1 These cross-appeals are brought against the decision of the High Court judge (“the Judge”) in Ram Niranjan v Navin Jatia and others and another suit [2019] SGHC 138 (the “GD”). Suit No 911 of 2016 (“the Suit”) was commenced on 25 August 2016 by Mr Ram Niranjan (“Mr Ram”) against his son Mr Navin Jatia (“Mr Navin”), daughter-in-law Mdm Samridhi Jatia (“Mrs Navin”), Evergreen Global Pte Ltd (“Evergreen”), and Mr Ram’s wife, Mdm Shakuntala Devi (“Mrs Ram”). Evergreen is a Singapore-incorporated company which was founded by Mr Ram in 1989 and played a nominal role in the Suit. ¹ While Mrs Ram was named as the fourth defendant, her case was aligned with that of Mr Ram. Mrs Ram also commenced a third party action against the Navins which overlapped substantively with Mr Ram’s claims.

2 The cross-appeals concern, in the main, various factual findings made by the Judge in relation to the validity or legal effect of four instruments, namely:

(a) a memorandum of understanding dated 9 December 2006 between the Rams and the Navins (“the 2006 MOU”);

(b) a sale and purchase agreement dated 2 January 2015 between Mrs Ram and Mr Navin (“the January 2015 SPA”); and

(c) a deed dated 6 August 2015 (“August 2015 Deed”), along with an agreement dated 1 September 2015 (“the September 2015 Agreement”) between the Rams and the Navins. ²

In these cross-appeals, the Rams’ right to live in a property at Poole Road owned by Mr Navin (“the Poole Road Property”) is also in issue. We note that
Mrs Ram did not sign the 2006 MOU although she was named as a party to it. Nonetheless, nothing in this judgment turns on that fact.

3 In our judgment, the core issue in these cross-appeals is the validity of the August 2015 Deed. This is because the August 2015 Deed was a settlement agreement that was intended to resolve the disputes which had arisen between the Rams and the Navins. Consequently, it follows that some of the claims brought by the Rams in the Suit, which were premised on these disputes, cannot be sustained if the August 2015 Deed is found to be valid. The Judge, however, set aside the August 2015 Deed on the basis that Mr Navin had failed to disclose a material fact. In brief terms, the Judge held that since the August 2015 Deed was a family arrangement, the parties were subject to a duty to disclose material facts. In the present case, Mr Navin had invested Mr Ram’s moneys in bonds (“the Bonds”) from 2010, ³ although the actual amount invested for
Mr Ram was in dispute. According to the Judge, the material fact which had not been disclosed by Mr Navin was Mr Ram’s share of the sale proceeds from the Bonds (“the sale proceeds”): GD at [79]. The Judge found that Mr Ram had contributed 89.55% of the funds used to purchase the Bonds and that his entitlement was US$3,442,378.29: GD at [197]. This fact was not disclosed by Mr Navin to Mr Ram. The August 2015 Deed was set aside under those circumstances.

4 Having carefully considered the parties’ submissions, we find that
Mr Navin did not breach any duty of disclosure owed to the Rams. Accordingly, we reverse the Judge’s decision to set aside the August 2015 Deed. In our view, it is also questionable whether the parties owed a duty of disclosure to one another, notwithstanding that the August 2015 Deed was a family arrangement. Nevertheless, we leave that issue for determination on a future occasion as it need not be determined in the present case given our finding that there is no breach of any such duty.

5 In relation to the remaining findings of the Judge, we are satisfied that the threshold for appellate intervention is not met in the present case. The findings of fact were not clearly against the weight of the evidence. We explain our reasons and the consequential orders that follow below.

6 In this judgment, we set out only the facts which are relevant to our decision.

7 The Rams are Singapore permanent residents. Mr Navin, on the other hand, is a Singapore citizen and therefore capable of purchasing residential property without regulatory approval. Mr Navin started working in Evergreen from the middle of 1991 after completing his full-time National Service. On
13 March 1993, Mr Navin, then 23 years old, exercised an option to purchase the Poole Road Property for S$2.88m: GD ([1] supra) at [9] and [11]–[13].

8 Two days after he did so, Mr Navin applied to the Land Dealings (Approval) Unit (“LDU”) for Mr Ram and him to hold title to the Poole Road Property as tenants in common having a 65% (Mr Ram) and 35% interest
(Mr Navin) respectively. ⁴ This application, which also stated that the Poole Road Property was intended to be used as a family residence, was rejected by the Controller of Residential Property. Mr Navin appealed to the Minister of Law against the rejection of the application. On appeal, he sought permission to register the Poole Road Property in his and his parents’ joint names, to be held as a joint tenancy, stating that: ⁵

9 The appeal was rejected by the Minister of Law. ⁶ Subsequently, the Poole Road Property was registered in Mr Navin’s sole name: GD at [13]. S$2.3m of the S$2.88m was paid using a mortgage loan from Overseas Union Bank Limited. ⁷ In turn, the mortgage included a S$1.8m overdraft facility in both Mr Ram’s and Mr Navin’s names. The parties disputed whether it was Mr Ram or Mr Navin who had paid for the Poole Road Property: GD at [13]. Both Mr Navin and Mr Ram claimed to have paid for the Poole Road Property in full. ⁸ According to Mr Navin, he repaid the mortgage loan within six years. ⁹ Mr Ram pleaded that he had paid for the Poole Road Property in reliance on the common understanding and intent between the Rams and Mr Navin that the Rams would have a “life interest” in the Poole Road Property. ¹⁰

10 While the Poole Road Property was registered in Mr Navin’s name, it effectively functioned as the family home for the next 23 years. However, the Rams alleged that in February 2016, the Navins had given the family’s driver and domestic helpers instructions not to serve or help the Rams or to allow them to use the family’s cars. It was also alleged that the Navins had installed locks on common areas of the home, such as the television room, store room and fridge, to prevent access by the Rams, who were effectively confined to their bedroom. ¹¹ On the part of the Navins, closed-circuit television footage was shown at the trial in an attempt to demonstrate Mr Ram’s allegedly unreasonable behaviour while living at the Poole Road Property. On 12 July 2016, Mrs Navin obtained an expedited protection order against Mr Ram on the basis that there was imminent danger of family violence being committed against her children. This order was later discharged since, inter alia, Mrs Navin had only proven one incident of family violence committed against her, which did not include physical violence, and Mr Ram had confirmed that he would not return to the Poole Road Property while the Navins lived there: GD at [37].

