High Court rules former prime minister’s son liable for losses of up to US$146million

Justice Aedit Abdullah of the Singapore High Court found Dr Goh Jin Hian, son of former Prime Minister Goh Chok Tong, liable for breaches of director’s duties in the case involving the now-defunct Inter-Pacific Petroleum (IPP) Pte Ltd.

The court held Dr Goh, who served as a director of IPP from 28 June 2011 to 20 August 2019, accountable for the company’s substantial financial losses.

IPP’s liquidators had sued Dr Goh for US$156 million (S$209 million) in losses, alleging negligence in overseeing the company’s operations, which led to its engagement in fraudulent activities.

The claimed losses included US$146 million from cargo trading operations and US$10.5 million from bunkering operations, drawn at a time when IPP was reportedly in a state of balance-sheet insolvency.

In his brief ruling statement issued on 24 January, Justice Abdullah emphasized the responsibilities of a director. He stated, ‘The obligation is to monitor the affairs of the corporation.

This entails, among other things, at least a broad level of supervision of the activities of the officers of the corporation, for the protection of the company, its shareholders, and creditors.’

Justice Abdullah noted that while directors are not expected to manage daily operations or scrutinize every minor detail, they must maintain an active role in oversight.

The judge critically observed, “The defendant in his specific circumstances owed the duty to be fully apprised of the affairs of the company, especially those relating to its profitability or otherwise. That thus entailed a need for him to be aware of and to monitor all the activities, including the cargo trading business.”

He further added, “Not all details need be known by the director, but what was in issue here went beyond the level of day-to-day detail. The cargo trading business was a significant portion of the activity of the company. The evidence showed a lack of knowledge by the defendant of this activity.”

Justice Abdullah concluded that Dr Goh’s lack of diligence and oversight significantly contributed to the financial losses.

He noted, “Loss was caused to IPP through the transactions and drawdowns which should not have been carried out and would not have been had Goh performed his duties as a director.”

Addressing Dr Goh’s defence regarding the adequacy of information provided within the company, Justice Abdullah stated, “The information was insufficient to address or dispel the significant financial concerns that arose. An honest and reasonably diligent director would have conducted a more thorough investigation into these matters.”

Between 2017 and August 2019, Dr Goh held 36 concurrent directorships. In 2020, he stepped down as the non-independent, non-executive chairman of New Silkroutes Group, a healthcare and energy firm, and resigned as an independent director of Cordlife Group, a cord-blood banking firm.

The judge established that Goh is liable for the significant financial losses suffered by the company.

Justice Abdullah affirmed that due to Goh’s failure to act upon several red flags which emerged as early as 7 February 2018, he should bear responsibility for the entire loss incurred during the period of June to July 2019.

This loss amounts to a staggering US$146,047,099.60, along with the interest claimed on the relevant facilities, as outlined in the statement of claim.

Furthermore, Justice Abdullah dismissed Dr Goh’s argument about the banks’ alleged breach of duty as speculative and irrelevant to his liability.

He agreed with IPP that Goh breached his fiduciary duty to the company by failing to consider the interests of its creditors. This duty arises not only when a company is insolvent but also when it is in a precarious financial state, which was evidently the case by June 2019.

However, Justice Abdullah did not fully accept IPP’s claim for a specific loss of $10,508,238.71, citing a lack of sufficient evidence linking this loss directly to Dr Goh’s breach of duty.

In terms of relief under section 391 of the Companies Act, Justice Abdullah stated, “The provision requires that it appears to the court that the person had acted honestly and reasonably, and that the person ought to fairly be excused from negligence or breach. At the very least, the circumstances precluded the conclusion that the defendant had acted reasonably.”

A further hearing is scheduled to provide additional directions, including for cost submissions and to address any applications arising from this decision.

Dr Goh is also facing 39 charges under the Securities and Futures Act. Allegations against Dr Goh include manipulating the price of New Silkroutes’ securities on 31 trading days from February 2018 to August 2018.