DARSAN JITENDRA JHAVERI & 11 Ors v LAKSHMI ANIL SALGAOCAR suing as the Administratrix of the ESTATE OF ANIL VASSUDEVA SALGAOCAR (India Passport No.HXXXXXXX),deceased & Anor
14 cases cited
(10 SG, 4 foreign)
Cited by 4 cases
Catchwords
Practice Areas
Counsel (23)
Davinder Singh Chambers LLC Firm K&L Gates Straits Law LLC Firm Niru & Co LLC Firm WongPartnership LLP Firm Chin Ming Fwu Counsel Appellant Daryl Wong Counsel Appellant Davinder Singh Counsel Respondent Eva Teh Jing Hui Counsel Appellant Jaikanth Shankar Counsel Respondent Jaspreet Singh Sachdev Counsel Respondent Kanapathi Pillai Nirumalan Counsel Respondent Liew Teck Huat Counsel Respondent Lim Wei Lee Counsel Appellant Narayanan Sreenivasan Counsel Appellant Ng Shu Wen Counsel Respondent Palaniappan Sundararaj Counsel Appellant Phang Cunkuang Counsel Respondent Rajaram Muralli Raja Counsel Appellant Ritesh Vaman Counsel Respondent Tan Chee Meng Counsel Appellant Tan Si Xin Adorabelle Counsel Appellant Victoria Yu Counsel Appellant Wee Min Counsel Appellant
Parties (15)
Capital Glory Investments Pte Ltd Appellant Great Newton Properties Pte Ltd Appellant Millers Capital Investments Pte Ltd Appellant Newton Noble Properties Pte Ltd Appellant Nova Raffles Holdings Pte Ltd Appellant Singapore Star Holdings Pte Ltd Appellant Singapore Star Investments Pte Ltd Appellant Singapore Star Properties Pte Ltd Appellant Singapore Star Shipping Pte Ltd Appellant Sino Ling Tao Resources Pte Ltd Appellant Sino Noble Asset Management Pte Ltd Appellant Winter Meadow Capital Inc Respondent Darsan Jitendra Jhaveri Appellant Kwan Ka Yu Terence Third Party Lakshmi Anil Salgaocar (suing as the Administratrix of the Estate of Anil Vassudeva Salgaocar) Respondent
Case Significance
Darsan Jitendra Jhaveri and others v Lakshmi Anil Salgaocar (suing as the Administratrix of the Estate of Anil Vassudeva Salgaocar) and another [2024] SGHC(A) 27 was decided in the Appellate Division of the High Court of Singapore on 16 September 2024. The matter came before the court as Civil Appeal No 88 of 2023, arising out of Suit No 821 of 2015. The first appellant was Darsan Jitendra Jhaveri, joined by eleven corporate appellants including Singapore Star Holdings Pte Ltd, Great Newton Properties Pte Ltd, Capital Glory Investments Pte Ltd and Nova Raffles Holdings Pte Ltd; the respondents were Lakshmi Anil Salgaocar, suing as the Administratrix of the Estate of Anil Vassudeva Salgaocar, and Winter Meadow Capital Inc. Kwan Ka Yu Terence appeared as the third party in the underlying suit.
The judgment, delivered by See Kee Oon (sitting with Debbie Ong Siew Ling and Woo Bih Li), addressed issues of breach of trust and express trusts, together with contractual illegality and public policy concerning illegality under international and foreign law. The decision referred to the Customs Act, the Income Tax Act and the Supreme Court of Judicature Act. The appellants were represented by counsel from K&L Gates Straits Law LLC and WongPartnership LLP, including Tan Chee Meng, Narayanan Sreenivasan and Lim Wei Lee, while the respondents were represented by Davinder Singh Chambers LLC and Niru & Co LLC, including Davinder Singh and Jaikanth Shankar.
[2024] SGHC(A) 27 explained
DARSAN JITENDRA JHAVERI & 11 Ors v LAKSHMI ANIL SALGAOCAR suing as the Administratrix of the ESTATE OF ANIL VASSUDEVA SALGAOCAR (India Passport No.HXXXXXXX),deceased & Anor ([2024] SGHC(A) 27) is a Singapore judgment decided by the High Court (Appellate Division) on 16 September 2024. It is categorised under Trusts and Contract. Within this corpus it has since been cited by 4 other reported Singapore judgments, a measure of how often later decisions have referred to it. This page summarises what the reported decision covers and links the primary sources — the full judgment, the statutes it cites, and the other cases it engages with — so the decision can be read in context. It is reference information, not legal advice, and it does not state the outcome or any holding beyond what the official judgment records.