11 The police were also called on a number of occasions. On 14 July 2016, the police were called, allegedly because Mr Navin’s sister had arranged for a masseuse to visit the Poole Road Property to give Mrs Ram a massage but
Mr Navin did not want illegal helpers working at the Poole Road Property. On 31 July 2016, the police were called again after Mr Ram reacted to something Mr Navin had said by pulling down his pants and exposing himself in front of Mrs Navin and her son. Mr Ram returned the next day, and Mr Navin called the police again. Subsequently, the Rams were arrested and charged with criminal trespass. Allegedly, the Rams have not been able to access the Poole Road Property to retrieve their belongings since then. ¹² Mr Navin engaged professional movers to pack and send their belongings to them, but the Rams alleged that many items were missing. This formed the basis for their claims of conversion and/or detinue: GD ([1] supra) at [38]–[40].

12 It was not disputed that by 2006, Mr Ram and Mr Navin were at loggerheads for various reasons which we need not go into. At the trial, some emphasis was placed by Mr Navin on the fact that the family is part of the Marwari community, which he described as a “tightly knit ethnolinguistic group with origins in India and Nepal”. ¹³ It was common ground that the tradition within the Marwari community is to have disputes between family members resolved by having elders within the community conduct mediation. ¹⁴ Consistent with this tradition, Mr Ram’s youngest daughter, Ms Kalpana Binani (“Kalpana”), and her husband, Mr Braj Binani (“Braj”), stepped in to mediate. This led to the 2006 MOU which was signed by Mr Ram, Mrs Ram and
Mr Navin. Under the 2006 MOU, Evergreen would have a “revised” capital structure under which Mr Navin would hold 50% of the shares and the Rams would hold 25% of the shares each. Mr Navin was also formally appointed as the managing director of Evergreen with effective control of its day-to-day operations: GD at [19] and [20].

13 For present purposes, the relevant clauses of the 2006 MOU are: ¹⁵

14 In this judgment, we refer to the obligation under cl 5ix) of the 2006 MOU as the obligation to pay the “Annual Allowance”. The parties disputed whether the 2006 MOU was intended to be legally binding.

15 The 2006 MOU did not end the disputes between Mr Ram and
Mr Navin. In particular, two matters are of primary importance to our decision. The first concerned Mr Navin’s refusal to pay the Rams the Annual Allowance after October 2013: GD ([1] supra) at [24].

16 The second concerned investments in the Bonds. In May 2007, Mr Ram opened an account with UBS AG (“UBS”) in his and Mrs Ram’s names to make investments. Mr Navin managed the money in this account and invested
Mr Ram’s moneys in the Bonds, which were paid for in part using loans from UBS: GD at [21].

17 In July 2014, Mr Ram had asked Mr Navin to transfer the Bonds to him. Mr Ram asserted that the Bonds should have been held by Mandalay Global Assets Ltd (“Mandalay”), a company in which Mr Ram was one of the beneficial owners: GD at [21]. The Bonds were instead held in the name of La Brasserie Corporation Ltd, an entity controlled by the Navins. While Mr Navin had instructed UBS to transfer the Bonds to Mandalay on 24 July 2014, he subsequently changed his mind. According to Mr Navin, this was because
Mr Ram had started demanding that Mr Navin transfer his shares in Evergreen, the Poole Road Property and US$5m to Mr Ram: GD at [25]. The existence of Mr Ram’s demands was corroborated to an extent by an e-mail sent by Mr Navin on 5 October 2014 to their relatives, including Kalpana and Braj (“the 5 October 2014 E-mail”): ¹⁶

18 In November 2014, Mr Navin instructed UBS to liquidate the Bonds and the sale proceeds amounted to US$4,270,058.83. Mr Navin explained that he held onto the entire sale proceeds as he wanted to discuss a global settlement with Mr Ram arising from their various disputes. ¹⁷ Mr Ram claimed that
Mr Navin held the sale proceeds on constructive trust for him, and that Mr Navin had breached his fiduciary duties in failing to transfer the sale proceeds to him. ¹⁸ At the trial below, the key dispute concerning the Bonds was whether the Bonds (and the sale proceeds) were wholly owned by Mr Ram or whether they were a joint investment by Mr Navin and Mr Ram in “about equal shares”: GD at [21].

19 On or about 21 November 2014, Mrs Ram left Mr Ram. The reasons for this were disputed, but Mrs Ram’s account was that she left Mr Ram after quarrelling with him over his threats to close down Evergreen. ¹⁹ On 2 January 2015, Mrs Ram and Mr Navin entered into the January 2015 SPA, which was an agreement for the sale of Mrs Ram’s 25% shareholding in Evergreen to
Mr Navin for US$1.962m. The January 2015 SPA was signed in the presence of a solicitor who interpreted it to Mrs Ram in Hindi, although
Mrs Ram claimed that this was done very briefly, and that she did not understand what she signed. ²⁰ The terms of the January 2015 SPA provided that the transfer of the shares to Mr Navin was to take place upon Mrs Ram’s demise. Pending that transfer, Mrs Ram was to grant, and she indeed granted, an irrevocable power of attorney (“POA”) to Mr Navin to deal with all the rights and interests with respect to the shares including voting rights. In the event that Mrs Ram breached the terms of the January 2015 SPA, Mr Navin would be entitled to transfer the shares to himself: GD ([1] supra) at [27].

20 However, Mrs Ram signed a Revocation of Power of Attorney on
26 March 2015, purporting to revoke the POA. Consequently, by way of a letter dated 6 April 2015, Mr Navin informed Mrs Ram’s then-solicitors that he had exercised his right pursuant to the January 2015 SPA to transfer the shares to himself: GD at [28] and [29].

21 As we elaborate below, Mrs Ram alleged that the January 2015 SPA was not binding on her. Alternatively, she alleged that the shares held in her name belonged beneficially to Mr Ram even though under the 2006 MOU, she was to have 25% of the shares in Evergreen.

22 Braj and Mr Navin’s father-in-law were asked to mediate the disputes between Mr Ram and Mr Navin. A meeting was scheduled for 11 August 2015. However, before the mediation took place, the Navins and the Rams signed the August 2015 Deed on 6 August 2015: GD at [31].

23 Clause 1 of the August 2015 Deed reads: ²¹

24 The “Issues” referred to in cl 1 were defined in the recitals as follows: ²²

25 At the time when Mr Ram signed the August 2015 Deed, he was aware of the approximate amount for which the Bonds had been sold. Indeed, he averred in his Statement of Claim that: ²³

26 Mr Ram’s position throughout the hearing below was that he was entitled to all of the sale proceeds. Nevertheless, it is undisputed that he signed the August 2015 Deed which provided that he would be paid US$2m in full and final settlement of the issues between the parties, although the scope of the issues determined thereunder was and remains disputed.

