Goh Jin Hian Case: Lessons on Legal Duties and Liabilities

Introduction

The landmark case of Goh Jin Hian v Inter-Pacific Petroleum Pte Ltd [2025] SGHC(A) 7 has sent ripples through Singapore’s business and legal communities. It highlights the critical responsibilities of directors under Singapore’s Companies Act and clarifies the scope of their duties, particularly when companies face financial distress or insolvency.

This case is significant not only because of the large financial losses involved—US$146 million due to fraudulent cargo trading transactions—but also because it underscores that all directors, whether executive, non-executive, or nominee, are held to the same standard of care and diligence. Ignorance of a company’s operations or financial affairs is no excuse in the eyes of the law.

The Allegations

In the initial trial, Dr. Goh was accused of:

1. Breach of Duty of Care: Failing to exercise reasonable care, skill, and diligence by being ignorant of IPP’s cargo trading business, which accounted for 50% of the company’s revenue.
2. Breach of Duty to Protect Creditors’ Interests: Failing to act in creditors’ best interests when IPP was insolvent or nearing insolvency.

In this blog, we’ll explore the facts of the case, why Dr. Goh was initially found liable for the losses, how the appellate court overturned the decision, and the key lessons for directors. Finally, we’ll discuss how the business community has reacted and what steps directors can take to protect themselves from liability.

Background of the Case: The Fraudulent Transactions

The Players

• Dr. Goh Jin Hian: A director of Inter-Pacific Petroleum Pte Ltd (IPP) from its incorporation in 2011 until his resignation in August 2019.
• IPP: A Singapore-based company engaged in two main lines of business—cargo trading operation and bunker trading operation. The company was placed under judicial management in 2019 and subsequently liquidated.

The Fraudulent Transactions: Sham Trades

At the heart of this case was a series of fraudulent cargo trading transactions that caused US$146 million in losses to IPP. These transactions, referred to as “Cargo Drawdowns,” were discovered after IPP was placed under judicial management in 2019. Here’s how the fraud unfolded:

1. Nature of the Fraud (Sham Trades):
   • IPP’s cargo trading business relied on credit facilities from Maybank and Societe Generale (SocGen). These facilities were drawn upon by presenting Bills of Lading (BLs), which are documents meant to confirm legitimate shipments of goods.
   • However, the transactions were fraudulent because:
     • The BLs were falsified or fabricated to create the appearance of legitimate cargo shipments.
     • The supposed counterparties in the trades were fictitious, and no actual cargo was shipped.
     • Funds drawn from the credit facilities were funnelled through circular transactions involving related entities or shell companies, creating the illusion of legitimate payments.
2. Resulting Losses:
   • Since the trades were fraudulent, there were no legitimate receivables to repay the banks.
   • IPP became saddled with significant liabilities, resulting in its insolvency and eventual liquidation.
3. Discovery of the Fraud:
   • The fraud was uncovered by judicial managers after IPP was placed under judicial management in September 2019.
   • The judicial managers discovered that significant receivables were allegedly owed to IPP by various customers, but when they attempted to collect, the customers denied liability, exposing the transactions as fictitious and revealing systemic fraud within the company.

The High Court’s Initial Ruling [Initial Ruling ([2024] SGHC 178)]

Why Dr. Goh Was Found Liable in the First Hearing

The General Division of the High Court ruled in 2024 that Dr. Goh had breached both his Care Duty and Creditor Duty. Here’s why:

1. Lack of Knowledge About the Cargo Trading Business

Dr. Goh admitted that he was unaware of IPP’s cargo trading business, which was a significant part of the company’s operations. The court viewed this as a serious dereliction of duty, concluding that a director must remain informed about all major aspects of a company’s business.

2. Failure to Address Red Flags

The court identified three red flags that Dr. Goh allegedly ignored:

• The Mercuria Audit Confirmation Request (ACR): A document highlighting significant receivables from Mercuria, which Dr. Goh signed without further inquiry.
• The Suspension of IPP’s Bunker Craft Operator License: This event was seen as a sign of financial distress, yet Dr. Goh did not investigate the company’s financial health.
• The Maybank Confirmations: Dr. Goh signed confirmations of indebtedness without verifying the company’s financial position.

