Ng Eng Huat & Anor v Fleur Capital (S) Pte. Ltd. & 3 Ors

Facts

Ng Eng Huat (Desmond) and D3Cube Venture Pte Ltd each put USD 500,000 into the ESG Opportunities Fund, a sub-fund of Lucro Investments VCC managed by Fleur Capital (S) Pte Ltd, in a project linked to Ascent Solar Technologies, Inc. Under their contracts with the fund they could redeem for cash at the principal plus a percentage that depended on how long the money had been held. They gave notice on 30 June 2023 to redeem for 120% of what they had invested, but were not paid. An introducer, Alvin, received USD 50,000 in commission on their investments.

The claimants sued Fleur Capital, Lucro Investments, the director Yap Chee Wee, and Madison Lin in Originating Claim No 282 of 2024. The claims against the first three were stayed in favour of arbitration, which the claimants did not start. They went to trial only against Madison, whom they claimed had made three misrepresentations to induce the investments: that Ascent Solar was profitable and linked to reputable companies (the Profitability Representation); that they could choose between Ascent Solar shares and warrants or set cash returns (the Election Representation); and that the investment was capital-guaranteed (the Guarantee Representation). Conspiracy and Misrepresentation Act claims were not pursued. Madison brought a third-party claim for contribution against Alvin, saying she acted on his directions, which he denied.

Issues

1. Whether Madison made the Profitability Representation, and whether it was false and relied on.
2. Whether the Election Representation and the Guarantee Representation, so far as made, were false.
3. Whether the claimants proved fraudulent or negligent misrepresentation against Madison.
4. Whether Madison's contribution claim against Alvin survived.

Holding

The High Court dismissed the claimants' claims against Madison for fraudulent misrepresentation and for negligent misrepresentation. Because Madison was not liable, it also dismissed her contribution claim against Alvin. Costs were to be heard later.

Reasoning

On profitability, the court found that none of the communications the claimants relied on said Ascent Solar was profitable, and naming companies it dealt with did not imply profit or repute. That representation was therefore not made. In any event the claimants' own evidence was that they cared about cash returns and treated the investment like a fixed deposit, so they did not rely on it.

Madison had told the claimants they could choose between shares and warrants or cash, and that they would receive the promised cash regardless of the share price. But these statements accurately described the term sheets and fund contracts, which the claimants themselves accepted contained those rights; their contract claim against the fund depended on them. She said nothing about whether Fleur Capital or the fund intended to honour the terms, and the claimants' counsel confirmed their case was about misstated terms, not intentions. Even on an intentions case, a later failure to pay, after Ascent Solar's share price fell, did not show the entities lacked that intention at the time. Neither representation was false, and the claimants did not rely on the Election Representation.

Since the claimants could not show that they invested on the strength of a false statement by Madison, both the fraudulent and the negligent misrepresentation claims failed. The court left open whether they relied on the Guarantee Representation, noting their claims against the other defendants could still be pursued in arbitration, and did not decide Madison's argument that the guarantee had been qualified. The contribution claim fell away with the main claim.

From the judgment