What is [2024] SGHC(A) 27 about?
DARSAN JITENDRA JHAVERI & 11 Ors v LAKSHMI ANIL SALGAOCAR suing as the Administratrix of the ESTATE OF ANIL VASSUDEVA SALGAOCAR (India Passport No.HXXXXXXX),deceased & Anor ([2024] SGHC(A) 27) is a High Court (Appellate Division) decision from 2024. Its published catchwords are “Trusts — Breach of trust”, “Trusts — Express trusts”, and “Contract — Illegality and public policy — Illegality under international and foreign law”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.
Which legislation does [2024] SGHC(A) 27 consider?
The judgment refers to Customs Act, Income Tax Act (Cap 134), and Supreme Court of Judicature Act (Cap 322). The statutes cited are listed in full on this page, each linking to its primary text.
What earlier Singapore cases does [2024] SGHC(A) 27 cite?
Among the in-corpus authorities it refers to are [2024] SGHC(A) 20 and [2024] SGHC(A) 19. The complete list of cases cited, and of later cases that cite this decision, is shown on this page.
How influential is [2024] SGHC(A) 27?
Within this corpus, [2024] SGHC(A) 27 has been cited by 4 later reported Singapore judgments. That count reflects references from other decisions held in this corpus only and is a conservative lower bound on how often the case has actually been cited.
Summary
SUPREME COURT OF SINGAPORE
16 September 2024
Case summary
Darsan Jitendra Jhaveri and others v Lakshmi Anil Salgaocar suing as the Administratrix of the Estate of Anil Vassudeva Salgaocar and another [2024] SGHC(A) 27
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Decision of the Appellate Division of the High Court (delivered by Judge of the Appellate Division See Kee Oon):
Outcome: The AD dismissed an appeal against the GDHC’s finding that the first appellant had committed breaches of trust.
Pertinent and significant points of the judgment
• The current position under Singapore law is that the principles in Foster v Driscoll and others [1929] 1 KB 470 (“Foster v Driscoll”) and Ralli Brothers v Compania Naviera Sota y Aznar [1920] 2 KB 287 (“Ralli Brothers”) are restricted in their application to claims in contract. While the Court of Appeal in an earlier case expressed the provisional view that these principles could potentially apply to claims for unjust enrichment, this was not an expression of their opinion that these principles could be extended to all non-contractual claims: at [141].
• The court has the jurisdiction and power to clarify or correct the terms of its orders on the basis of O 3 r 2(2) of the Rules of Court 2021 and its inherent jurisdiction and power. The applicable test is whether the judgment or order (as corrected) gives effect to the intention of the court at the time when it was made. The relevant question is therefore what the court had intended to do at the time and what the court would have done if the issue had arisen at the time its orders were made: at [168].
Background
1 Mr Anil Vassudeva Salgaocar (“Mr Salgaocar”) was an Indian businessman involved in the business of selling and exporting iron ore from India. According to Mr Salgaocar, a trust (“the 2003 Trust”) was created pursuant to an oral agreement which was entered into in December 2003 between him and Mr Darsan Jitendra Jhaveri (“Mr Darsan”), a businessman based in Hong Kong.
2 This agreement (“the 2003 Agreement”) stipulated that Mr Salgaocar would set up special purpose vehicles (“SPVs”) for the conduct of the iron ore business. Mr Salgaocar would fund the SPVs and be the sole beneficial owner of the shares and assets of the SPVs. Mr Darsan would be a shareholder and/or director of the SPVs, would hold the shares and interest in the assets on trust for Mr Salgaocar, and would act in accordance with Mr Salgaocar’s instructions on matters concerning the SPVs. In return, Mr Salgaocar would pay Mr Darsan a sum of money for each metric ton of cargo sold by the SPVs.
3 SPVs were then incorporated in the British Virgin Islands (“BVI”) as well as in Singapore. Following the incorporation of the BVI SPVs, Mr Salgaocar’s company in India would sell iron ore to them. The BVI SPVs would then on-sell the iron ore for shipment into China.
4 Mr Salgaocar alleged that Mr Darsan acted as his nominee shareholder and/or director and trustee in respect of the BVI and Singapore SPVs and their assets but was not involved in their day-to-day operations. Instead, he hired personnel such as Mr Terence Kwan (“Mr Kwan”) to do work relating to the BVI SPVs. Mr Salgaocar also alleged that he had caused Mr Darsan to hold his shareholding in the Singapore SPVs for the benefit of and on trust for himself.
