Chong Jorina v Ritz Property Investimentos Imobiliarios Ltda and another

Facts

From 2015 Ritz Property Investimentos Imobiliarios Ltda (Ritz Brazil) sold undivided fractional interests in plots of land in Natal, Brazil to retail investors in Singapore and Taiwan through a chain of intermediaries. The claimant, Ms Chong Jorina, ran Truevine Group Pte Ltd, an affiliate that sold the interests directly to investors. The second defendant, Ms Chong Kwai Leng Helen, sat higher in the chain as chief executive of Shenton Holdings Pte Ltd, one of the master marketing agents. The two are not related.

From early 2018 Ritz Brazil defaulted on payouts and investors pressed their sales agents. The claimant pleaded that, induced by four sets of representations said to have been made by or for the second defendant in May and June 2018, she advanced 31 interest-bearing loans to Ritz Brazil between 12 June 2018 and 12 November 2019, totalling $1,613,820, none of which were repaid. The essence of the representations was that any loan would be repaid with interest within a year. In Originating Claim No 727 of 2023 she sued the second defendant for that sum in fraudulent or, alternatively, negligent misrepresentation. She abandoned a conspiracy claim and discontinued her claim against Ritz Brazil before trial, which proceeded before Vinodh Coomaraswamy J.

Issues

1. Whether the second defendant made the alleged representations, and whether statements made by Mr Yao at a 4 June 2018 briefing could be attributed to her.
2. Whether representations about future repayment were actionable, and whether the second defendant lacked an honest belief in them.
3. Whether the representations induced the claimant to make the loans.
4. Whether the second defendant owed the claimant a duty of care for the negligent misrepresentation claim.

Holding

The High Court dismissed the claim against the second defendant in both fraudulent and negligent misrepresentation. No question of quantum arose, no formal adverse inference was drawn against either party, and the parties were directed to file costs submissions within 21 days unless costs were agreed.

Reasoning

The judge tested the evidence of events some seven years old against the contemporaneous documents. The May 2018 representations were unparticularised, the call logs showed only one short call that month, and the WhatsApp messages never mentioned a loan until August 2018. Mr Yao, the only independent witness at the 1 June 2018 meeting, did not support the claimant's account. The 4 June 2018 deck and briefing were Mr Yao's work as Ritz Asia's coordinator conveying Ritz Brazil's information; even if he had acted for Shenton, that would bind the company, not the second defendant personally.

On actionability, repayment by Ritz Brazil was outside her control, so any statement was a prediction carrying only an implied representation that she honestly held the belief. The court found no dishonesty: she and her family had themselves lent Ritz Brazil over $220,000 in the same period, including $114,800 on 5 June 2018, and Ritz Brazil was still giving assurances. At most she was careless or over-optimistic, which is not fraud.

On inducement, the claimant admitted a loan of $154,704 on 25 April 2018 and one of $187,700 on 10 May 2018, before any alleged representation. The court found she lent to relieve pressure from her own investors and kept lending after earlier loans had fallen overdue without checking their due dates, so any presumption of inducement was displaced.

The negligence claim failed on the same findings and also because the relationship was a commercial one between links in a chain of intermediaries; the second defendant had no informational advantage and assumed no responsibility. Whether negligence can apply to a purely future statement was left open.

From the judgment