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Singapore Directors of Vermont granted leave to pursue legal suits against Goldsland and Sin Hua

Singapore High Court grants Poh Fu Tek and Koh Seng Lee conditional leave to act against the present and/or previous Directors of Vermont, Goldsland and Sin Hua, states Judgement.

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The High Court of the Republic of Singapore on Monday (6 July) granted Poh Fu Tek and Koh Seng Lee, both Directors and minority shareholders of Singapore-based Vermont UM Bunkering Pte. Ltd (Vermont), conditional leave under Section 216A of the Companies Act* to defend themselves while bringing any counterclaims in legal suits against Goldsland and Sin Hua.

According to the High Court Judgement granting the conditional leave, both Poh and Koh are entitled:

  • To bring any action against the present and/or previous directors of Vermont for breaches of directors’ duties and conspiracy and in relation to the Alleged Debts in Suits 260 and 261.
  • To bring any action against Goldsland and/or Sin Hua for dishonestly assisting the present and/or previous directors of Vermont in the latter’s breaches of duties and for conspiracy

The duo intends to defend the default judgements of multimillion dollar claims from Hong Kong companies Goldsland Holdings Company Limited (Goldsland) and Hong Kong Sin Hua Development Co., Ltd. (Sin Hua), and claim against the other directors of Vermont for breaches of fiduciary duties, stated the document.

In addition, they aim to claim against Goldsland and Sin Hua for dishonestly assisting the directors in breaches of their fiduciary duties; and claim against Goldsland, Sin Hua, and/or those directors for conspiracy to harm Vermont.

Singapore bunkering publication Manifold Times has provided a background summary of the 57-page judgement (that also includes details on the legal suits involving Poh and Koh) below:

A common link between Vermont, Goldsland and Sin Hua

Vermont was incorporated in Singapore in October 2009, and is owned by Hong Kong based Vermont Groups Limited (VGL) (51%), Poh (24.5%) and Koh (24.5%); VGL is in turn 70% owned by Sin Hua, which is 99.99% owned by Goldsland.

Both Sin Hua and Goldsland are under the management of Guangdong Guangxin Holdings Group Ltd (Guangdong Guangxin), part of the Guangxin group of companies (Guangxin Group) which comprised of state-owned enterprises operated by the Guangdong provincial government.

Wrongful trading results in over USD 10 million loss and a dispute over an alleged settlement agreement

Zhao Kundian (Zhao) was among the initial Majority Directors (nominated by the Guangxin Group through VGL) and served as both the Executive Director and General Manager of Vermont.

In 2010, Zhao informed Poh and Koh the Guangxin Group had sourced for trade receivable financial facilities from various banks.

This resulted in the duo entering into counter-guarantees in favour of Goldsland and Sin Hua in 2010 and 2014, under which they would each be responsible for a 24.5% share of any call on the parent company guarantees by the banks.

In 2011, it was discovered Zhao had traded wrongfully in breach of the agreed Trading Limit of a maximum of 10,000 metric tonnes of bunker fuel, resulting in losses of more than USD 10 million to Vermont.

On 29 June 2011, Zhao was removed as a Director by the Guangxin Group for his wrongful trading and replaced by Yang Sanhua (Yang) who ran the day-to-day operations of Vermont.

Meetings between Poh and Koh, the representatives of Goldsland, Sin Hua, and the Guangxin Group to decide who should pay for damages resulted in an alleged agreement that Guangxin Group would be solely responsible for the consequences of Zhao’s trading, according to Poh and Koh.

However, Li Bijian (Li), a Director of VGL, claims this agreement does not exist.

Disputed debt from Credit Facility and Loan Agreement

Around June 2010, Li claimed Vermont ran into cash flow difficulties and requested for financial assistance from its shareholders; though Poh and Koh were not agreeable to provide further funding.

