IN THE COURT OF APPEAL OF THE REPUBLIC OF SINGAPORE

[2023] SGCA(I) 6

Court of Appeal/Civil Appeal No 5 of 2023

Between

Lim Chang Huat

… Appellant
And

Stronghold Global Holdings

Limited (in liquidation)
… Respondent

EX TEMPORE JUDGMENT

[Contract — Breach]
[Evidence — Admissibility of evidence — Hearsay]
[Evidence — Admissibility of evidence — Foreign law]

i
 This judgment is subject to final editorial corrections approved by the
court and/or redaction pursuant to the publisher’s duty in compliance
with the law, for publication in LawNet and/or the Singapore Law
Reports.

Lim Chang Huat

v
Stronghold Global Holdings Limited (in liquidation)

[2023] SGCA(I) 6

Court of Appeal — Civil Appeal No 5 of 2023

Steven Chong JCA, Belinda Ang Saw Ean JCA and Arjan Kumar Sikri IJ
13 September 2023

13 September 2023

Steven Chong JCA (delivering judgment of the court ex tempore):

1 This appeal turns on a question of fact: whether the appellant, Mr Lim

Chang Huat (“Mr Lim”), had provided the requisite financial documents and
complied with requests made by the respondent, Stronghold Global Holdings
Limited (“Stronghold”), pursuant to certain provisions of a share purchase
agreement (the “SPA”) dated 30 June 2017. Under the SPA, Mr Lim agreed to
sell to Stronghold his shares in NEP Holdings (Malaysia) Berhad (“NEP
Holdings”), which is the parent company of several subsidiaries (collectively
referred to as the “NEP Group”). The consummation of the SPA was
conditioned on, amongst others, the following obligations: the satisfaction of
Stronghold with the results of its due diligence on the NEP Group (see section
6.02(d) of the SPA); and that, pursuant to this due diligence process, Mr Lim
was obliged to deliver to Stronghold the audited financial statements of the NEP

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Lim Chang Huat v Stronghold Global Holdings Ltd [2023] SGCA(I) 6

Group for the financial year ending 30 June 2016 (“FY16”) and the consolidated
management accounts of the NEP Group from 1 July 2016 to 31 May 2017
(“11M17”) (see section 6.02(f) of the SPA). In this connection, Mr Lim was
also obliged to provide to Stronghold “reasonable access … to the offices,
properties and books and records of the [NEP] Group, … and operating data and
any other information relating to the [NEP Group] as [Stronghold and its
representatives] may reasonably request” (section 5.02 of the SPA), and
covenanted to take “commercially reasonable efforts” to consummate the
transaction (section 5.03 of the SPA).

2 In the present proceedings, Stronghold claimed that Mr Lim and/or his

representatives had failed to provide the financial documents it had requested
either through the employees of its parent company (referred to as “Ozner”), or
by the professional auditors Stronghold had engaged, Ernst & Young (China)
Advisory Limited (“EY”). Stronghold also alleged that Mr Lim failed to meet
the requests made by EY and Ozner for interviews with the management teams
of the NEP Group, and the inspection of NEP Holding’s commission calculating
system (ie, items that went beyond the scope of section 6.02(f) of the SPA) were
not met. The International Judge (the “Judge”) found that Mr Lim failed to fulfil
these requests in breach of sections 5.02, 5.03, 6.02(d) and 6.02(f) of the SPA,
and that Stronghold was therefore entitled to terminate the SPA. His reasons are
set out in a written judgment (the “Judgment”).

3 In the present appeal, Mr Lim makes five principal points. First, he

submits that the Judge had erred in failing to consider the laws of Malaysia,
which was the governing law of the SPA under section 10.05 of the SPA.
Second, he avers that the Judge’s decision to admit (a) a note provided by one
Mr Runald Li (“Mr Li”) of EY to Ms Violet Wei (“Ms Wei”) of Ozner dated

