LIM OON KUIN & 2 Ors v Rajah & Tann Singapore LLP

[2024] SGCA 54 Court of Appeal 25 November 2024 • CA/CA 12/2024|CA/CA 13/2024|CA/CA 14/2024|CA/CA 15/2024 • 26 min read

20 cases cited (13 SG, 7 foreign)

Outcome

Appeal allowed

we allowed the appeals.

Source: [2024] SGCA 54, Court of Appeal, decided 25 November 2024. Read directly from the judgment.

Key facts

Court	Court of Appeal
Decided	25 November 2024
Judges	Judith Prakash, Sundaresh Menon, Tay Yong Kwang
Charges / claim	Civil Procedure, Res Judicata, Abuse of Process
Outcome	Appeal allowed
Counsel	Advocatus Law LLP, Damodara Ong LLC, LVM Law Chambers LLC, Christopher Anand s/o Daniel, Clara Lim Ai Ying, Harjean Kaur, Lim Yi Zheng, Lok Vi Ming, Ning Jie, Ong Ziying Clement, Pak Waltan, Preshin Manmindar, Sun Lupeng Cedric, Suresh s/o Damodara, Wong Xiao Wei, Yeo Yi Ling Eileen, Zhuang Wenxiong

Source: [2024] SGCA 54, Court of Appeal, decided 25 November 2024 — eLitigation. Updated 25 June 2026.

Catchwords

Civil Procedure — Amendments Civil Procedure — Striking out Res Judicata — Extended doctrine of res judicata Abuse of Process — Henderson v Henderson doctrine

Practice Areas

Civil Procedure Res Judicata Abuse of Process

Judges (3)

Judith Prakash Coram Sundaresh Menon Coram Tay Yong Kwang Delivered

Counsel (17)

Advocatus Law LLP Firm Damodara Ong LLC Firm LVM Law Chambers LLC Firm Christopher Anand s/o Daniel Counsel Appellant Clara Lim Ai Ying Counsel Respondent Harjean Kaur Counsel Appellant Lim Yi Zheng Counsel Appellant Lok Vi Ming Counsel Respondent Ning Jie Counsel Appellant Ong Ziying Clement Counsel Appellant Pak Waltan Counsel Respondent Preshin Manmindar Counsel Appellant Sun Lupeng Cedric Counsel Appellant Suresh s/o Damodara Counsel Appellant Wong Xiao Wei Counsel Respondent Yeo Yi Ling Eileen Counsel Appellant Zhuang Wenxiong Counsel Respondent

Parties (4)

Rajah & Tann Singapore LLP Respondent Lim Chee Meng Appellant Lim Huey Ching Appellant Lim Oon Kuin Appellant

Case Significance

Lim Oon Kuin and others v Rajah & Tann Singapore LLP and other appeals [2024] SGCA 54 was decided by the Court of Appeal on 25 November 2024, comprising Sundaresh Menon CJ, Tay Yong Kwang JCA and Judith Prakash SJ, with Tay Yong Kwang JCA delivering the grounds of decision after hearings on 31 July and 13 September 2024. Civil Appeal Nos 12, 13, 14 and 15 of 2024 formed part of a long-running action by the appellants Lim Oon Kuin, Lim Chee Meng and Lim Huey Ching against their former solicitors, the respondent Rajah & Tann Singapore LLP, to prevent them from acting for two companies in which the appellants were key management personnel.

The appellants appealed against the High Court Judge's decision dismissing their applications to amend HC/OS 666/2020 and HC/OS 704/2020 as an abuse of process, and allowing the respondent's applications to strike out the two Originating Summonses. The appeals raised the novel issue of whether and how the rule in Henderson v Henderson (1843) 3 Hare 100 applied, alongside Civil Procedure issues on amendments and striking out and the extended doctrine of res judicata. The appellants' counsel included Suresh s/o Damodara, Christopher Anand s/o Daniel and others from Advocatus Law LLP and Damodara Ong LLC, while the respondent was represented by Lok Vi Ming and others of LVM Law Chambers LLC.

Summary

SUPREME COURT OF SINGAPORE

25 November 2024

Case summary

Lim Oon Kuin and others v Rajah & Tann Singapore LLP and other appeals [2024] SGCA 54

Civil Appeal Nos 12, 13, 14 and 15 of 2024

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Decision of the Court of Appeal (delivered by Tay Yong Kwang JCA):

Outcome: The Court allowed the appeals against the decision of the Judge of the General Division of the High Court in which he dismissed the appellants’ applications to amend their Originating Summonses and allowed the respondent’s applications to strike out the Originating Summonses. The Court found that the Henderson doctrine applies only to cases where there has been a prior determination at which the relevant issue could and should have been raised. Since there was no prior determination in the present case of the substantive issues arising from the appellants’ allegations of breach of confidence and breach of duty, the Henderson doctrine could not apply to prevent the appellants from introducing these claims via the proposed amendments. Further, the Court did not consider the amendment applications to otherwise be an abuse of the process of court.