A Request for Instructions on Borrowing Working Capital was issued on 14 June 2010 to Goldsland which stated Vermont had borrowed USD $8.19 million (and a standby letter of credit of USD 4.5 million) and USD 4.6 million (and a credit line of USD 11 million granted by the Bank of Communications) from Goldsland and VGL.

Another round of borrowings allegedly occurred in late 2011 where Guangxin Group had extended to Vermont a credit facility of up to USD 37 million to the latter as working capital.

Li claims the above debt is owned by Vermont, while both Poh and Koh claim the loan agreement is not genuine or accurate.

CPIB Investigations and alleged breach of Director’s duties

Vermont UM Bunkering had its bunker supplier and bunker craft operator licence revoked by the Maritime and Port Authority of Singapore (MPA) on 28 April, 2016.

Poh, Koh, Lee Kok Leong (Vermont’s former bunker manager), Yang, and Mac Xing Tao (Mac) (Vermont’s then-financial controller) were charged, among other things, for cheating and criminal breach of trust.

Despite the revocation of the MPA Licence, Poh claimed Vermont could still operate by chartering its vessels. However, Yang decided to unilaterally close all of Vermont’s open trade positions at a significant loss, and Poh and Koh only found out about this on 29 June 2016 at a meeting in Hong Kong.

Poh claimed Yang’s actions were a breach of his duties to act in Vermont’s best interest and prevented Vermont from using its revenue stream to sustain its operations and reduce any debt owed to third parties.

In early July 2016, Yang and Mac disappeared.

Around September or October 2016, Yang was removed as a director of Vermont and replaced by Zou Bin, who was the director and chief executive of Goldsland. Poh claimed Zou Bin refused to engage Poh and Koh on continuing Vermont’s business.

Dispute of total USD 40.8 million claim from Goldsland and Sin Hua

Goldsland and Sin Hua, meanwhile, each launched legal suits against Vermont on 12 March 2018 to respectively recover loans of USD 22.4 million (exact: USD 22,443,995.61) and USD 18.4 million (exact: USD 18,360,759.33) on the basis that they had provided financial assistance to Vermont for bunkering transactions between 2010 and 2016.

The Hong Kong firms alleged Vermont requested them to transfer the monies directly to Vermont’s suppliers, which they did, and both companies obtained the Default Judgments against Vermont on 23 March 2018.

Separately, on 22 January 2018, Goldsland commenced proceedings in Hong Kong against Poh and Koh for USD 9.4 million (exact: USD 9,433,013.27) each.

Goldsland claimed that, from 21 April 2010 to 10 December 2013, it made payments of USD 34.0 million (exact: USD 34,002,094.98) on Vermont’s behalf to suppliers; and, on 20 June 2016, it made payments of USD 4.5 million (exact: USD 4,500,000) on Vermont’s behalf to the Bank of China. The Applicants signed the Counter-Guarantees in respect of these loans and were thus personally liable for 24.5% of the loan amounts each.

*Section 216A of the Companies Act (Cap. 50) allows any member of a company “to apply to the Court for leave to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of the company,” according to Singapore Statutes Online.

The full 57-page judgement from the High Court of the Republic of Singapore is available for download and inspection here.

A record of earlier developments leading to the current case has been compiled below:

Related: Vermont UM Bunkering makes winding up application at Singapore High Court
RelatedSingapore-based Vermont UM Bunkering directors, staff charged for fraud
RelatedBank seeks $38 million from arrested Singapore bunker tankers
RelatedSingapore: Four bunker tankers arrested
RelatedGoldsland Holdings moves in to secure US $22 million from Vermont UM Bunkering
RelatedVermont UM Bunkering Directors plan to defend claims from Hong Kong firms

 

Photo credit: Manifold Times
Published: 13 July, 2020

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Helmsman on Inter-Pacific Petroleum legal battle: When ignorance meets fraud

Lester Ho, Associate Director of law firm Helmsman shared his timely key takeaways on the recent case of Goh Jin Hian against defunct Singapore bunker supplier Inter-Pacific Petroleum.

