Koh Sin Chong v Singapore Swimming Club: Indemnity Resolution & Defamation

In Freddie Koh Sin Chong v Singapore Swimming Club, the High Court of Singapore addressed a claim by Freddie Koh, former President of the Singapore Swimming Club, for indemnification by the Club for damages and legal costs incurred in a prior defamation suit. The Club denied the claim and counterclaimed for recovery of sums previously paid out. The court dismissed both Koh's claim and the Club's counterclaim, finding that the indemnity resolution did not have contractual force and that the Club was not entitled to recover sums already paid.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Both the Plaintiff's claim and the Club's counterclaim are dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Freddie Koh sues Singapore Swimming Club for indemnity in a defamation suit. The court dismisses Koh's claim and the Club's counterclaim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Singapore Swimming ClubDefendantAssociationCounterclaim DismissedLost
Koh Sin Chong FreddiePlaintiffIndividualClaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Lee Kim ShinJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Tan Chee MengWongPartnership LLP
Chang Man PhingWongPartnership LLP
Yin Juon QiangWongPartnership LLP
Paul SeahTan Kok Quan Partnership
Kenneth TayTan Kok Quan Partnership

4. Facts

  1. Plaintiff, former President of the Singapore Swimming Club, was sued for defamation.
  2. The Club's management committee passed an Indemnity Resolution to cover the Plaintiff's legal costs.
  3. The Club's members later passed EOGM Resolutions to cease payments and seek recovery of funds.
  4. The Court of Appeal found that the Plaintiff acted with malice in making the defamatory statements.
  5. The Club argued that the Indemnity Resolution was voidable due to material non-disclosure and breach of fiduciary duties.
  6. The Plaintiff claimed that the Indemnity Resolution was valid and binding on the Club.

5. Formal Citations

  1. Freddie Koh Sin Chong v Singapore Swimming Club, Suit No 634 of 2012, [2014] SGHC 276

6. Timeline

DateEvent
Plaintiff's tenure as President of the Club began
2008 AGM held
Statements made by Plaintiff published on Club's notice board
Statements made by Plaintiff published on Club's notice board
Letter of demand sent to Plaintiff
Suit 33 filed against Plaintiff
MC meeting held; Indemnity Resolution passed
OS 469 filed against 2008 MC members
2009 AGM held
Club joined as defendant in OS 469
OS 469 dismissed by High Court
2010 AGM held
Suit 33 dismissed by High Court
2011 AGM held
Court of Appeal's judgment for Suit 33 Appeals delivered
Special confidential MC meeting convened
Special confidential MC meeting convened
Club received requisition for an Extraordinary General Meeting
EOGM held and EOGM Resolutions were passed
Originating Summons No 309 of 2012 filed by the Plaintiff against the Club
Review of the taxation of the costs of trial in Suit 33 was heard
Assessment of damages in Suit 33 was heard
Suit 33 Plaintiffs issued a statutory demand against the Plaintiff
Suit No 510 of 2012/X filed by the Club against the Plaintiff
Plaintiff filed Originating Summons (Bankruptcy) No 35 of 2012/Q
OS 309 converted into a writ action and consolidated with Suit 510
Stay granted on condition that the Plaintiff furnish $300,000 as security
Civil Appeal Nos 63 and 68 of 2012 were heard
Oral judgment delivered
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that the indemnity resolution did not have contractual force.
    • Category: Substantive
  2. Unjust Enrichment
    • Outcome: The court held that the Club was not entitled to restitution of sums paid towards the Plaintiff's legal costs.
    • Category: Substantive
  3. Breach of Fiduciary Duty
    • Outcome: The court held that the Indemnity Resolution was not voidable for breach of fiduciary duties.
    • Category: Substantive
  4. Defamation
    • Outcome: The court considered the Court of Appeal's finding of malice in the prior defamation suit.
    • Category: Substantive
  5. Issue Estoppel
    • Outcome: The court held that the Club was not precluded from raising factual issues by the doctrine of issue estoppel.
    • Category: Procedural

8. Remedies Sought

  1. Declaration that the Indemnity Resolution is valid
  2. Order that the Club pay the Plaintiff the sum of $248,900.91
  3. Recovery of sums paid by the Club

9. Cause of Actions

  • Breach of Contract
  • Unjust Enrichment
  • Breach of Fiduciary Duty
  • Declaratory Relief