5 Between 2011 and 2014, Mr Salgaocar alleged that Mr Darsan had arranged for the BVI SPVs to pay him sums of money, made unauthorised transfers of assets held by Singapore SPVs, prevented Mr Salgaocar from dealing with the trust assets, failed to comply with Mr Salgaocar’s instructions and altered the accounting records of the Singapore SPVs.
6 Mr Salgaocar began demanding the transfer of at least some of the trust assets back to him in August 2012. Mr Darsan did not transfer all of the assets to Mr Salgaocar. Mr Salgaocar then commenced the suit below (“Suit 821”) against Mr Darsan for breach of trust. After Mr Salgaocar passed away in 2016, his widow, Mdm Lakshmi Anil Salgaocar (“Mdm Lakshmi”) took over conduct of the proceedings as administratrix of Mr Salgaocar’s estate. Some of the Singapore SPVs, as well as Mr Darsan’s wife and daughter, were added as defendants to Suit 821 to facilitate claims which Mr Salgaocar’s estate was pursuing against them. Another BVI company, Winter Meadow Capital Inc (“Winter Meadow”) was also joined as the second plaintiff alongside Mdm Lakshmi to allow it to pursue causes of action against Mr Darsan. Mr Darsan and the other defendants also commenced a third party action against Mr Kwan for an indemnity or a contribution in the event that Mr Darsan was found liable to Mr Salgaocar’s estate in respect of a misappropriation claim relating to one of the BVI SPVs.
7 In February 2023, the judge below (“the Judge”) found in favour of Mdm Lakshmi and dismissed the third party action and Winter Meadow’s claim. In sum, the Judge found that (a) the December 2003 Agreement existed, which gave rise to the 2003 Trust, (b) Mr Darsan had breached the 2003 Trust and (c) the December 2003 Agreement was not illegal under Indian law.
8 Mr Darsan and the other defendants in Suit 821 appealed against the Judge’s decision pertaining to the claims of Mr Salgaocar’s estate against Mr Darsan.
Decision
Mr Salgaocar and Mr Darsan entered into the December 2003 Agreement which gave rise to the 2003 Trust
9 Mr Salgaocar did not take “complete inaction” following the alleged misappropriations by Mr Darsan in 2011 and 2012. This was because, as the respondents pointed out, Mr Salgaocar only began to uncover the breaches of trust in August 2013, when he was informed of these remittances by Mr Kwan. Mr Salgaocar also engaged lawyers to act for him shortly after Mr Kwan informed him of Mr Darsan’s acts of misappropriation: at [81] to [83].
10 The evidence did not show that the SPVs were controlled by Mr Darsan: at [88] to [91].
11 There was no reason to disagree with the Judge’s view that there was no evidence that it was Mr Darsan who had personally funded the relevant SPVs. On the other hand, there was some evidence that Mr Salgaocar had arranged and provided funding for the operations of the SPVs: at [94] to [97].
12 There were also plausible reasons for the parties to have entered into the December 2003 Agreement. Mr Salgaocar and Mr Darsan shared a very close relationship and mutual trust. There could also have been plausible commercial reasons for entering into the agreement, such as maintaining the privacy of Mr Salgaocar as the actual beneficial owner of the share(s): at [102].
13 The fact that the December 2003 Agreement was not recorded in contemporaneous written documents was also explained by the close relationship shared between Mr Salgaocar and Mr Darsan, which Mr Darsan described as akin to “father and son”: at [104].
The December 2003 Agreement was not in breach of Indian laws
14 On the Foreign Exchange Management Act 1999 (India) (“FEMA”), the Judge found that the December 2003 Agreement was a rectifiable breach under the FEMA. Mr Darsan and the other appellants argued that the primary case relied on by the Judge, Vijay Karia v Prysmian Cavi E Sistemi S.R.L and others [2020] SCC Online SC 177 (“Vijay Karia”) did not stand for the proposition that all violations of the FEMA were rectifiable. Specifically, they submitted that a breach could not be rectified if it involved the serious contravention of money laundering: at [109].
15 Even if the December 2003 Agreement had contravened the FEMA, the appellants did not adduce any evidence to show that (a) any breach of the FEMA which concerned money laundering would necessarily amount to a non-rectifiable breach or that (b) the alleged breach in question properly engaged concerns about money laundering and was therefore non-rectifiable. There was thus no reason to disagree with the Judge’s findings on this point: at [111].
16 On the Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act 2015 (India) (“BMA”), the Judge found that the December 2003 Agreement did not violate this statute because it only came into force on 1 April 2016. The appellants raised the Indian Supreme Court decision in Union of India v Gautam Khaitan (2019) 10 SCC 108 but this case did not stand for the proposition that the BMA was applicable even in respect of acts committed prior to the enactment of the BMA. This was not the position put forth by the appellants’ expert witness. There was also no evidence to show that Mr Salgaocar had wilfully committed any offence under the BMA or failed to disclose his assets in breach of the BMA: at [113] to [116].