Background

1 Since the early 1990s, the respondent had advised and acted for the appellants and the group of companies that they were key personnel in (the “Group Companies”). Two companies within this group were material for these appeals – Ocean Tankers (Pte) Ltd (“OTPL”) and Hin Leong Trading (Pte) Ltd (“HLT”).

2 Following financial difficulties for the Group Companies in the first half of 2020, OTPL and HLT applied for and were placed under interim judicial management. The interim judicial managers (the “IJMs”) of OTPL and HLT retained the respondent as their solicitors. In July 2020, OTPL and HLT filed the OSes against the respondent. Initially, the OSes contained only a claim to restrain the respondent from representing OTPL and HLT and/or their IJMs, judicial managers and liquidators (collectively, the “Insolvency Representatives”), on the basis that confidential information and documents in the respondent’s possession would be misused in the respondent’s capacity as solicitors for OTPL, HLT and/or the Insolvency Representatives.

3 On 5 October 2020, the respondent applied to strike out the OSes (the “Previous Striking Out Applications”). The OSes were struck out on the basis that the relevant appellants who were directors of OTPL and HLT at the material time had been divested of their powers as directors upon the appointment of the IJMs and therefore could not commence and maintain the OSes. This decision was upheld on appeal.

4 The appellants then applied to join themselves as parties in the OSes (the “Joinder Applications”). The Joinder Applications were disallowed at first instance but allowed on appeal.

5 By this time, nearly two years had passed since the OSes were first filed in July 2020. After being joined as parties in the OSes, the appellants obtained permission on 7 June 2022 to amend the OSes to replace OTPL and HLT with themselves as the applicants. The amended OSes maintained the single claim for final injunctive relief against the respondent.

6 In August 2022, the parties engaged in “without prejudice” discussions in an attempt to settle the OSes. When this did not succeed, the respondent’s solicitors sent a letter on 12 September 2022 (the “12 September Letter”): (a) informing the appellants of the respondent’s disengagement from OTPL, HLT and the liquidators (by this time, OTPL and HLT were already in liquidation); and (b) asking the appellants to discontinue the OSes.

7 When no substantive response to the 12 September Letter was received, the respondent applied on 22 September 2022 to strike out the OSes (the “Striking Out Applications”) on the basis that the 12 September Letter resulted in a full resolution of the appellants’ claims in the OSes and that the continuation of the OSes would serve no practical benefit. On 25 October 2022, the appellants filed applications to amend the OSes (the “Amendment Applications”).

8 The Amendment Applications proposed three groups of amendments (the “Proposed Amendments”): (a) a prayer that declarations be made that, inter alia, the respondent had acted in breach of confidence; (b) prayers that, inter alia, the respondent and other relevant parties deliver up the confidential information to the appellants and be restrained from using the confidential information; and (c) prayers seeking orders that the respondent disgorge the fees it received for its representation of OTPL, HLT and the Insolvency Representatives and/or pay damages to the appellants owing to a breach of confidence.

9 The assistant registrar (the “AR”) disallowed the Amendment Applications and allowed the Striking Out Applications. The Judge of the General Division of the High Court (the “Judge”) upheld the AR’s decision. First, the Judge found that the Amendment Applications were filed in general abuse of process as they were not necessary to determine the real issues between the parties since the appellants had consistently maintained that their sole interest in the OSes was to obtain final injunctive relief against the respondent. Second, the Judge found that the Amendment Applications constituted the more specific form of abuse of process laid out in Henderson v Henderson (1843) 3 Hare 100 (“Henderson”) as the appellants ought to have raised the claims in the Proposed Amendments at a much earlier stage. Since the rejection of the Amendment Applications meant that the only remaining substantive claim for final injunctive relief had already been met by the respondent’s disengagement as solicitors, the Judge affirmed the AR’s decision to allow the Striking Out Applications.

Decision

Whether the Henderson doctrine could apply to the Amendment Applications

10 The rule in Henderson was originally envisioned as an extension of res judicata principles. It extended traditional res judicata principles beyond cases where the relevant point was actually decided by a court in earlier proceedings. The Henderson doctrine seeks to protect the same underlying interest as other forms of res judicata, ie, that there should be finality in litigation and that a party should not be vexed twice in the same matter. The protection of this underlying interest is necessarily linked to the existence of a prior judicial determination which provides the finality that is sought to be protected: at [23] to [24].

11 The Henderson doctrine may apply to different stages of the same action, since it similarly protects finality by preventing parties from raising issues at later stages of the same proceedings which could and should have been raised at the merits stage (where a judicial determination was already made): at [25].

12 The source of confusion in the present case is that the rule in Henderson is also recognised as falling under the doctrine of abuse of process. There are presently several other recognised categories of abuse of process. At present, Henderson abuse is but one category of the doctrine of abuse of process: at [26].