27 The August 2015 Deed was followed by the September 2015 Agreement which was signed by the same parties as the August 2015 Deed (ie, the Rams and the Navins): GD ([1] supra) at [33]. Under the September 2015 Agreement: ²⁴

(a) Mr Navin agreed to the Rams’ request to transfer to Mrs Ram 7,300 shares in an Indian company called Janson Engineering Company Pte Ltd; and

(b) the parties agreed that “from now on, [they would] each retain the assets held in [their] respective names and [would] be free to deal with the same in any manner”.

28 The Rams challenged the validity of the August 2015 Deed on various grounds but succeeded only on the ground of material non-disclosure by
Mr Navin. The August 2015 Deed was therefore set aside by the Judge on that basis. The Judge also set aside the September 2015 Agreement as it merely confirmed that a full and final settlement had been reached under the August 2015 Deed, and it thus stood or fell with the August 2015 Deed: GD at [80]. As this forms the core issue in this judgment, we will examine the Judge’s reasoning in greater detail below.

29 As the Judge set aside the August 2015 Deed, the next issue before the Judge was whether the 2006 MOU was binding on the parties. In gist, the Judge found that the 2006 MOU was binding, and that the parties had the intention to create legal relations: GD at [83]. The presumption that parties have no intention to create legal relations in social and domestic arrangements was rebutted on the facts of the present case: GD at [85]–[90].

30 As a result, the Judge ordered that Mr Navin comply with his various obligations under the 2006 MOU, including the payment of the Annual Allowance. Another consequence of the Judge’s upholding of the 2006 MOU was that the Rams had a contractual licence to stay at the Poole Road Property with full comforts for the rest of their lives. However, the Judge held that this was subject to an implied term that they did not misbehave in such a way as would make it unreasonable for them to insist on staying at the Poole Road Property (“the Implied Term”). Mr Ram was found to have breached the Implied Term, and the Judge held that Mr Navin was entitled to revoke Mr Ram’s contractual licence to stay at the Poole Road Property. On the other hand, the Judge found that Mrs Ram had decided on her own not to continue residing at the Poole Road Property, and accordingly, that Mr Navin had not breached the contractual licence in respect of Mrs Ram either: GD at [117] and [118].

31 Turning to the Rams’ claims relating to the Poole Road Property, the Judge found that while it was Mr Ram who had paid for the Poole Road Property (GD ([1] supra) at [98]), there was no evidence of the alleged common understanding for the Rams to have an irrevocable right to live in the Poole Road Property: GD at [109]. Mr Ram’s proprietary estoppel plea was therefore dismissed: GD at [119]. Finally, the Judge dismissed the claims for a declaration that Mr Navin held the Poole Road Property on remedial constructive trust for the Rams as the basis for this claim had not been established: GD at [120]. The Judge also dismissed the claim that the Navins conspired to remove or constructively evict the Rams from the Poole Road Property as the evidence in totality fell short of establishing any conspiracy: GD at [127].

32 With regard to the claims for conversion or detinue, the Judge found that the Rams had not produced any evidence that Mr Navin had converted or failed to return certain items which had been left at the Poole Road Property to them, and accordingly dismissed these claims: GD at [129].

33 In relation to the January 2015 SPA, the Judge dismissed Mrs Ram’s attempts to rely on undue influence, economic duress, unconscionability, non est factum and misrepresentation to set it aside. Mrs Ram had also contended that there was a lack of consideration under the January 2015 SPA. The Judge held that the January 2015 SPA was a valid sale of Mrs Ram’s shares to
Mr Navin and that Mrs Ram had received valid consideration from Mr Navin amounting to US$1.962m: GD at [209]. The Judge also held that Mrs Ram’s shares were not held on trust for Mr Ram: GD at [208].

34 Accordingly, for the reasons above, the Judge reached the following conclusions (GD at [215]):

(a) The August 2015 Deed was set aside on the ground of material non-disclosure. The September 2015 Agreement was also set aside as it was to be read in conjunction with the August 2015 Deed. Consequently, Mr Ram was ordered to return the sum of US$2m under the August 2015 Deed to Mr Navin, subject to a set-off against amounts that Mr Navin had been ordered to pay Mr Ram;

(b) The 2006 MOU was found to be legally binding and thus:

(i) Mr Navin was ordered to pay the Rams the arrears of the Annual Allowance and to continue paying the Rams the Annual Allowance as stipulated in the 2006 MOU;

(ii) Mr Navin was ordered to pay Mrs Ram to the extent of US$1m upon receipt of notice in writing that she desired to acquire a residential property;

(iii) The Rams had a contractual licence to live in the Poole Road Property with full comforts for the rest of their lives subject to the Implied Term. However, Mr Ram had breached the Implied Term and was not entitled to live in the Poole Road Property. Mrs Ram had chosen not to stay at the Poole Road Property voluntarily.

(c) Mr Navin was found to hold the sum of US$3,442,378.29 being Mr Ram’s share of the sale proceeds on trust for Mr Ram, and was ordered to pay this sum to Mr Ram.

35 For completeness, we note that Mr Ram also succeeded on his claim against the Navins for minority oppression under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) in relation to Evergreen and the Navins were ordered to buy out his shares in Evergreen at fair value, with no discount: GD ([1] supra) at [215(d)]. There is no appeal in respect of this decision and hence Mr Ram’s minority oppression claim is not in issue in the present appeal.

36 In this section, we briefly outline the appeals brought by the parties. We elaborate on the parties’ respective cases in greater detail in the course of our decision below.