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1 August 2018, which set out the challenges faced by EY in conducting its due
diligence on the NEP Group (the “EY Note”); and (b) a host of e-mails sent by
the representatives of EY and/or Ozner which recorded their requests for
financial statements and documents from personnel of the NEP Group (the “E-
mail Correspondence”) under ss 32(1)(b) and 32(1)(j) of the Evidence Act 1893
(2020 Rev Ed) (the “EA”) was wrong and prejudicial. Third, that as a matter of
the relevant obligations under the SPA, he had: (a) delivered the FY16 audited
financial statements of all companies within the NEP Group to either Ozner or
EY; (b) had provided the consolidated management accounts of the NEP Group
for 11M17, and if not, that the data already provided, when put together,
comprised such consolidated management accounts; and (c) that EY and Ozner
representatives were allowed and did in fact visit NEP Holdings’ office in
Malaysia for interviews from 10 May 2017 to 2 June 2017. Mr Lim also alleges
that EY was given the opportunity to inspect the commission calculating system
when they attended NEP Holdings’ office in Malaysia. Mr Lim’s fourth point
is that Stronghold had repudiated the SPA either during a meeting on
28 December 2017, where Mr Xiao proposed to Mr Lim revised timelines for
his submission of the requisite financial documents (the “28 December 2017
Meeting”), or on the following day by sending to Mr Lim an “Advancement
Plan” which reflected the very revised timelines Mr Xiao had tabled the day
before. This repudiatory act meant that Stronghold was not entitled to terminate
the SPA under the relevant subsections of section 8.01.

4 Mr Lim’s final submission pertained to a deposit of RM5m (the

“Deposit”) that Mr Xiao had caused to be paid to him for the purposes of the
share acquisition. The Judge found that Mr Lim had indeed agreed to return the
Deposit to Mr Xiao, but had not done so. He thus ordered Mr Lim to return the
Deposit to Stronghold. On appeal, Mr Lim argues that he did not need to return

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Lim Chang Huat v Stronghold Global Holdings Ltd [2023] SGCA(I) 6

the Deposit as (a) he had a private arrangement with Mr Xiao in August 2017
where Mr Xiao allegedly indicated that Mr Lim could keep the Deposit; and
(b) that the correct party to the claim was the payor of the Deposit, Glorious
Shine Holdings (“GSH”) and not Stronghold.

5 We deal with these points in turn.

Our decision

Foreign law was not pleaded

6 We begin with Mr Lim’s argument on foreign law. In our view, this

submission is devoid of any merit. First, it is not disputed that Mr Lim had failed
to plead and prove foreign law as an issue of fact. In this regard it is well-
established that our courts will apply Singapore law if the parties elect not to
prove the content of foreign law: EFT Holdings, Inc and another v Marinteknik
Shipbuilders (S) Pte Ltd and another [2014] 1 SLR 860 at [56].

7 Secondly, we note that counsel for Mr Lim had previously agreed in a

Case Management Conference dated 12 June 2020 before the Judge that he
would not be adducing evidence on Malaysian law which explained why
Mr Lim’s counsel confirmed that the parties were content for Malaysian law to
be treated as the same as Singapore law for the purpose of these proceedings.

8 Thirdly, and in any event, Mr Lim’s reliance on the two Malaysian

decisions is misplaced. In making the submission that “[Stronghold] could not
rescind the SPA” unless it proved that Mr Lim “had breached the SPA in its
entirety,” Mr Lim relies on the case of Berjaya Times Squares Sdn Bhd
(formerly known as Berjaya Ditan Sdn Bhd) v M Concept Sdn Bhd [2010]

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1 MLJ 597 (“Berjaya Times Squares”). In Berjaya Times Squares, the plaintiff
had purchased a commercial lot in a property from the defendant, who was the
developer of the property. There was a delay in the delivery of vacant
possession. For such a breach, the parties’ contract provided for the payment of
liquidated damages. The issue was whether the plaintiff was entitled to rescind
the contract in common law and demand the return of instalments that were
previously paid. It was in this context that Gopal Sri Ram FCJ, in rejecting the
plaintiff’s claim, affirmed that it was only when there was a total failure of
consideration that the innocent party could, “as an alternative to claiming
damages, sue for recovery of the money…; if the consideration has partially
failed, his only action is for damages”. The present case, however, is entirely
distinguishable insofar as Stronghold seeks a return of the moneys paid to
Mr Lim not by way of rescission of the SPA in common law, but by the exercise
of its express contractual rights that accrue upon the occurrence of an event of
termination.

9 In any event, it must be borne in mind that the object of Mr Lim’s

obligations to provide financial documents was to facilitate the due diligence of
the NEP Group. Put in its proper commercial context, it seems meaningless to
speak of part-performance of these due diligence obligations. Due diligence
cannot be satisfactorily undertaken based on the partial provision of the
documents.