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Lester Ho Helmsman

Lester Ho, Associate Director of multi-disciplinary law firm Helmsman LLC shared his timely key takeaways on the recent case of Goh Jin Hian v Inter-Pacific Petroleum when the Appellate Division of the High Court in Singapore overturned the High Court’s finding that Mr Goh’s breach had caused IPP to incur the losses:

The collapse of a company often prompts a search for blame, especially where the downfall stems from deliberate misconduct such as fraud that appears avoidable in hindsight. Unsurprisingly, a company’s directors are frequently perceived as the root of the problem and become prime suspects in the inevitable witch hunt for accountability. The recent case of Goh Jin Hian v Inter-Pacific Petroleum Pte Ltd (in liquidation) [2025] SGHC(A) 7 is a timely reminder of a director’s duties as well as the legal risks in the event of breach.

The downfall of Inter-Pacific Petroleum Pte Ltd (“IPP”) is well-documented. The Maritime Port Authority of Singapore suspended IPP’s bunker craft operator licence after discovering that the mass flow meter of a bunker tanker chartered by IPP had been tampered with. Concerns raised by IPP’s banks in relation to its business led its non-executive director, Mr Goh Jin Hian, to discover that it was heavily indebted to the banks. It was also discovered that the facilities had been used on sham sale and purchase transactions.

IPP was subsequently placed in compulsory liquidation, and Mr Goh was sued for breach of his director’s duties. It was alleged that the sham transactions could have been prevented had Mr Goh discharged his duties and that he was therefore responsible for IPP’s losses. At first instance, the High Court found that Mr Goh had breached his duty of care and ordered him to compensate IPP for approximately US$146 million in losses (Inter-Pacific Petroleum Pte Ltd (in liquidation) v Goh Jin Hian [2024] SGHC 178). Among other things, the High Court found that Mr Goh was in breach because he was entirely ignorant of IPP’s cargo trading business.

The Appellate Division of the High Court upheld the finding that Mr Goh had breached his duty for having been unaware of IPP’s cargo trading business. However, it overturned the High Court’s finding that Mr Goh’s breach had caused IPP to incur the losses. The Appellate Division found that IPP failed to prove that Mr Goh would have uncovered the sham transactions even if he had discharged his duty. Accordingly, Mr Goh was absolved of his liability to compensate IPP.

There are two broad takeaways from the decision.

The first takeaway is that every director, both executive and non-executive, is held to a minimum standard of care. This standard requires directors to take reasonable steps to put themselves in a position where they can guide and monitor the management of the company. Put simply, ignorance of a company’s business is no defence, even for non-executive directors that are not involved in everyday operations. Accordingly, although Mr Goh was a non-executive director, the fact that he was unaware that IPP was carrying on the business of cargo trading meant that he was in breach of his duties.

It may be surprising that a director could be entirely unaware of an important part of a company’s business. But the reality is that modern day companies have become commercial behemoths with complex and layered operations that makes it all too easy for directors (especially non-executive directors) to delegate oversight over critical business decisions and lose visibility of what their companies do. It is therefore important for directors, regardless of their formal titles, to ensure that there is a robust chain of reporting and command such that they have sufficient knowledge of the company’s operations to discharge their duties.

The second is that, while the law imposes high standards on directors, it does not demand unrealistic standards. As noted, the Appellate Division accepted that Mr Goh had breached his duties for having been unaware of IPP’s cargo trading business. However, it was not persuaded that, even if Mr Goh had discharged his duties and had been properly informed of IPP’s activities, the sham transactions could have been prevented. IPP was affected by what the Appellate Division considered a “deep-seated fraud” that had gone undetected even by IPP’s auditors. In the circumstances, it was far from clear that Mr Goh could have prevented the loss even if he had discharged his duty.