17 On the Prevention of Money Laundering Act 2002 (India) (“PMLA”), the Judge found that there was no breach as the BMA was a predicate offence for the PMLA. As there was no relevant offence under the BMA at the time of the agreement, the transactions in this case would not attract any of the provisions of the PMLA. Given the court’s findings on the BMA, the appellants’ case on the PMLA failed accordingly: at [120].
18 On the Prohibition of Benami Property Transactions Act 1988 (India) (“Benami Act”), the Judge found that there was no breach as it was not extra-territorial in operation and the transactions and assets were outside India. On appeal, the appellants submitted that there were transactions in respect of assets in India that the Benami Act applied to: at [121] to [122].
19 The court found that the Benami Act was not breached by way of the December 2003 Agreement. Not only were the appellants’ arguments not pleaded or argued before the Judge, but they also ran counter to the evidence of their expert witness, who conceded that the Benami Act did not apply to the transactions in this case: at [124].
20 On the Income Tax Act 1961 (India) (“Income Tax Act”), the Judge found that there was no breach as there was no evidence that Mr Salgaocar had been a tax resident in India since 2003, that he had controlled and managed the BVI and Singapore SPVs from India or that these companies had failed to declare income tax in India: at [125].
21 The court agreed that there was insufficient evidence to show that the Income Tax Act was breached: at [128] to [131].
22 On the Customs Act 1962 (India) (“Customs Act”), the Judge found that the December 2003 Agreement did not result in the evasion of customs duty for the sale of iron ore. The court agreed that the Judge was justified in accepting the respondents’ expert witness’ evidence that there was no requirement to declare the downstream price of exported goods. In any event, aside from speculation by the appellants, there was no evidence as to what SMI actually declared to the authorities or how such a declaration itself may have suggested that there was any influence on the price: at [137].
The 2003 Trust was not unenforceable for illegality
23 The 2003 Trust was not unenforceable for illegality given the court’s findings that the December 2003 Agreement did not breach Indian laws: at [140].
24 In any event, the current position under Singapore law is that the principles in Foster v Driscoll and others [1929] 1 KB 470 (“Foster v Driscoll”) and Ralli Brothers v Compania Naviera Sota y Aznar [1920] 2 KB 287 (“Ralli Brothers”) are restricted in their application to claims in contract. While the Court of Appeal in Esben Finance Ltd and others v Wong Hou-Lianq Neil [2022] 1 SLR 136 expressed the provisional view that Foster v Driscoll and Ralli Brothers could potentially apply to claims for unjust enrichment, this was not an expression of their opinion that these principles could be extended to all non-contractual claims. The appellants raised no arguments to convince the court that such an extension was warranted in this case: at [141].
The 2003 Trust did not fail for lack of certainty
25 The court found that there was no reason to depart from the Judge’s findings below that the three certainties (ie, certainty of intention, certainty of subject matter and certainty of the objects of the trusts) were fulfilled on the evidence: at [145].
Mr Darsan breached the 2003 Trust
26 On the misappropriation of moneys, the Judge was justified in basing his finding on the ledgers pertaining to the BVI SPVs, which were adduced by Mr Kwan in evidence: at [152].
27 On the allegation that Mr Darsan had prevented Mr Salgaocar from dealing with the trust assets, the court found that there was no evidence to show that Mr Salgaocar continued to deal with the business of the SPVs from July 2012. On the contrary, Mr Darsan’s evidence at trial was that from 2011, he ran the BVI and Singapore SPVs and that it was his prerogative to do so. He thus should not be allowed to resile from that position on appeal: at [154].
28 On Mr Darsan’s alleged misappropriation of properties owned by the SPVs and his alleged altering of the accounting records of the Singapore SPVs, Mr Darsan’s defence of acquiescence was not made out on the facts as Mr Salgaocar did not take “complete inaction” upon discovering Mr Darsan’s breaches of the 2003 Trust. Instead, he took active steps to seek legal advice, which culminated in the issuance of a letter from Holman Fenwick Willan Hong Kong (a law firm) to Mr Darsan on Mr Salgaocar’s behalf. On this basis, it could not be said that Mr Salgaocar had “acquiesced” to Mr Darsan’s acts of misappropriation and wrongful disposal pertaining to the properties or, indeed, his other breaches of the 2003 Trust: at [156] and [159].