10 Mr Lim also relies on the Malaysian decision of Hock Huat Iron

Foundry (suing as a firm) v Naga Tembaga Sdn Bhd [1999] 1 MLJ 65 at 73C
for the proposition that “[i]f the party who is in the right allows the defaulting
party to try to remedy his default after an essential date has passed, he cannot
then call the bargain off without first warning the defaulting party by fixing a

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fresh limit, reasonable in the circumstances”. Mr Lim thus argues that the
Termination Notice did not stipulate “a reasonable time for [him] to comply
with the terms of the SPA”. Here, the provision of the financial information was
to take place on or prior to the End Date, 31 December 2017 (see section 8.01(b)
of the SPA). The issue of reasonable time is thus irrelevant. There was also no
question that Stronghold had permitted Mr Lim to remedy his default of the
SPA.

The admissibility of evidence

11 The next issue concerns the admissibility of evidence. The impugned

evidence comprises the EY Note and the E-mail Correspondence.

12 We do not propose to rehearse the Judge’s careful analysis of both

ss 32(1)(b) and 32(1)(j) of the EA, which, in our view, led to the correct decision
to admit the impugned evidence: see Judgment at [24]. What we will say,
however, is that the evidence in question, contrary to what Mr Lim asserts,
appeared to us to be wholly reliable and of great probative value. The impugned
evidence chiefly comprised communications as to whether certain financial
documents had in fact been provided by NEP Holdings. These communications
occurred in the context of the due diligence process that Mr Xiao and his team
were quite eager to complete, as evident from the persistent efforts they took to
accommodate Mr Lim’s delays in furnishing the requisite documents, going so
far as to table fresh timelines under the Advancement Plan. For this reason, and
perhaps for the fact that the sums involved were fairly substantial, Stronghold
engaged EY, a professional accounting firm, to represent them in conducting
the due diligence exercise. In the circumstances, and as the Judge rightly found
at [65] of the Judgment, there was no conceivable reason for these

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communications to be fabricated, nor does any doubt arise as to their veracity.

In short, the EY Note and the E-mail Correspondence contained reliable
statements recorded in the conduct of ordinary business.

13 Further, the EY Note and the E-mail Correspondence were highly

probative, as they spoke to the very fact in issue: whether the requisite financial
documents (in particular, those stipulated in section 6.02(f) of the SPA, such as
the consolidated management accounts for 11M17) were in fact provided by
NEP Holdings to Ozner and/or EY. The E-mail Correspondence, taken as a
whole, also contemporaneously reflected the efforts taken by Ozner and EY to
obtain the financial documents, as well as the reasons given by NEP Holdings
for the delays or their inability to provide the said documents. This was relevant
to establishing whether Ozner and/or EY’s requests were reasonable in the
circumstances, and also whether Mr Lim and his representatives had taken
“commercially reasonable efforts” (per section 5.03 of the SPA) given the
delays that followed. In short, we cannot see any basis to disturb the Judge’s
decision, and do not agree with Mr Lim that the evidence should be excluded
under s 32(3) of the EA.

14 As we are of the view that the impugned evidence was rightly admitted
under s 32(1)(b) of the EA, there is no need for us to elaborate on s 32(1)(j);
save to say that we did not think that the Judge had erred in accepting Mr Xiao’s
evidence on the unavailability of the relevant witnesses. We note in this regard
the Judge’s assessment of Mr Xiao as a reliable witness: Judgment at [27].

Whether Mr Lim had breached the SPA

15 The next issue we turn to is the one at the heart of this appeal – whether
Mr Lim had breached sections 5.02 and 5.03 of the SPA. This turns on whether

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he had performed section 6.02(f) of the SPA, which is premised on two

conjunctive requirements: first, the provision of the FY16 audited financial
statements; and second, the provision of the 11M17 consolidated management
accounts. To the former, the Judge found that the e-mail dated 28 December
2017 (the “28 December 2017 e-mail”) from EY to two representatives of NEP
Holdings, Mr Kong Kian Huat (“Mr Kong”), and Mr Sun Kee Siong
(“Mr Sun”), provided a true and accurate record of the documents that remained
outstanding. The 28 December 2017 e-mail indicated that the audited financial
statements of a number of subsidiaries in the NEP Group were not provided:
Judgment at [107]. These subsidiaries were NEP Diamond Marketing Sdn Bhd
(“NDM(M)”), Wilco Global Ltd (“Wilco”), Shenzhen Diamond Trading Co Ltd
(“ShenZhen”) (collectively, the “Three Subsidiaries”). To the latter, the Judge
found that the 11M17 consolidated management accounts were not provided at
all. As such, the Judge held that Stronghold’s exercise of its right to terminate
the SPA under section 8.01(b) was entirely justified: Judgment at [108].