37 Civil Appeal No 202 of 2018 (“CA 202/2018”) is the appeal by
Mr Navin, Mrs Navin and Evergreen against the Judge’s decision in respect of the August 2015 Deed and the 2006 MOU. We refer to their case as the Navins’ case for convenience. ²⁵

38 First, the Navins contended that the Judge erred in setting aside the August 2015 Deed on the ground of material non-disclosure. There were only two material facts that the Judge ought to have been concerned with: the quantum of the sale proceeds and Mr Ram’s share of those proceeds. ²⁶ As regards the former, Mr Ram had pleaded that Mr Navin had apprised him of the approximate amount of the sale proceeds. ²⁷ For the latter, it was necessary for Mr Ram to show that Mr Navin knew that Mr Ram’s share of the sale proceeds was greater than US$2m (ie, the sum received by Mr Ram under the August 2015 Deed). ²⁸ However, the Navins’ position both then and at the time of the trial was that Mr Ram was only entitled to 43.46% of the sale proceeds (ie, US$1,855,631.70). ²⁹

39 Second, the Navins contended that the Judge erred in finding that there was an intention to create legal relations in respect of the 2006 MOU. According to the Navins, the 2006 MOU was merely an arrangement, understanding or guideline which the parties would “try to follow”. It was not intended to be a legally binding contract. ³⁰ In addition, the Navins also claimed that there was no consideration moving from the Rams to Mr Navin in return for the benefits they were supposed to receive under the 2006 MOU. ³¹ This constituted a ground for setting aside the 2006 MOU.

40 Civil Appeal No 205 of 2018 (“CA 205/2018”) is Mr Ram’s appeal against the Judge’s decision on the following issues.

41 In relation to the Poole Road Property, Mr Ram submitted that there was a common understanding between the Rams and Mr Navin that the former would have an irrevocable right to reside rent-free at the Poole Road Property for life. This gave rise to a proprietary estoppel claim as well as a finding that Mr Navin held the Poole Road Property on a remedial constructive trust for them. ³² While the Judge rightly found that the Rams had a right to live in the Poole Road Property pursuant to the contractual licence in the 2006 MOU, he erred in finding that this licence was subject to the Implied Term. In any event, Mr Ram did not breach the Implied Term and Mr Navin was not entitled to revoke the licence vis-à-vis Mr Ram. ³³ Mr Ram further contended that it was instead Mr Navin who had breached the common understanding as well as the contractual licence, giving rise to a claim in damages. ³⁴ His claim against the Navins based on a conspiracy to remove or constructively evict the Rams from the Poole Road Property should also have been allowed. ³⁵

42 In addition, Mr Ram submitted that the Judge erred in dismissing his claim that Mrs Ram’s shares in Evergreen were held on trust for him. ³⁶ This would have meant that the sale of her shares to Mr Navin under the January 2015 SPA was not a valid one. In any event, Mr Navin had breached the articles of association of Evergreen. Specifically, Article 31, which provides for a right of first refusal to existing shareholders (including Mr Ram), was not complied with and the January 2015 SPA ought to have been set aside. ³⁷

43 Civil Appeal No 203 of 2018 (“CA 203/2018”) is Mrs Ram’s appeal against the Judge’s decision. As her case was essentially aligned with that of
Mr Ram, it is not necessary to outline it separately save for the following aspects.

44 Mrs Ram contended that the Judge erred in respect of his findings in relation to the Poole Road Property. First, Mrs Ram did not waive her right to live in the Poole Road Property. ³⁸ There was no unequivocal representation that she was giving up that right. ³⁹ It could not be said that it was Mrs Ram who had chosen not to continue staying at the Poole Road Property when the reality was that she had no other alternative. ⁴⁰ Second, Mrs Ram claimed that Mr Navin’s cumulative acts of ill-treatment were a breach of the contractual licence in the 2006 MOU. ⁴¹ The conspiracy to evict the Rams also constituted a breach of that licence. ⁴²

45 Mrs Ram also claimed that she was tricked by Mr Navin into signing the January 2015 SPA. Consequently, the January 2015 SPA ought to be set aside on the grounds of a lack of consideration, undue influence, duress, unconscionability, non est factum and misrepresentation. ⁴³ We note that at the hearing before us, Mrs Ram’s counsel specifically emphasised the allegation that she was unduly influenced by Mr Navin into signing the January 2015 SPA, which resulted in her selling her shares at an undervalue.

46 Finally, Mrs Ram submitted that her claim against Mr Navin for conversion and/or detinue should be allowed. ⁴⁴

47 The issues which arise in these appeals are:

(a) whether the Judge was correct in setting aside the August 2015 Deed on the basis of material non-disclosure;

(b) if the August 2015 Deed is upheld,

(i) what issues were settled thereunder, and what previous agreements were superseded;

(ii) whether the Judge erred in relation to the remaining issues not settled by the August 2015 Deed; and

(c) whether the 2006 MOU was legally binding on the parties thereto.

48 In the present case, all the parties accepted that the August 2015 Deed was a family arrangement. In Kuek Siang Wei and another v Kuek Siew Chew [2015] 5 SLR 357 (“Kuek Siang Wei”), ⁴⁵ we observed that there does not appear to be a precise definition of the term “family arrangement”. Nonetheless, stated broadly, it refers to an agreement between members of the same family which is intended to be generally and reasonably for the benefit of the family: at [45]. This description of a family arrangement is consistent with that in Rajabali Jumabhoy and others v Ameerali R Jumabhoy and others [1997] 2 SLR(R) 296 ⁴⁶ (“Rajabali”) at [204], which the Judge cited at [76] of the GD ([1] supra).

49 The Judge proceeded on the premise that a duty of disclosure would inevitably arise in any family arrangement. Relying on Halsbury’s Laws of England vol 18 (Butterworths, 4th Ed, 1977) (“Halsbury”) at para 315, the Judge stated as follows at [76]:

50 On the facts, the Judge held that Mr Navin had breached his duty of disclosure. Mr Navin had failed to disclose Mr Ram’s share of the sale proceeds, which amounted to US$3,442,378.29. According to the Judge, Mr Ram’s share of the sale proceeds was a material fact since the August 2015 Deed purported to settle all the existing disputes for a sum of US$2m. Consequently, the August 2015 Deed was set aside on the ground of material non-disclosure: GD at [78]–[79].

51 In our judgment, there are two distinct questions which arise in these appeals:

(a) First, does a duty of disclosure arise in all family arrangements?

(b) Second, if there was a duty of disclosure between the parties, did Mr Navin breach that duty?

52 The duty of disclosure in family arrangements is an exception to the general rule in contract law that the non-disclosure of a material fact does not give the counterparty the right to avoid the contract: Bell and another v Lever Brothers Limited and others [1932] AC 161 at 227. In considering the scope of this exception, it is crucial to understand the underlying rationale for imposing a duty of disclosure on parties to a family arrangement. In Kuek Siang Wei ([48] supra), ⁴⁷ we stated as follows at [63]:

53 In essence, the law presumes that parties to a family arrangement repose a certain degree of trust and confidence in one another, such that there is an obligation to make full and frank disclosure of all material facts. In such domestic arrangements the contracting parties may be led to believe, simply by virtue of their relationship, that the counterparty can be trusted not to take advantage of their ignorance, and to similarly negotiate on the basis of sentiment and the greater good of the family.

