1 Price Anthony Thomas (“Mr Price”) is one of two directors of Bundleluxe Pte Ltd (“Bundleluxe”). As of the hearing of this summons, Bundleluxe is a dormant company with no revenue, assets or bank account. ¹ Chan Wan Qi, Angela (“Ms Chan”) is the owner of 35 Burnfoot Terrace, Singapore 459827 (“the property”). Ms Chan and Bundleluxe entered into a tenancy agreement vis-à-vis the property on 29 December 2023. The period of tenancy was 1 January 2024 to 31 December 2024, at a monthly rent of $8,500. The authorised occupants of the property were Mr Price and four members of his family.

2 Rent owed pursuant to the tenancy agreement was unpaid from at least May 2024. Despite rent being unpaid, Mr Price and his family continued residing at the property and did not vacate the premises by 29 December 2024 – the date on which the tenancy agreement expired. Instead, they moved out only on 18 March 2025. In short, Mr Price and his family resided at the property without rent being paid to Ms Chan for two thirds of the lease duration and continued to do so for approximately two and a half months beyond expiration of the lease. Their continued residence occurred notwithstanding Ms Chan’s requests for payment of arrears and repossession of the property at the expiration of the lease.

3 Through DC/OC 236/2025, Ms Chan pursues causes of action against both Bundleluxe and Mr Price, despite the fact that Mr Price was not a party to the tenancy agreement. The causes of action are breach of contract, and the torts of trespass and conspiracy. In short, Ms Chan’s main contention is that that Mr Price deliberately utilised Bundleluxe as the contracting vehicle to shield himself from personal liability when he was aware that Bundleluxe was in dire financial straits. In addition, trespass occurred because Mr Price and his family were unwanted guests at the property after the lease had expired.

4 By way of DC/SUM 532/2025 Mr Price sought to strike out several portions of the Statement of Claim (“SOC”). If he is successfully in this application, Ms Chan’s options for legal remedy would be limited to recovering damages solely from Bundleluxe. The prayers are as follows:

5 I dismissed the summons in its entirety and now provide my reasons below.

6 Any part of pleadings may be struck out pursuant to one of the following three grounds stated in Order 9 Rule 16 of the Rules of Court 2021:

7 The bar for a successful striking out application is high. In short, it is only in “plain and obvious cases” ² which are wholly devoid of merit” that striking out is warranted. In this regard, the High Court in Leong Quee Ching Karen v Lim Soon Huat [2023] 4 SLR 1133 made the following observations (at [25] – [28]):

8 Pared to its essence, Mr Price’s main contention is encapsulated in prayer 4 of his summons: that the Court should only allow Ms Chan’s action to proceed against Bundleluxe vis-à-vis breach of tenancy. The pleadings pertaining to the remaining causes of action ought to be struck out. Upon close analysis, the causes of action sought to be struck out largely pertain to Mr Price’s personal involvement. I turn now to the consider the basis of his arguments.

9 First, Mr Price was not the contracting party. In this regard, he states that he “executed the contract solely and strictly in his corporate capacity as a Director…and [t]he contract contains no personal guarantee, indemnity or suretyship clause binding him”. ³ As such, he “remains fully protected by separate corporate personality and the clear boundaries of director immunity affirmed by the Court of Appeal in PT Sandipala”.

10 Second, Mr Price contends that Ms Chan’s case in piercing the corporate veil is bound to fail as “the 2nd Defendant operates within an established corporate framework. The 2nd Defendant is held by a parent company under multi-shareholder ownership and is governed by a board that includes an independent local Director who owes strict statutory duties under the Companies Act 1967”. In further buttressing his case that Bundleluxe was a “genuine operating business”, ⁴ Mr Price highlights that Bundleluxe had revenue of $974,986 and inventory holdings valued at $458,000 in FY2024. ⁵

11 Third, Mr Price contends that the tort of trespass cannot be sustained as a cause of action because Bundleluxe was the tenant of the property, and he was an authorised occupant pursuant to the tenancy agreement. As such, Mr Price says, “any dispute regarding possession arises between landlord and tenant under the tenancy agreement”. ⁶

12 Fourth, an objection was raised to portions of the Statement of Claim which refer to a past suit, which was eventually settled, involving Mr Price. At paragraph 2B, the claimant pleaded facts pertaining to DC/412/2020 which material facts are as follows. On 11 February 2020, Mr Price and Noranth Ventures (“Noranth”) were sued in relation to a tenancy agreement. Mr Price is a director and shareholder of Noranth. In addition, Lizzy Hashim Price – the wife of Mr Price – is also a shareholder of the company. The claimant in that suit alleged that Noranth breached the tenancy agreement “by failing to pay rent shortly after the commencement of the…tenancy and refusing to deliver vacant possession…to the landlord”. ⁷ Mr Price argues that including these facts are prejudicial and that they constitute “legally irrelevant” “similar-fact narratives”. ⁸

13 It was not plain and obvious to me that any of Ms Chan’s pleadings ought to be struck out. To the contrary, there are more than sufficient grounds for them to proceed to trial. I elaborate below.

14 I briefly summarise the law vis-à-vis Ms Chan’s causes of action against Mr Price personally. The corporate veil may be lifted where a company is used by a person as his or her alter ego. This is well established. In this regard, the key consideration is whether the act in question pertained to the company’s business or that of the individual. ⁹ Further, lifting of the corporate veil takes place where sham structures or transactions are involved. ¹⁰

15 Ms Chan’s contention that Mr Price acted as the alter ego of Bundleluxe is not unsustainable. At the outset, I observe that Mr Price was one of only two directors of Bundleluxe. According to Michael Blaine Evanoff, the only other director of Bundleluxe, Mr Price “was the person who always interfaced with the Claimant and her Agent”. ¹¹ Thus, of the two directors of Bundleluxe, only one was involved with dealings pertaining to the property – and that was Mr Price. Further, he effectively acted as the authorised representative of Bundleluxe in negotiating and contracting with Ms Chan vis-à-vis the tenancy agreement for the benefit of him and his family.