16 In our judgment, there is no reason to disturb the Judge’s findings. In

arriving at the conclusion that Mr Lim had not fulfilled section 6.02(f) of the
SPA, the Judge had comprehensively assessed all the relevant evidence. As we
had alluded to above, much of this evidence comprised objective,
contemporaneous and probative business records that plainly spelt out the
financial documents which remained outstanding. Put another way, the
documentary evidence spoke for itself. For instance, the 28 December 2017 e-
mail reflected, amongst numerous other things, that the “FY17 management
consolidation working and each entity financial statements” of the NEP Group
and the “FY16 audit report” of the Three Subsidiaries were outstanding. What
is especially telling is that at no time did Mr Lim or any representative of NEP
Holdings dispute the content of the 28 December 2017 e-mail. As we explain

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below, we are unpersuaded by Mr Lim’s tenuous interpretations of the clear

evidence on record. This is to say nothing about the fact that the bulk of
Mr Lim’s arguments on appeal were mere repetition of the points he had made
before the Judge.

17 For instance, in arguing that he had furnished the FY16 audited financial
statements, Mr Lim relies on two items of evidence: first, an e-mail from
Mr Kong to Ms Wei amongst others (with representatives of EY, Ms Lilian
Feng (“Ms Feng”) and Mr Li, copied) dated 10 October 2017 (the “10 October
2017 e-mail”). Mr Lim’s position on appeal is that the FY16 audited financial
statements for the Three Subsidiaries were contained in the attachments to that
e-mail. Second, an e-mail by Mr Kong to EY on 31 October 2017 (the
“31 October 2017 e-mail”), which Mr Lim argues indicates that the FY16
audited financial statements were previously provided in the 10 October 2017
e-mail.

18 However, the attachments to the 10 October 2017 e-mail do not support

Mr Lim’s position. While Mr Lim claimed that the audited financial statements
of the Three Subsidiaries were provided amongst the three attachments to that
e-mail, he did not identify which of the three attachments contained the said
financial statements, let alone point out where amongst the relevant attachment
these financial statements may be found. In any event, what was attached to the
10 October 2017 e-mail were: (a) the minutes of a meeting between
representatives of Ozner and NEP Holdings for the purposes of tracking NEP
Holdings’ progress in furnishing documents (the “Taskforce Meeting”); (b) an
“Information Request List”, which contained a table setting out several
categories of financial and accounting data which Ozner had sought from the
NEP Group; and (c) the income statement and balance sheet of ShenZhen for

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FY16 (the “ShenZhen Attachment”). Significantly, the minutes of the Taskforce

Meeting and the Information Request List, however, do not state that the audited
financial statements of the Three Subsidiaries had been provided. As for the
income statement and balance sheet of ShenZhen in the ShenZhen Attachment,
these would ordinarily constitute financial statements. However, there appears
to be no indication that these were the audited financial statements of ShenZhen.
The contemporaneous documentary evidence suggests that this was not so:

(a) In an interim due diligence report by EY dated 28 June 2017 (the

“EY Interim Report”), it was observed that “the audited financial
statements, consolidated working papers, detailed audit adjustments and
audited and adjusted trial balances of the target group and individual
companies in FY16 were not available. As of the report date, the
management had only provided us with unaudited consolidated
financial statements for FY16 (the financial manager expressed that
some post-period adjustments had been recorded, but it is still necessary
for the management to provide adjustment entries and details for
confirmation)” [emphasis added].

(b) Following this, Ms Feng e-mailed Mr Kong on 29 June 2017,

setting out a list of “key financial outstanding items”. Items 2 and 3 of
the said list stated that the “[u]pdated FY16 trial balances by entity
which should tie to FY16 audited consolidation working by entity. All
the updated elimination entries, later adjustments and audit adjustments
for FY 16” remained outstanding [emphasis added].

(c) The minutes of the parties’ Taskforce Meeting dated 9 November

2017 reflected that the “2016 Audit Report for consolidation and
individual entities” had not been provided despite having been due on

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24 October 2017. It was also noted in these minutes that the “Individual
Audit Report – Mr Sun will upload to iCloud Drive” [emphasis added],
and that the “audited report for the individual entities [would be
provided] shortly” [emphasis added]. Notably, these minutes date close
to a month after the 10 October 2017 e-mail, and even the minutes
attached to the 10 October 2017 e-mail reflect that the “2016 Audit
Report” remained outstanding for the reason that the “[a]udtiors requires
[sic] 1 month preparing the report”.