54 The question then arises whether a duty of disclosure ought to be imposed on parties to a family arrangement even where there is a lack of trust and confidence between them. We note that the proposition expressed in Halsbury which the Judge relied on, was expressed with a qualification in William Williamson Kerr, A Treatise on the Law of Fraud and Mistake as administered in Courts of Equity (William Maxwell & Son, 1st ed, 1868) (“Kerr”), where it was stated at pp 79–80:

55 As authority for the qualification above, the author cited the decision of the House of Lords in Irvine v Kirkpatrick (1850) 7 Bell 186. Irvine concerned a dispute between siblings. One brother, Charles, had died and was survived by two brothers, Walter and Christopher Irvine, and four sisters. Walter purchased his sisters’ interests in Charles’s estate through two deeds. The House of Lords acknowledged at 208 that these consisted of a family arrangement between Walter and his four sisters. However, it was stated that there was no issue of non-disclosure given that the parties were negotiating “at arm’s length” and were “not [on] good terms with one another”. In our view, Irvine was an example of a case where there was an absence of trust and confidence between the counterparties. The relevant passage at 209 reads:

56 For completeness, we note that in S E Williams, Kerr on Fraud and Mistake (Sweet & Maxwell, 6th Ed, 1929), a later edition of Kerr, the italicised sentence at [54] was removed. It is unclear to us why this was done. In our view, nothing turns on this and we are unaware of any decision that has overruled the principle in Irvine.

57 The thrust of the foregoing analysis appears to be that where the underlying rationale for the duty of disclosure in family arrangements is not engaged, the duty may not apply. While we did not have the benefit of full arguments from counsel on this point, it would seem, prima facie, that the duty is not engaged where there is no relationship of trust and confidence between the counterparties to the contract. We should, however, stress that the mere fact of family disharmony and disagreement over certain issues does not necessarily mean that a relationship of trust and confidence is absent. While this was not necessary to determine in the present case, we make a number of observations.

58 In the present case, the Judge noted that the relationship between the Rams and Mr Navin at the time the August 2015 Deed was signed was “anything but one of trust and confidence”. He explained as follows at [65] ([1] supra):

59 We see no reason to disturb this finding of fact. To be clear, this finding was not inconsistent with the Judge’s characterisation of the August 2015 Deed as a family arrangement. Put in another way, while our preliminary view is that a level of trust and confidence is necessary for the duty of disclosure to be engaged, this trust and confidence is not necessary to answer the preceding question, namely, whether a particular agreement is a family arrangement. In this regard, we note that the preamble to the August 2015 Deed expressly states that the parties entered into the August 2015 Deed for the purpose of resolving the issues which had arisen between them, with a view to living together harmoniously:

60 The Judge quite rightly determined that the August 2015 Deed fell within the definition of a family arrangement outlined in Kuek Siang Wei ([48] supra) and Rajabali ([48] supra). However, it may be important to distinguish between family arrangements which were negotiated on the basis of existing trust and those which are negotiated with a view to regaining or achieving that trust. It would seem that the August 2015 Deed was of the latter but not the former sort.

61 As we have indicated above, we did not have the benefit of full submissions either on whether the duty of disclosure ought to apply to all family arrangements, and more specifically on whether the duty of disclosure applied in this case. The Judge did not consider this issue. In fairness to the Judge, it appears that none of the parties had alerted him to the possibility that the proposition of disclosure in a family arrangement may be qualified where there is no longer any trust and confidence between the parties. Indeed, before us, the Navins initially proceeded on the basis that there was a duty of disclosure by Mr Navin as the August 2015 Deed was a family arrangement. It was only when we questioned this premise at the hearing that their counsel seemed to think that perhaps it was not correct. Indeed, Mr Ram’s counsel candidly accepted that if there was no trust and confidence between the parties, the duty of disclosure on Mr Navin would not seem to apply. On the facts before us, it is not necessary to reach a conclusion as to whether there was a duty of disclosure on Mr Navin because the answer to the next question is in his favour, ie, even if there was a duty of disclosure on Mr Navin, he did not breach this duty. We therefore do not come to a firm view on this question and leave this issue for a future occasion where parties may make their submissions with the benefit of the observations we have made.

62 We now explain why we are satisfied that even if there was a duty on Mr Navin to disclose material facts, this duty would not have been breached on the evidence.

63 At the outset, we note that it was not part of Mr Ram’s pleaded case that Mr Navin had to disclose the extent of Mr Ram’s entitlement to the sale proceeds. Mr Ram’s pleaded case was specifically that Mr Navin had to disclose “the value of the Trust Bonds and any profits made from the use of the Trust Bonds and/or proceeds from the sale of the same”. ⁴⁸ This was echoed in
Mr Ram’s closing submissions before the Judge, where his counsel submitted that the material facts were the value of the Bonds, details of profits and computation of profits. ⁴⁹ Thus, it was not Mr Ram’s case that Mr Navin was obliged to disclose to him the extent of his entitlement to or share of the sale proceeds. The Judge’s conclusion was outside the scope of Mr Ram’s case.

64 In our judgment, it was clear why Mr Ram did not plead that Mr Navin had to disclose the extent of his entitlement to the sale proceeds. This was because Mr Ram’s position, even at the time the August 2015 Deed was entered into, was that he was entitled to 100% of the sale proceeds. Accordingly, on
Mr Ram’s case, what Mr Navin claimed to be Mr Ram’s entitlement to the sale proceeds was never a fact that had to be disclosed to begin with, let alone a material fact. Indeed, while the Judge found that Mr Ram was entitled to 89.55% of the sale proceeds, Mr Ram does not accept that “fact” and continued to maintain before us that he was entitled to 100% of the sale proceeds. Even if it was open to Mr Ram to argue that Mr Navin was expected to disclose a “fact” which was in direct contradiction to his primary case, we note that
Mr Ram did not plead in the alternative that if his entitlement was less than 100%, Mr Navin was bound to tell him of the extent of his entitlement.

