SINGAPORE Law and Practice Contributed by: Jansen Chow and Ang Leong Hao, Rajah & Tann Singapore LLP
3. Corporate Entities, Ultimate Beneficial Owners and Shareholders 3.1 Imposing Liability for Fraud on to a Corporate Entity A company can be made liable for the acts of its directors and officers through the doctrine of attribution. Under this doctrine, the company and its officers are still treated as distinct legal entities, but the acts and the states of mind of the officers are treated as those of the company. There are three types of rules of attribution. Firstly, there are primary rules of attribution that are found in the company’s constitution or implied by company law, which deem certain acts by certain natural persons to be the acts of the company. For instance, if the board of direc - tors of a company is aware of acts being per - formed by employees or agents of the company, knowledge of such acts could be attributed to the company. Secondly, there are general rules of attribution by which a natural person may have the acts of another attributed to them (ie, the principles of agency), and by which a natural person may be held liable for the acts of another, such as the principles of estoppel, ostensible authority and vicarious liability. Thirdly, there are special rules of attribution where, although the primary and general rules of attribution are not applicable, the courts find that a substantive rule of law is applicable to the company. This would depend on the inter - pretation or construction of the relevant rule by which the person’s act or state of mind was, for the purpose of the rule, to be attributed to the company.
allegation (which is the case in a fraud claim), the stronger or more cogent the evidence required for the claimant to discharge their burden. 2.8 Claims Against “Unknown” Fraudsters The Singapore courts have taken a pragmatic approach and have allowed claims to be brought against unknown fraudsters. In a recent Singa - pore High Court decision, CLM v CLN [2022] SGHC 46, it was held for the first time in Singa - pore that the Singapore court has jurisdiction to grant interim orders against unknown persons where the description of the unknown persons is sufficiently certain as to identify those who are included and those who are not. 2.9 Compelling Witnesses to Give Evidence A party can apply to the court to issue an order for a witness to attend court to testify, or an order to produce documents. In determining whether to grant the order, the court considers whether the witnesses are in a position to give oral and/ or documentary evidence relevant to the issues raised in the case. An order to attend court or order to produce doc - uments should not be used to fish for evidence, or to embarrass or inconvenience the witness. Such an application is governed by the Rules of Court 2021. An order to attend court or an order to produce documents must be served person - ally and within the specific timeframe stipulated in the Rules of Court 2021. If a witness disobeys an order to attend court or an order to produce documents, the court has jurisdiction to enforce the order by committal.
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