However, just because the law does not expect directors to be superhuman does mean that directors can afford to be complacent. Directors would still do well to take reasonable and diligent steps to ensure that they have a good grasp of the company’s operations and engage competent professionals (e.g., auditors) to help surface risks that they may otherwise miss. In a sense, Mr Goh avoided liability not because his breach was minor, but because the extent of the fraud perpetrated meant that the gravity of his breach cannot be said to have caused the loss. In other words, a less sophisticated or extensive fraud might have yielded a drastically different outcome – directors should take heed.

A timeline organised list of events preceding the current development of Inter-Pacific Petroleum has been recorded by Manifold Times below:

Related: Singapore: Ex-Director of Inter-Pacific Petroleum wins appeal against former company

Related: Singapore: Ex-Director of Inter-Pacific Petroleum appeals High Court decision
Related: Singapore: Former auditors of Inter-Pacific Petroleum undergo private oral examination at court
Related: Singapore: Civil trial between Inter-Pacific Petroleum and Dr Goh Jin Hian begins
Related: Former Singapore Director of Inter-Pacific Petroleum sued for USD 156 million
Related: Inter-Pacific Petroleum creditors authorised to fund lawsuit against former Director
Related: New Silkroutes under investigation over possible breach of Securities and Futures Act
Related: Judicial Managers considering to take former Singapore Director of Inter-Pacific Petroleum to court
Related: Singapore: Inter-Pacific Group receives winding up order from High Court
Related: Singapore: Inter-Pacific Group files for winding up application at High Court
Related: MPA revokes Inter-Pacific Petroleum Pte Ltd bunker supplier licence
Related: Co-heads of Trade and Commodities Finance for Asia-Pacific leave SocGen
Related: Inter-Pacific Group, Inter-Pacific Petroleum to hold creditors’ meet
Related: NewOcean detains Singapore-flagged bunker tanker “Pacific Energy 28”
Related: SocGen lawsuit against NewOcean Petroleum dropped, party to counterclaim
Related: MPA revokes Inter-Pacific Petroleum bunker craft operator licence
Related: Magnets on MFMs: Trial starts for former bunker clerk of “Consort Justice
Related: First suspect charged over MFM tampering in landmark case
Related: With nearly $180 million of debt, IPP proposes interim judicial management
Related: Inter-Pacific Group, Inter-Pacific Petroleum under judicial management
Related: Magnets on MFMs: “Consort Justice” crew pleads ‘not guilty’ to tampering charge
Related: IPP responds to temporary suspension of bunker craft operator licence
Related: MPA temporarily suspends IPP bunker craft operator licence
Related: Singapore: Bunker Cargo officer, crew face charges over alleged MFM tampering

 

Photo credit: Helmsman
Published: 13 June, 2025

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Biofuel

BIMCO subcommittee launched to develop bio bunker fuel clause for time charters

Newly formed subcommittee marks a proactive step toward addressing legal and operational challenges posed by the growing use of biofuels in shipping.

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BIMCO RESIZED

International shipping association BIMCO on Wednesday (4 June) launched a new subcommittee to develop a Biofuel Clause for Time Charter Parties, marking a proactive step toward addressing the legal and operational challenges posed by the growing use of biofuels in shipping. 

With regulatory frameworks like the EU ETS, FuelEU Maritime, and the upcoming IMO Net-zero Framework measures reshaping fuel strategies, biofuels are becoming an increasingly attractive option for reducing emissions. Yet, their integration into charter agreements remains complex, often raising questions around fuel quality, engine compatibility, and liability. 

The newly formed subcommittee, comprising shipowners, charterers, P&I representatives and technical experts, met for the first time on 7 April 2025. Its work will focus on defining the scope and standards for biofuels, clarifying how they may be supplied and handled, and ensuring that their use aligns with performance expectations and regulatory obligations. 

The clause will also consider the practical realities of biofuel use, such as blending with conventional fuels, onboard storage, and the implications for speed and consumption warranties. By addressing these issues, BIMCO aims to provide a flexible yet robust contractual solution that supports compliance without compromising vessel reliability. 