16 Part of Ms Chan’s case against both defendants vis-à-vis lifting the corporate veil and the tort of conspiracy revolve around two contentions. First, that Mr Price used Bundleluxe as the contracting vehicle despite knowing that the company would be unable to fulfil rental obligations. Second, that Mr Price would then rely upon Bundleluxe’s “insolvency or cessation of activity to avoid paying rent and to evade liability for arrears”. ¹²

17 In countering this facet of Ms Chan’s case, Mr Price points to Bundleluxe’s revenue and inventory around the time of contract (at [10] above). However, what Mr Price did not highlight in his submissions was the fact that that in the very same financial year Bundleluxe paid no tax, had a net loss of $577,359, and also had accrued losses amounting to $1,339,892. These facts make it plain that the financial health of Bundleluxe at the time of contract is clearly questionable. Despite being aware of this fact, Mr Price utilised Bundleluxe as the contracting vehicle. A few months into the tenancy agreement, rent was no longer forthcoming. Further, even if Bundleluxe had revenue and inventory as of FY2024, a question arises as to why its finances degenerated so quickly such that it could not even pay for housing – which is regarded by most as an essential necessity. In Ms Chan’s pleaded case, she alleges that Mr Price caused Bundleluxe to dissipate its assets resulting in the company being unable to meet its rental obligations, with the result being that he and his family “would enjoy the usage of the [the property] without having to pay for rent under the Tenancy Agreement”. ¹³ The rapid deterioration of Bundleluxe’s finances – even taking Mr Price’s case at its highest – is an incontrovertible fact, which gives credence to Ms Chan’s case.

18 The facts above clearly demonstrate that Ms Chan’s two contentions (at [16] above) are clearly not without basis and hence are not liable to be struck out.

19 The tort of trespass is established when the following three elements are established: ¹⁴

20 Ms Chan’s case is that by remaining on the property past the expiration of the tenancy agreement, Mr Price had committed trespass. His conduct took place notwithstanding Ms Chan having demanded – by way of a letter dated 24 December 2024 from her solicitors – that Mr Price handover possession of the property. Her pleadings vis-à-vis this cause of action clearly pass muster for the purposes of this striking out action. It is undisputed that Mr Price and his family continued residing at the property until 18 March 2025, which was beyond the expiration of the tenancy agreement.

21 Mr Price advanced two arguments in contending that Ms Chan’s pleadings vis-à-vis the tort of trespass should be struck out. First, that the “pleaded facts establish only that [Bundleluxe] was the sole contractual tenant and that [Mr Price] was an authorised occupant deriving his right of occupation entirely through that corporate tenancy”. ¹⁵ In other words, only Bundleluxe can be held liable for trespass, and not Mr Price. This argument is entirely misconceived. The individuals who deliberately elected to remain on the property premises are most certainly liable for their actions in tort.

22 Mr Price’s second argument was that his conduct amounted to holding over, giving rise to contractual damages. As such, given that the contract provided for this situation he cannot be liable in tort. This argument is also misconceived as Ms Chan is entitled to choose which cause of action to pursue. The right of a claimant to such selection was stated in Gary Chan Kok Yew and Lee Pey Woan, The Law of Torts in Singapore (Academy Publishing, 2nd Ed, 2016) at p. 195):

23 Finally, I address Mr Price’s contention that the pleaded facts pertaining to his previous lawsuit should be struck out. At the outset, I note that similar fact evidence is admissible in certain circumstances. Section 15 of the Evidence Act 1893 provides the statutory basis for admissibility, and reads:

24 Ms Chan’s pleadings allege that Mr Price has a modus operandi of contracting through corporate vehicles for tenancy agreements, with the specific objective of shielding himself from personal liability upon default of obligations vis-à-vis those agreements. Towards this end, her pleadings contain details of a previous transaction (discussed at [12] above) in which a company which Mr Price was a director of tenanted a property and defaulted on its obligations. The legal relevance of these facts is patently obvious and fall within the ambit of section 15 of the Evidence Act. Whether the evidence is subsequently ruled to be admissible at trial is a separate matter to be determined. For the purposes of the matter before me, these pleadings are not liable to be struck out as they are relevant and not bound to fail.

25 The arguments mounted by Mr Price in support of this summons are not without irony. He is effectively contending that Ms Chan’s only legal remedy is to seek damages from a company with no assets, revenue, or even a bank account. As a corollary, notwithstanding the fact that he and his family resided at the property his personal assets ought to be shielded. This is precisely what the claimant is alleging of Mr Price’s intent by contracting through Bundleluxe. Whether he manifested such intent is a matter for trial. For now, Ms Chan has provided more than sufficient basis for her causes of action to deal with the striking out application. Her pleadings pass muster for the purposes of this summons, which is dismissed.

26 In dismissing the summons, I awarded costs to Ms Chan to be borne jointly and severally by both defendants. In doing so, I applied the following dicta from the Court of Appeal in BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another [2024] 1 SLR 1:

27 This is a case where [81] of the dicta above is of clear application. Ms Chan should not be made to bear the burden of non-collection in light of the fact that she has effectively no chance of recovery against Bundleluxe. Further, as this summons was prosecuted primarily for Mr Price’s benefit – insofar as limiting his personal liability – it is just and equitable that he bears the costs of this application.