65 In the circumstances, it was unnecessary for the Judge to establish what Mr Ram’s true entitlement was (a conclusion which both Mr Navin and Mr Ram do not accept and continue to dispute). Indeed, the entire purpose of the August 2015 Deed was to settle all the disagreements which had arisen between the parties, which, notably, included Mr Navin’s omission to pay Mr Ram the sale proceeds. Before entering into the August 2015 Deed, both Mr Ram and
Mr Navin had vastly different positions as to what each other’s entitlement to the sale proceeds were. In our view, it is possible that Mr Ram knew his entitlement to the sale proceeds was disputed. Mr Navin gave evidence that before the August 2015 Deed was entered into, he had informed Mr Ram of their respective entitlements to the sale proceeds based on their contributions. On that basis, Mr Navin had said that he was prepared to return $1,474,172.31. ⁵⁰ This allegation was disputed by Mr Ram whose position was that Mr Navin did not dispute his entitlement to all the sale proceeds. In any event, it is clear that the non-payment of the sale proceeds by Mr Navin remained an issue before the August 2015 Deed was signed.

66 For completeness, we note that Mr Ram had contended that Mr Navin also owed a duty of disclosure towards him qua trustee. Nonetheless, it is significant that Mr Ram’s pleaded case on the material facts which should have been disclosed was the same as that set out at [63] above. That is to say, whether or not the duty of disclosure arises from the August 2015 Deed being a family arrangement or Mr Navin’s position as a trustee, the material facts that had to be disclosed on Mr Ram’s case remained the same.

67 It is clear that Mr Navin did not breach his duty of disclosure on Mr Ram’s pleaded case. Mr Navin disclosed the approximate value of the Bonds to Mr Ram – even on Mr Ram’s own evidence, Mr Navin had informed him that the sale proceeds of the Bonds were “approximately [S]$4m”. Although
Mr Ram’s counsel mentioned to us that the actual amount was more than S$4m, he did not quarrel with the point that the actual amount was about S$4m.
Mr Ram was thus not misled or unaware of the overall quantum of the sale proceeds.

68 Next, turning to Mr Ram’s pleading which alleged that Mr Navin was also obliged to disclose the profits from the sale of the bonds, this was not mentioned in the appeal before us. It would have been a non-starter in any event. Mr Ram had been informed of the approximate amount of the sale proceeds and he had claimed 100% regardless of the profits made. That is to say, the actual profits made on the Bonds had no effect on Mr Ram’s claim for the sale proceeds. That claim was compromised by the August 2015 Deed.

69 In the circumstances, the scope of any duty of disclosure on Mr Navin did not include the extent of Mr Ram’s actual entitlement to the sale proceeds. There was thus no breach of any such duty of disclosure in the present case.

70 Therefore, the Judge erred in setting aside the August 2015 Deed on the basis of material non-disclosure. The Rams also sought to set aside the August 2015 Deed on the basis of uncertainty, misrepresentation, duress, undue influence, unconscionability and material non-disclosure. Mrs Ram added to this list a plea of non est factum. Notwithstanding the fact that the Judge held that the August 2015 Deed ought to be set aside on the basis of material non-disclosure, he considered at length these other submissions. Nothing the parties have raised on appeal cast any doubt on the Judge’s findings in that regard, and accordingly we hold that the August 2015 Deed was valid and ought to be upheld.

71 Having decided that the August 2015 Deed is valid, we turn to the question as to what issues were settled under the August 2015 Deed and what previous agreements were superseded. This has a bearing on the extent to which the 2006 MOU remains relevant, if at all. As the August 2015 Deed was a later document than the 2006 MOU, it would supersede the 2006 MOU unless there were matters in the 2006 MOU which were not covered by the August 2015 Deed.

72 To the extent that the August 2015 Deed superseded the 2006 MOU, it was immaterial whether the 2006 MOU was legally binding. However, as we elaborate below, there were aspects of the 2006 MOU which were not covered by the August 2015 Deed. To that extent, the question of the binding effect of the 2006 MOU was still relevant.

73 The Judge gave detailed reasons why he considered the 2006 MOU to be binding on the parties. On appeal, the Navins reiterated their arguments to the contrary. Specifically, it was contended that the 2006 MOU was not legally binding because (a) it was not supported by consideration; and (b) the parties did not intend to create legal relations.

74 Having considered the evidence and arguments, we are of the view that the Judge’s conclusion was not contrary to the weight of the evidence. As regards the contention that the 2006 MOU was not supported by consideration, we stress that the 2006 MOU formalised Mr Navin’s role in Evergreen and gave him rights as against the Rams to expect managerial control of the company. ⁵¹ It also stated that Mr Ram was to refrain from undertaking trading activities that would affect Evergreen’s interest in any way. As a shareholder of Evergreen, this would have benefited Mr Navin. We therefore see no reason to set aside the 2006 MOU on the basis of an absence of consideration.

75 On the intention to create legal relations, the weight of the evidence shows that the parties had not intended for the first recourse upon breach to be to the law, and that they would instead have attempted mediation as the first port of call. However, this does not mean that the agreement itself was never intended to be legally binding. Indeed, it would have been difficult to believe that Mr Ram and Mr Navin took the trouble to enter into a written agreement in the light of their disagreement but did not intend it to be legally binding. In any event, the Judge’s finding that the 2006 MOU was legally binding is not against the weight of the evidence.

76 For the foregoing reasons, we uphold the Judge’s decision that the 2006 MOU was binding on the parties thereto.

77 On appeal, the Navins contended that the August 2015 Deed had the effect of revoking and superseding the 2006 MOU in its entirety, such that all the parties’ rights and obligations under the 2006 MOU ceased to exist. ⁵² Read literally, cl 8 of the August 2015 Deed would appear to suggest that this was the case: ⁵³

78 However, cl 8 must be read in context of the issues sought to be determined by the August 2015 Deed. The August 2015 Deed was a “full and final settlement” of the “Issues”, which were defined as disagreements which had created disharmony within the family or amongst the individual members. Therefore, reading cl 8 in context, only those parts of the parties’ previous agreements, including the 2006 MOU, which pertained to the issues that had arisen by the time the August 2015 Deed was entered into, have been superseded.

79 Our interpretation of the August 2015 Deed is consistent with the Judge’s observations at [82] of the GD ([1] supra):

80 We have already referred to the 5 October 2014 E-mail above at [17]. In our view, this email sets out an instructive list of issues that were disputed between Mr Navin and Mr Ram at that time. Mr Ram essentially agreed in his oral testimony that these were issues over which he had “complaints” at the time the August 2015 Deed was entered into: ⁵⁴

81 We examine each of these issues, and the relevant claims arising therefrom, in the sections that follow.

82 On appeal, there was no dispute between the parties that the August 2015 Deed settled the dispute relating to the Bonds. As we have concluded that the August 2015 Deed is valid, we overturn the Judge’s finding that Mr Navin holds the sum of US$3,442,378.29 on trust for Mr Ram as well as the order that this be repaid.