A draft clause is expected to be presented at BIMCO’s Documentary Committee meeting in October 2025. Once adopted, it will offer much-needed clarity for charterers and owners navigating the transition to low-carbon operations.

Related: BIMCO adopts FuelEU Maritime clause for charter parties

 

Photo credit: BIMCO
Published: 9 June, 2025

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Legal

Singapore: Ex-Director of Inter-Pacific Petroleum wins appeal against former company

Appellate Division of the High Court has found Dr Goh Jin Hian not liable to pay up to USD 146 million of the company’s total USD 156 million loss.

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RESIZED singapore high court

The Appellate Division of the High Court on Thursday (5 June) has found a former Director of defunct Singapore bunker supplier Inter-Pacific Petroleum (IPP) not liable to pay up to USD 146 million of the company’s total USD 156 million loss. 

The decision sets aside an earlier decision by the High Court that found Dr Goh Jin Hian responsible for the company’s financial loss. 

The Appellate Division of the High Court found that even though it agreed that Dr Goh had breached his duty of care as a director, IPP has failed to show that his breach caused loss to the company.

In a judgment issued by the Appellate Division of the High Court, sighted by Manifold Times, it wrote: “While we agree with the Judge that Dr Goh had breached the Care Duty by reason of his ignorance of the cargo trading business, IPP has failed to show causation, ie, that the breach caused the loss in question. 

“Also, we disagree with the Judge that the Care Duty was breached as regards the purported red flags. Finally, we find that Dr Goh did not breach the Creditor Duty in relation to the Cargo Drawdowns.”

The justices presiding the appeal were Tay Yong Kwang, Woo Bih Li and Kannan Ramesh.

IPP Judicial Managers (JMs) Deloitte Singapore, the plaintiffs, on April 2023 initiated a legal suit against Dr Goh, the defendant, suing him for over USD 156 million over losses due to alleged breach of his Director’s duties.

A timeline organised list of events preceding the current development of Inter-Pacific Petroleum has been recorded by Manifold Times below:

Related: Singapore: Ex-Director of Inter-Pacific Petroleum appeals High Court decision
Related: Singapore: Former auditors of Inter-Pacific Petroleum undergo private oral examination at court
Related: Singapore: Civil trial between Inter-Pacific Petroleum and Dr Goh Jin Hian begins
Related: Former Singapore Director of Inter-Pacific Petroleum sued for USD 156 million
Related: Inter-Pacific Petroleum creditors authorised to fund lawsuit against former Director
Related: New Silkroutes under investigation over possible breach of Securities and Futures Act
Related: Judicial Managers considering to take former Singapore Director of Inter-Pacific Petroleum to court
Related: Singapore: Inter-Pacific Group receives winding up order from High Court
Related: Singapore: Inter-Pacific Group files for winding up application at High Court
Related: MPA revokes Inter-Pacific Petroleum Pte Ltd bunker supplier licence
Related: Co-heads of Trade and Commodities Finance for Asia-Pacific leave SocGen
Related: Inter-Pacific Group, Inter-Pacific Petroleum to hold creditors’ meet
Related: NewOcean detains Singapore-flagged bunker tanker “Pacific Energy 28”
Related: SocGen lawsuit against NewOcean Petroleum dropped, party to counterclaim
Related: MPA revokes Inter-Pacific Petroleum bunker craft operator licence
Related: Magnets on MFMs: Trial starts for former bunker clerk of “Consort Justice
Related: First suspect charged over MFM tampering in landmark case
Related: With nearly $180 million of debt, IPP proposes interim judicial management
Related: Inter-Pacific Group, Inter-Pacific Petroleum under judicial management
Related: Magnets on MFMs: “Consort Justice” crew pleads ‘not guilty’ to tampering charge
Related: IPP responds to temporary suspension of bunker craft operator licence
Related: MPA temporarily suspends IPP bunker craft operator licence
Related: Singapore: Bunker Cargo officer, crew face charges over alleged MFM tampering

 

Photo credit: Manifold Times
Published: 6 June, 2025

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