(d) On 20 December 2017, Mr Sun sent Ms Feng an e-mail

informing her that the audited reports for (i) Nature Environment
Products (HK) Ltd, (ii) NEP Holdings Hong Kong Limited, (iii) NEP
Diamond Marketing (HK) Ltd, (iv) NEP International (HK) Ltd and
(v) Nature Environment Products Sdn Bhd were uploaded – ie, five
other subsidiaries that did not include the Three Subsidiaries.

(e) In the 28 December 2017 e-mail, Ms Feng requested for

Mr Kong and Mr Sun to upload the “FY16 audit report” of ShenZhen,
NDM(M) and Wilco “in icloud”.

19 In our judgment, the above evidence amply supports the finding that
even if the ShenZhen Attachment did amount to a FY16 financial statement, it
did not appear to have been audited as required under section 6.02(f) of the SPA.
This is reinforced by the fact that, at no point after the 10 October 2017 e-mail
did NEP Holdings respond to say that the audited financial statements for
ShenZhen had already been provided: Judgment at [76]. In any case, nothing in
the 10 October 2017 e-mail and the attachments thereto support Mr Lim’s case
that the financial statements of NDM(M) and Wilco were provided.

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20 Nor does the 31 October 2017 e-mail go as far as Mr Lim contends. It is

clear on its face that the e-mail related to requests for the FY16 trial balances
(ie, the “TB”) for the Three Subsidiaries and not their audited accounts.

21 A consideration of the other contemporaneous evidence only serves to

reinforce the Judge’s conclusion that the audited financial statements of the
Three Subsidiaries were not provided. Beyond the clear statements in the
28 December 2017 e-mail, coupled with the persistent chasers sent by EY or
Ozner personnel, it is also relevant that the FY16 financial statements of the
Three Subsidiaries were absent from the virtual data rooms which were created
for the purposes of document-sharing by NEP Holdings to EY and Ozner.

22 Finally, on the consolidated management accounts for 11M17, Mr Lim

has not provided a basis for this court to interfere with the Judge’s finding that
the 11M17 consolidated management accounts remained outstanding. Putting
aside the objective documentary evidence for a moment, Mr Lim’s other
difficulty is overcoming the Judge’s finding that Mr Kong had “lied time and
again” about the provision of these documents: Judgment at [30]. This, he
makes no attempt to do in the present appeal.

Whether Stronghold repudiated the SPA prior to the End Date

23 Mr Lim’s case below was that Stronghold’s Termination Notice dated

30 September 2018 was a repudiation of the SPA and amounted to a wrongful
termination of the same. On appeal, Mr Lim instead submits that Stronghold
had repudiated the SPA at an earlier date: either at the 28 December 2017
meeting, or by way of the Advancement Plan sent a day after on 29 December
2017 through the common proposal on both these dates that Stronghold should
purchase a smaller shareholding in NEP Holdings moving forward. While this

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is not made clear in Mr Lim’s submissions, it is presumably his case that this
repudiatory act was a breach of the SPA, thereby disentitling Stronghold from
terminating the SPA under sections 8.01(b) and 8.01(d).

24 We cannot agree with Mr Lim. First, this new claim was not pleaded in
Mr Lim’s defence, with the consequence that neither party led evidence on
whether the discussions at the 28 December 2017 meeting or the contents of the
Advancement Plan were repudiatory in the circumstances.

25 Second, and even on a consideration of the available evidence, it cannot

be said that Stronghold’s acts on 28 and 29 December 2017 were repudiatory.
A repudiatory breach is established where, by his words or conduct, the party
alleged to have renounced the contract “evinces an intention not to perform or
expressly declares that he is or will be unable to perform his obligations in some
material respect, and short of an express refusal or declaration, the test is to
ascertain whether the action or actions of the party in default are such as to lead
a reasonable person to conclude that he no longer intends to be bound by its
provisions”: iVenture Card Limited and others v Big Bus Singapore City
Sightseeing Pte Ltd and others [2022] 1 SLR 302 at [64]. As the Judge
highlighted at [96] of the Judgment, it was Mr Xiao’s evidence that it was
“obvious to all that the transaction could not be completed by the End Date of
31 December 2017” at the point when the 28 December 2017 Meeting took
place. At that belated juncture, the SPA would have in all probability been
terminated in accordance with section 8.01(b) or varied such that the stipulated
timelines would be extended. Faced with the virtual certainty that the
consummation of the SPA would not occur by the End Date, the proposals at
the 28 December 2017 Meeting and as captured in the Advancement Plan were
advanced with a view to “come up with [Stronghold’s] proposed next steps”