29 The appellants’ argument to counter the allegation that Mr Darsan had procured the transfer of shares in the BVI SPVs to himself were speculative and therefore rejected by the court: at [158].
An account on a wilful default basis was justified
30 An account on a wilful default basis was justified as the Judge found that Mr Darsan had breached both his custodial and management stewardship duties. It therefore could not be said that there was no reasonable prima facie inference that other breaches of trust not yet known to the respondents or the court had occurred: at [165].
31 However, on 17 April 2024, the court set aside the Judge’s order for Mr Darsan to deliver up the books and records of the BVI and Singapore SPVs and their subsidiaries. This was because it was not clear whether this order was capable of being complied with or enforced. This concern stemmed from the court’s view that it was not clear which books, records and documents had already been handed over to Mr Salgaocar: at [166].
32 Mr Salgaocar’s estate then filed AD/SUM 23/2024 (“SUM 23”) seeking a correction of the court’s decision to set aside the Judge’s order on the basis that the appeal of Mr Darsan in AD 88 was confined to the order that he deliver up the books and records of the BVI SPVs and their subsidiaries. In other words, Mr Darsan’s appeal did not extend to his obligation under the Judge’s order to deliver up the books and records of the Singapore SPVs and their subsidiaries. Hence, the court could not have intended to relieve him of this obligation: at [167].
33 The court allowed SUM 23 on 30 July 2024. It was satisfied that it had the jurisdiction and power to clarify or correct the terms of its orders on the basis of the Rules of Court 2021 and its inherent jurisdiction and power. The applicable test was whether the judgment or order (as corrected) gives effect to the intention of the court at the time when it was made. The relevant question was therefore what the court had intended to do at the time and what the court would have done if the issue had arisen at the time its orders were made. Here, the focus of the appellants was solely on the books and records of the BVI SPVs and so the court’s intention was to circumscribe the Judge’s order in respect of the books and records of the BVI SPVs and their subsidiaries only. The court therefore amended its order and set aside the Judge’s order only with respect to the delivery up of the books and records of the BVI SPVs and their subsidiaries (if any): at [168] to [172].
The Judge did not err in awarding costs on an indemnity basis
34 A high degree of unreasonableness could justify an award of indemnity costs. On the facts, there was no reason for the court to disturb the Judge’s finding regarding the unreasonableness of Mr Darsan’s conduct: at [175] to [179].
This summary is provided to assist in the understanding of the Court’s grounds of decision. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s grounds of decision.
What issues did Darsan Jitendra Jhaveri v Lakshmi Anil Salgaocar [2024] SGHC(A) 27 concern?
The appeal, heard in the Appellate Division of the High Court as Civil Appeal No 88 of 2023, concerned breach of trust, express trusts, and contractual illegality and public policy involving illegality under international and foreign law, arising from Suit No 821 of 2015.
Who decided Darsan Jitendra Jhaveri v Lakshmi Anil Salgaocar [2024] SGHC(A) 27?
The judgment was delivered by See Kee Oon, sitting in the Appellate Division of the High Court with Debbie Ong Siew Ling and Woo Bih Li, on 16 September 2024, in Civil Appeal No 88 of 2023 against the Estate of Anil Vassudeva Salgaocar.
Statutes Cited
Customs Act
Cases on this Act →
s 14
Cases Cited (14)
SG (4)
SLR (6)
[2011] 2 SLR 63 [2016] 5 SLR 103 [2019] 2 SLR 372 [2020] 2 SLR 221 [2021] 1 SLR 1091 [2022] 1 SLR 136
UK (4)
[1920] 2 KB 287 [1929] 1 KB 470 [1954] 1 WLR 1489 [2010] EWHC 2914
Cited By (4)
[2026] SGHCR 15
LAGUNA NATIONAL GOLF AND COUNTRY CLUB LTD (IN LIQUIDATION) & 2 Ors v Peter Kwee Seng Chio & 3 Ors
[2026] SGCA 6
DARSAN JITENDRA JHAVERI v LAKSHMI ANIL SALGAOCAR suing as the Administratrix of the ESTATE OF ANIL VASSUDEVA SALGAOCAR (India Passport No.HXXXXXXX),deceased
[2025] SGHC 209
JENNY PRAWESTI v SAUW TJIAUW KOE
[2024] SGHC 276
DARSAN JITENDRA JHAVERI v LAKSHMI ANIL SALGAOCAR & Anor
Referenced in
Statutes interpreted in this judgment
Judgment
Read the full judgment on the official Singapore Courts portal.
Read on eLitigationSource: eLitigation ([2024] SGHC(A) 27)