13 In contrast to other categories of abuse of process which do not depend on the existence of a prior judicial determination, the rule in Henderson is largely concerned with preventing unfairness stemming from a party’s failure to raise a point at a prior judicial determination where it could and should have been raised. The inquiry into whether the issue sought to be raised in later proceedings related to “matters that properly belong to the subject of the determined litigation” necessarily assumes the existence of a prior determination. Further, the court’s assessment of the “finality” of the prior determination affects the strictness with which the Henderson doctrine applies. The operation of the doctrine hinges on the existence of a prior determination in the same or earlier proceedings: at [27] and [28].

14 The Henderson doctrine applies only to cases where there has been a prior determination at which the relevant issue could and should have been raised. The only determination made up to this stage was on the preliminary issue of the proper applicants in the OSes. In the circumstances, the Henderson doctrine was inapplicable to the case here: at [29].

15 Where there is no prior determination, delay alone should not ordinarily bar the subsequent raising of new issues unless there is irremediable prejudice to the other party. The lack of bona fides on the appellants’ part in bringing the Amendment Applications should have been the proper focus of the inquiry into abuse of the process of court. The consideration of the rule in Henderson was unnecessary and inappropriate in the circumstances of this case: at [30].

16 The concepts of res judicata and abuse of process are distinct but overlapping areas of law which share the common aim of preventing unfair litigation from proceeding. The rule in Henderson lies at the confluence of res judicata and abuse of process. It is concerned with protecting the finality of a prior determination and therefore can be applied even where the parties do not have any improper or dishonest motives. At the same time, due to a recognition of the expanded scope of issues which may be captured by the rule, courts applying the Henderson principle have been cautious to ensure that there is an element of impropriety, dishonesty or unjust harassment which justifies precluding a party from raising the relevant issue in later proceedings: at [31] and [33].

Whether the Amendment Applications amounted to an abuse of process generally

17 The Judge’s decision was based on his inference that the appellants did not intend the Proposed Amendments to address the real issue in controversy and that they filed the Amendment Applications for collateral purposes. However, in the court’s view, it could not be said that the circumstances indicated clearly that the appellants filed the Amendment Applications for collateral purposes. Central to this view was the fact that the Amendment Applications relate to the real issue of confidentiality which was in dispute between the parties. Further, the undue delay and timing in the filing of the Amendment Applications did not indicate clearly that the appellants had no genuine wish to pursue the reliefs in the Proposed Amendments. An equally reasonable conclusion to draw was simply that the appellants’ pleadings and litigation strategy in the present case were not thought through carefully. The same could explain the fact that the appellants continued to pursue the Proposed Amendments through the ill‑suited OS process: at [39] and [40].

18 The delay in filing the Amendment Applications should not bar the appellants from amending their claims. The proceedings remained at a fairly nascent stage as progress was hindered due largely to the Previous Striking Out Applications and the Joinder Applications. The late filing of the Amendment Applications therefore should not cause irremediable prejudice to the respondent. The respondent’s voluntary disengagement was not irreversible and it was difficult to say that the appellants’ original claim for only injunctive relief amounted to a representation to the respondent that they would not add further claims in the future: at [42] and [44].

The consequential directions

19 The court allowed the Amendment Applications and dismissed the Striking Out Applications. Consequent to this decision, the court made the following directions: (a) the appellants were directed to file pleadings within four weeks of the date of the hearing setting out their claims in accordance with the claims indicated in their applications to amend; (b) the affidavits which had been filed so far were to stand; (c) this matter would proceed as an Originating Claim under the Rules of Court 2021 with effect from the date of the hearing before us; and (d) any further directions in relation to the conduct of this matter would be sought from the assigned registrar or the trial judge: at [46] and [47].

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 novel issue did Lim Oon Kuin v Rajah & Tann Singapore LLP [2024] SGCA 54 raise?

Lim Oon Kuin and others v Rajah & Tann Singapore LLP [2024] SGCA 54 raised the novel issue of whether and how the rule in Henderson v Henderson (1843) 3 Hare 100 applied, alongside the extended doctrine of res judicata, striking out and amendment of Originating Summonses.

Who sat on the Court of Appeal in [2024] SGCA 54?

In [2024] SGCA 54, the Court of Appeal comprised Sundaresh Menon CJ, Tay Yong Kwang JCA and Judith Prakash SJ, with Tay Yong Kwang JCA delivering the grounds of decision on 25 November 2024 in Civil Appeal Nos 12, 13, 14 and 15 of 2024.

Cases Cited (20)

SG (2)

[2021] SGHC 144 [2021] SGHC 47

SLR (11)

[1993] 3 SLR(R) 640 [2004] 2 SLR(R) 173 [2006] 1 SLR(R) 582 [2007] 1 SLR(R) 453 [2012] 1 SLR 457 [2015] 5 SLR 1104 [2019] 2 SLR 710 [2020] 1 SLR 1083 [2022] 1 SLR 1 [2022] 2 SLR 253 [2022] 2 SLR 280

UK (7)

[1982] AC 529 [2001] 2 WLR 72 [2003] EWCA Civ 815 [2009] EWHC 255 [2013] UKSC 46 [2019] EWHC 1676 [2020] EWHC 567