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(even if pre-emptive). Even Mr Lim’s representative appeared to entertain that

possibility, replying to Ms Wei’s e-mail setting out the Advancement Plan that
they would “review the same with [their] management team and revert on [their]
plan on the summary points as soon as possible”. However, as the Judge had
found, and which findings Mr Lim does not contest on appeal, no reply from
Mr Lim and his representatives was forthcoming. Nor were they responsive to
subsequent attempts to establish contact, leading to the Judge’s conclusion that
“Mr Lim [had] effectively closed the door on [the possibility of re-negotiations]
by the stance he took from January 2018 onwards”: Judgment at [105]. When
the events surrounding the End Date are seen in this light, it is clear that no
reasonable person would conclude that Stronghold no longer intended to be
bound by the provisions of the SPA. To the contrary, Stronghold appeared keen
to consummate the transaction but could not (nor, in any event, was it
contractually obliged to do so pursuant to section 6.02(f)) due to the host of
financial documents that remained outstanding.

The Deposit

26 The final issue pertains to the Deposit, which the parties accepted was
paid by GSH to Mr Lim, but was not returned to Stronghold, GSH and/or
Mr Xiao. Mr Lim’s case below, and which he reiterates on appeal, was that he
and Mr Xiao had a private arrangement in August 2017 such that Mr Lim did
not need to return the Deposit. He referred to the fact that, under the terms of
the second of two memoranda of understanding that he and Mr Xiao had signed,
part of the consideration to be paid for the Shares comprised shares in Ozner.
He thus claimed that in August 2017, Mr Xiao had voluntarily proposed to pay
the Deposit in view of the risk that the price of Ozner shares might fluctuate.

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27 The Judge found that there was no evidence of the alleged private
arrangement for Mr Lim to retain the Deposit, and further noted that the alleged
private arrangement was only raised close to three years after the filing of his
initial defence: Judgment at [136]. The Judge did not accept Mr Lim’s evidence
as to Mr Xiao’s motivation for doing so, particularly as by the time the SPA was
signed (in June 2017, prior to the alleged private arrangement), there was no
longer any provision for the acquisition of the Shares with Ozner’s shares:
Judgment at [135]. Mr Lim was also unable to explain why section 2.01(b) of
the SPA provided that the sum of RM29.682m was to be paid “less the amount
of the Deposit”, which was defined as “the refundable deposit in the amount of
RM 5 million paid by the Purchaser… prior to the date of this Agreement”.
Instead, the Judge accepted Mr Xiao’s evidence that Mr Lim had agreed to repay
the Deposit to Stronghold upon receipt of the RM29.682m sum. This was
supported by an e-mail dated 12 July 2017 by a representative of Ozner to NEP
Holdings querying whether the Deposit would be repaid. The Judge therefore
found Mr Xiao’s account “consistent with the documentary record and with
commercial probability”: Judgment at [141]. We see no reason to disturb the
Judge’s findings on this issue.

28 While Mr Lim also argued that the correct party to claim the Deposit
was GSH, and not Stronghold, this argument was adequately addressed at [142]
of the Judgment:

… Because the agreement was reached for payment by

Stronghold of the larger sum, it was Stronghold that entered
into the oral agreement, in the person of Mr Xiao with Mr Lim,
and it gave good consideration for the refund of the Deposit,
which it was entitled to claim from Mr Lim as a matter of
contract, although it was bound to pass that sum on to [GSH].

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Conclusion

29 For the foregoing reasons, we dismiss the appeal. Having heard the
parties’ respective positions on costs, and taking into account section 7.02(b) of
the SPA which essentially provides that Stronghold is to be indemnified of its
costs and expenses in these proceedings, we order that Mr Lim pay to
Stronghold costs fixed at $80,000 (all-in).

Steven Chong Belinda Ang Saw Ean

Judge of the Court of Appeal Judge of the Court of Appeal

Arjan Kumar Sikri

International Judge

Leo Cheng Suan, Ng Khai Lee Ivan and Phyllis Wong Shi Ting
(Infinitus Law Corporation) for the appellant;
Ong Boon Hwee William, Lim Jun Rui Ivan, Wong Pei Ting and
Wong Ling Yun (Allen & Gledhill LLP) for the respondent.

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