10. Practice Areas

  • Civil Litigation
  • Commercial Litigation

11. Industries

  • Recreation
  • Sports

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
See [2016] SGCA 28Court of AppealYes[2016] SGCA 28SingaporeEditorial note indicating the appeal to this decision was allowed.
Chan Cheng Wah Bernard and others v Koh Sin Chong FreddieHigh CourtYes[2010] SGHC 324SingaporeHigh Court decision in Suit 33, the defamation suit, where the court found the statements defamatory but justified.
Chan Cheng Wah Bernard v Koh Sin Chong Freddie and another appealCourt of AppealYes[2012] 1 SLR 506SingaporeCourt of Appeal's judgment in the Suit 33 Appeals, finding the statements defamatory and not justified due to malice.
Chan Cheng Wah Bernard and others v Koh Sin Chong FreddieHigh CourtYes[2012] SGHC 193SingaporeHigh Court's decision on the assessment of damages in Suit 33.
In re Sick and Funeral Society of St John’s Sunday School, GolcarEnglish CourtYes[1973] Ch 51EnglandCited for the principle that a club is a creature of contract between its members.
McGuire Graeme and others v Rasmussen John and othersHigh CourtYes[1998] 1 SLR(R) 892SingaporeCited for the principle that a club is a creature of contract between its members.
Petrie Christopher Harrisson v Jones Alan and othersHigh CourtYes[2005] 2 SLR(R) 387SingaporeCited for the principle that a club is a creature of contract between its members.
Woodford and another v Smith and anotherEnglish CourtYes[1970] 1 WLR 806EnglandCited for the principle that committee members are to exercise their powers for the benefit of the unincorporated association as a whole.
Lam Eng Rubber Factory (M) Sdn Bhd v Lim Beng Yew & OrsMalaysian High CourtYes[1994] 3 MLJ 405MalaysiaCited for the principle that a resolution is not a contract.
EON Bank Bhd v KSU Holdings BhdMalaysian High CourtYes[2011] 8 MLJ 498MalaysiaCited for the principle that a resolution is not a contract.
Goh Kim Hai Edward v Pacific Can Investment Holdings LtdHigh CourtYes[1996] 1 SLR(R) 540SingaporeCited for the principle that a resolution is not a contract.
Ex parte Forster; Re University of SydneyNew South Wales Court of AppealYes[1964] NSWR 1000AustraliaCited for the principle that a resolution may be rescinded or varied by another resolution.
Sea-Land Service Inc v Cheong Fook Chee VincentHigh CourtYes[1994] 3 SLR(R) 250SingaporeCited for the principle that estoppel cannot be used as a sword.
OMG Holdings Pte Ltd v Pos Ad Sdn BhdHigh CourtYes[2012] 4 SLR 201SingaporeCited for the principle that estoppel cannot be used as a sword.
Rudhra Minerals Pte Ltd v MRI Trading Pte Ltd (formerly known as CWT Integrated Services Pte Ltd)High CourtYes[2013] 4 SLR 1023SingaporeCited for the principle that estoppel cannot be used as a sword.
Goh Nellie v Goh Lian Teck and othersCourt of AppealYes[2007] 1 SLR(R) 453SingaporeCited for the requirements for issue estoppel.
Lee Tat Development Pte Ltd v Management Corporation of Strata Title Plan No 301High CourtYes[2005] 3 SLR(R) 157SingaporeCited for the requirements for issue estoppel.
Hunter v Chief Constable of the West Midlands PoliceHouse of LordsYes[1982] AC 529EnglandCited for the principle that issue estoppel may arise between the same parties or their privies.
George Bray v John Rawlinson FordHouse of LordsYes[1896] AC 44EnglandCited for the principle that a person in a fiduciary position is not allowed to put himself in a position where his interest and duty conflict.
Re Conveyances Dated 13th June 1933, 17th August 1933 and 2nd September 1950; Abbatt v Treasury Solicitor and OthersEnglish Court of AppealYes[1969] 3 All ER 1175EnglandCited for the principle that members of a club can affirm changes to the rules through their conduct.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and anotherCourt of AppealYes[2013] 3 SLR 801SingaporeCited for the elements of a cause of action in restitution based on unjust enrichment.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte LtdHigh CourtYes[2011] 3 SLR 540SingaporeCited for the principle that mistake is a recognised unjust factor.
David Securities Pty Ltd v Commonwealth Bank of AustraliaHigh Court of AustraliaYes(1992) 175 CLR 133AustraliaCited for the principle that mistake can include sheer ignorance of something relevant to the transaction at hand.
Myer Queenstown Garden Plaza Pty Ltd and Myer Shopping Centres Pty Ltd v Corporation of the City of Port Adelaide and the Attorney GeneralSupreme Court of South AustraliaYes(1975) 11 SASR 504AustraliaCited for the principle that resolutions should be interpreted in the context of the circumstances in which they were made.
Kenros Nominees Pty Ltd and others v Tipperary Group Pty Ltd and othersSupreme Court of VictoriaYes[2009] VSC 524AustraliaCited for the principle that resolutions should be interpreted in the context of the circumstances in which they were made.
Phosphate of Lime Co. v. GreenCourt of Common PleasYes(1871), LR 7 CP at 63EnglandCited for the principle that it is sufficient to show the facts were made known to the shareholders, into the effect of which they might and ought to have inquired, and to which they ought to have objected at the time, unless they intended to adopt the transaction.

13. Applicable Rules

Rule Name
Rule 21(j) of the Club’s Rules
Rule 31 of the Club’s Rules
cl 4.3.2 of the Club’s previous FOM
cl 4.3.2 of the Club’s revised FOM
cl 4.1 of the Club’s FOM

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Indemnity Resolution
  • EOGM Resolutions
  • Defamation
  • Fiduciary Duty
  • Unjust Enrichment
  • Malice
  • Insured v Insured Exclusion
  • Ultra Vires

15.2 Keywords

  • indemnity
  • defamation
  • club
  • resolution
  • fiduciary duty
  • unjust enrichment

17. Areas of Law

Area NameRelevance Score
Defamation90
Club Law70
Fiduciary Duties60
Company Law30
Estoppel25
Civil Procedure20
Contract Law20

16. Subjects

  • Contract Law
  • Defamation
  • Unjust Enrichment
  • Fiduciary Duty
  • Club Governance