83 It appears that the Rams’ entitlement to Mrs Ram’s shares, which had been transferred to Mr Navin pursuant to the January 2015 SPA, was a live issue at the time the August 2015 Deed was entered into. Prior to the execution of the August 2015 Deed, Mrs Ram had on 26 March 2015 revoked her POA in respect of her shares given under the January 2015 SPA, which in turn caused Mr Navin to register her shares in his name. Indeed, in his affidavit of evidence-in-chief (“AEIC”), Mr Ram explicitly stated that he had asked Mr Navin for these shares to be returned before the August 2015 Deed was entered into. ⁵⁵ It was therefore surprising that, at the hearing of the appeal, Mr Ram’s counsel initially suggested that the only dispute at the time the August 2015 Deed was signed was the Bonds. However, he eventually accepted that Mrs Ram’s shares was also an issue before the August 2015 Deed was signed. This concession negated a number of other arguments the Rams made on appeal. For example, Mr Ram contended that the transfer of Mrs Ram’s shares to Mr Navin pursuant to the SPA was in breach of Article 31 of Evergreen’s articles of association: see [42] above. ⁵⁶ However, in the circumstances, it was immaterial if in law or in fact Mr Ram did not receive appropriate notice under Evergreen’s articles of association about the intended transfer of Mrs Ram’s shares to Mr Navin. By the time the August 2015 Deed was signed, Mr Ram was already claiming the shares previously held by Mrs Ram and this was one of the issues settled by the August 2015 Deed.

84 The same could be said of the suggestion by Mrs Ram’s counsel at the hearing before us that she was unduly influenced by Mr Navin because she sold her shares to Mr Navin at an undervalue under the January 2015 SPA: see [45] above. This was irrelevant. Even if the shares were sold at an undervalue due to undue influence, she had already sought to resile from the January 2015 SPA before the August 2015 Deed was signed. Thus, even if she could have set aside the January 2015 SPA, whether on the ground of undue influence or otherwise, this would in any event be immaterial since we have concluded that the August 2015 Deed is valid. To the extent that Mrs Ram was claiming the return of her shares from Mr Navin, whether in her own right or on behalf of Mr Ram, her claim had arisen before the August 2015 Deed was signed. The rightful ownership of her shares was one of the issues settled by that deed, regardless of whether she was claiming the shares on her own behalf or on behalf of Mr Ram.

85 Furthermore, we note that under the September 2015 Agreement, which should be read alongside the August 2015 Deed, the parties agreed that “from now on, [they would] each retain the assets held in [their] respective names and [would] be free to deal with the same in any manner”: see [27] above. ⁵⁷ This agreement must have included the shares which were transferred from Mrs Ram to Mr Navin pursuant to the January 2015 SPA.

86 Mr Navin contended that the Annual Allowance was a live issue that was settled under the August 2015 Deed. On appeal, the Rams took the position that the Annual Allowance was not a live issue.

87 Mrs Ram’s counsel, Mr Sarbjit Singh Chopra, contended that the Annual Allowance was not a live issue because Mr Navin had merely stopped paying it. According to him, Mr Navin did not explicitly deny his obligation to pay the Annual Allowance. We do not agree with this distinction as it is clear that the Annual Allowance was a source of disagreement which had created disharmony within the family. This is evidenced by Mr Navin’s 5 October 2014 E-mail, ⁵⁸ Mr Ram’s AEIC, ⁵⁹ and Mr Ram’s testimony on the stand that the Annual Allowance was “on the table for a settlement” at the time the August 2015 Deed was signed: [80] above. The Annual Allowance was thus an issue settled under the August 2015 Deed.

88 Furthermore, as we highlighted to Mr Singh, his contention was contrary to the position taken by Mrs Ram’s counsel, Ms Ho May Kim, before the Judge. Ms Ho had accepted that the Annual Allowance was a live issue at the material time: ⁶⁰

89 This was consistent with Mrs Ram’s pleading to the effect that she had asked Mr Navin for the Annual Allowance several times around October 2014, and that around the time the January 2015 SPA was signed on 2 January 2015, Mr Navin represented to her that he would resume payment of the Annual Allowance to her if she signed the January 2015 SPA but Mr Navin failed to do so. ⁶¹

90 For the same reasons, we reject Mr Ram’s contention that the August 2015 Deed did not cover the Annual Allowance. Moreover, Mr Ram’s own case that he had signed the August 2015 Deed on the understanding that Mr Navin would thereafter pay him the Annual Allowance shows that it must have been a live issue at the material time. ⁶²

91 The ownership of the Poole Road Property, but not the Rams’ right to live there, was a live issue at the time the August 2015 Deed was entered into. It was not disputed that there had been requests by Mr Ram for Mr Navin to transfer the Poole Road Property to him prior to the August 2015 Deed. Mr Navin’s 5 October 2014 E-mail indicated that Mr Ram had demanded that, inter alia, Mr Navin transfer the Poole Road Property to him (see [17] above). This is distinguishable from the dispute over whether the Rams had a right to live in the Poole Road Property, which was the focus of the Suit: GD ([1] supra) at [120]. Mr Navin’s counsel rightly accepted that there was no dispute as to the Rams’ right to stay in the Poole Road Property at the time the parties entered into the August 2015 Deed. Therefore, the decision to uphold the August 2015 Deed does not obviate the need to consider the parties’ submissions on the Rams’ right to live in the Poole Road Property.

92 As we have already alluded to above, Mr Ram made three main claims in relation to his alleged right to live in the Poole Road Property. These were proprietary estoppel, remedial constructive trust and a contractual licence under the 2006 MOU. Mrs Ram relied on similar arguments with the exception of proprietary estoppel. They further alleged that the Navins had engaged in a conspiracy by lawful or unlawful means to remove or constructively evict them from the Poole Road Property (see [41] above).

93 The claims of remedial constructive trust and proprietary estoppel were premised ⁶³ on the Rams’ assertion that there was a common understanding between the two of them and Mr Navin that the Rams would have a life interest in the Poole Road Property. This life interest apparently meant that they would have an irrevocable right to reside rent-free at the Poole Road Property for life: GD at [105]. The Judge observed that neither Mr Ram nor Mrs Ram adduced in their respective AEICs any evidence of this common understanding, or that it had been discussed. Any expectation on their part that Mr Navin would not deny them the right to stay did not constitute a common understanding. Further, the relief sought (a declaration that the Rams are entitled to a right of occupation of the Poole Road Property for the rest of their lives with full comforts) appeared to relate only to the alleged contractual licence arising out of the 2006 MOU as “full comforts” was not part of the common understanding as pleaded: GD at [105], [107], [109] and [110].

94 We see no reason to overturn the Judge’s finding of fact on the common understanding. Furthermore, the parties subsequently provided in the 2006 MOU for the right of the Rams to stay in the Poole Road Property, and any prior common understanding they may have had would have been superseded by this agreement. Counsel for Mr Ram also accepted at the hearing of the appeal that even if there had been a common understanding, it would have morphed into the 2006 MOU which the Judge found to be a contractual licence for the Rams to stay at the Poole Road Property. We are thus satisfied on the evidence that the Judge’s finding was not against the weight of the evidence.

95 Mr Ram relied heavily on the documents submitted to the LDU (see [8] above). However, these documents supported an intention to include a legal interest in the Poole Road Property for the Rams and were equivocal about a right to stay if the Rams were not allowed to have any legal interest in the Poole Road Property. In any event, as mentioned, any common understanding for the Rams to stay at the Poole Road Property was replaced by the 2006 MOU.

96 Given that the Rams’ arguments on proprietary estoppel and remedial constructive trust were premised on the common understanding, it would follow that such arguments must similarly fail.

97 For completeness, we note that, in a sense, the Rams’ arguments to the effect that Mr Navin held the Poole Road Property on a remedial constructive trust for the Rams appeared to go beyond a mere claim that they had the right to live in that property. One of the remedies sought on the basis of this claim was an order that the Poole Road Property be sold and the net proceeds or such amount as the court deemed fit be apportioned and distributed to the Rams. The Rams’ claim for a remedial constructive trust therefore appeared to be in some sense one for the ownership of the Poole Road Property. In any event, Mr Ram had said at the hearing below that the only claim he was making with respect to the Poole Road property was a right to stay and nothing more: GD ([1] supra) at [120].

98 The next question is whether the Judge was correct to find that the contractual licence under the 2006 MOU was subject to the Implied Term that the Rams did not misbehave in such a way as would make it unreasonable for them to insist on staying at the Poole Road Property: GD at [115]. Again, we see no basis for appellate intervention. It would seem impracticable and unrealistic to expect Mr Navin to continue living with his parents in the Poole Road Property despite behaviour that would have made it unreasonable for all of them to do so.

99 The Judge found that Mr Ram had breached the Implied Term by acting in an unreasonable manner. Mr Ram submitted that the Judge was incorrect to have relied on selective video recordings of Mr Ram’s conduct in the Poole Road Property. However, it is apparent from the record that the Judge was aware that the recordings were selective. ⁶⁴ He had rightly considered this fact but nevertheless concluded that Mr Ram had breached the Implied Term. We see no reason to overturn the Judge’s finding.

100 As for Mrs Ram, the Judge found that she had not breached the Implied Term. However, Mr Navin had not prohibited her from returning to the Poole Road Property. Instead, Mrs Ram had voluntarily decided not to do so: GD at [118]. On appeal, Mrs Ram’s counsel emphatically argued that there was nothing voluntary when Mrs Ram was brought to a police station with Mr Ram after Mr Navin called the police (see [11] above) and when Mrs Ram was placed in a cell for the night. However, that was not the point. The Judge concluded that she chose to stay with Mr Ram thereafter. We see no reason to disagree with this finding. Indeed, her evidence at trial was that she did not try to return:

101 It appeared that while Mr Ram subsequently went to the Poole Road Property and was allegedly denied entry, Mrs Ram did not attempt to do so. Furthermore, Mrs Ram’s counsel confirmed at the hearing before us that she was not saying that she would still want to live in the Poole Road Property if the Judge’s finding that Mr Ram had breached the Implied Term were upheld.

102 Two remaining claims can be briefly dealt with. First, the claim that the Navins had conspired to remove or constructively evict the Rams from the Poole Road Property by lawful or unlawful means. As the Judge observed, their emphasis was on unlawful means conspiracy: GD ([1] supra) at [122]. After considering the law and the evidence, the Judge rejected this claim and we see no reason to overturn his decision. While the agreement or combination necessary to find a conspiracy may in some cases be inferred from unlawful acts committed, the evidence does not present any basis to do so in the present case.

103 Second, the Rams had also brought claims in conversion and/or detinue. This was on the basis that the Navins had converted to their own use chattels that were left in the Poole Road Property at the time of their arrest on
1 August 2016. In the alternative, they claimed that the Navins wrongfully detained the items. ⁶⁵ Their claims were rejected by the Judge. Only Mrs Ram appealed against this decision. Her arguments on appeal largely mirror those made before the Judge. Critically, she has not pointed to any concrete evidence to support her claim that the Navins had retained some of their personal items. As such, it cannot be said that the Judge’s finding was against the weight of the evidence.

104 Although Mrs Ram’s entitlement to US$1m under the 2006 MOU was an issue before the Judge, it became a non-issue before us. We were informed by Mr Ram’s counsel that Mr Navin had already paid Mrs Ram US$1m which was used to purchase another property, and that Mr Navin was not seeking to have this sum returned.

105 In summary, the live issues settled by the August 2015 Deed were:

(a) the sale proceeds of the Bonds;

(b) Mrs Ram’s shares transferred to Mr Navin under the January 2015 SPA;

(c) the Annual Allowance; and

(d) the ownership of the Poole Road Property.

106 First, given that the August 2015 Deed is upheld, we set aside the Judge’s order for Mr Ram to return the sum of US$2m to Mr Navin (ie, the negotiated sum under the August 2015 Deed).

107 Second, since the August 2015 Deed settled the issues relating to the Annual Allowance and the Bonds:

(a) We set aside the Judge’s orders for Mr Navin to pay the Annual Allowance, both as regards the arrears for the years 2014 to 2017, and Mr Navin’s continuing obligation to pay the Annual Allowance.

(b) We also set aside the Judge’s order for Mr Navin to pay Mr Ram US$3,442,378.29, representing Mr Ram’s 89.55% share of the sale proceeds for the Bonds.

108 The other orders made by the Judge are to remain.

109 Accordingly, except for the question of costs:

(a) CA 202/2018 is allowed in part to the extent we have stated;

(b) CA 203/2018 is dismissed; and

(c) CA 205/2018 is dismissed.

110 We will hear the parties on the costs of these appeals as well as the costs below. The parties are to tender written submissions on costs, limited to eight pages each, within 14 days from the date of this decision.