3. Breach of Creditor Duty

The High Court ruled that Dr. Goh failed to act in creditors’ interests when IPP was insolvent or nearing insolvency. The court argued that he had a duty to prevent fraudulent transactions that would further harm creditors. Meaning he failed to prevent the fraudulent drawdowns on the company’s credit facilities, which worsened IPP’s financial position

4. Causation of Losses

The court concluded that Dr. Goh’s failure to supervise IPP’s cargo trading business directly caused the fraudulent Cargo Drawdowns and the company’s subsequent losses.

Note: In corporate governance, a “red flag” refers to a warning sign or indication of potential issues that warrant further investigation by directors or management. These could include unusual financial transactions, regulatory actions, or operational inconsistencies that may signal deeper problems within the company.

Penalties Imposed by the High Court

The court ordered Dr. Goh to pay US$146,047,099.60 in damages, representing the full extent of the losses caused by the Cargo Drawdowns. Interest was also awarded at the rates stipulated in the bank credit facilities.

The Appellate Court’s Decision [Why the Court of Appeal Overturned the Decision]

In 2025, the Appellate Division of the High Court reversed the earlier ruling. Here’s why:

1. No Evidence of Causation

The appellate court emphasized that even if Dr. Goh breached his Care Duty, IPP failed to prove that his breach caused the losses. Specifically:

• IPP did not establish what steps Dr. Goh would have taken if he had been aware of the cargo trading business.
• There was no evidence that Dr. Goh’s actions would have uncovered the fraudulent transactions or prevented the losses.

2. The Role of Red Flags

The appellate court rejected the High Court’s finding that the three red flags were sufficient to put Dr. Goh on notice of the fraud. For example:

• The Mercuria ACR: This document was part of a routine audit and did not indicate delinquency.
• The Suspension: This only affected the bunker trading business and was unrelated to the fraudulent cargo trades.
• The Maybank Confirmations: These did not reveal any apparent issues with the cargo trading business.

3. No Breach of Creditor Duty

The appellate court clarified that the Creditor Duty is only engaged when a director exercises discretion over transactions that impact creditors’ interests. Since Dr. Goh was unaware of the Cargo Drawdowns and did not authorize them, he could not have breached this duty.

4. Directors Are Sentinels, Not Sleuths

The judgment reaffirmed that directors are expected to act as “sentinels” rather than “sleuths.” They are not required to proactively investigate fraud unless there are clear and actionable warning signs, which were absent in this case.

What Does “Sentinels, Not Sleuths” Mean for Directors?

The appellate court’s judgment introduced an important clarification about the role and responsibilities of directors, stating that directors are sentinels, not sleuths. While this phrase may seem abstract, it provides critical insight into the degree of involvement expected of directors in overseeing their company’s operations.

What Does It Mean?

1. Sentinels – The Watchful Overseers:A sentinel is like a watchman or guard, responsible for overseeing and monitoring the company’s activities to ensure that everything is functioning as it should. Similarly, directors are expected to:
   • Staying informed about the company’s business activities and financial health.
   • Ensuring systems and governance structures are in place to detect potential risks.
   • Responding appropriately to clear warning signs or irregularities.

   However, directors are not required to micromanage or delve into every operational detail unless there are clear warning signs that demand their attention.

2. Not Sleuths – Not Investigators:A sleuth, or detective, actively investigates and searches for hidden problems, such as fraud or misconduct. The court clarified that directors are not expected to proactively uncover fraud unless there are obvious red flags or indications of wrongdoing. Directors cannot be held liable for failing to investigate issues that were not reasonably apparent to them.

How the Business Community Reacted

The judgment has been met with a mix of relief and concern across industries:

1. Relief Among Directors:

The ruling reassures directors that liability is not automatic. Courts will carefully scrutinize whether a director’s breach of duty directly caused a company’s losses.

2. Concerns About Causation:

Some observers worry that the high bar for proving causation may make it difficult for companies to hold directors accountable, even in cases of severe negligence.

3. Renewed Focus on Governance:

The case has highlighted the importance of robust corporate governance. Many companies are reviewing their internal controls, reporting mechanisms, and director training programs to mitigate risks and improve oversight.

Key Lessons for Directors

The Goh Jin Hian case underscores several important lessons for directors:

1. All Directors Are Held to the Same Standard: Whether you are an executive, non-executive, or nominee director, the Companies Act requires you to exercise the same standard of care, diligence, and oversight.
2. Understand the Business: Ignorance of your company’s operations is no defense. You must acquire and maintain sufficient knowledge of all major business activities.
3. Respond to Red Flags: While directors are not investigators, they must act prudently when warning signs arise. Ignoring red flags can lead to liability.
4. Document Your Decisions: Maintain detailed records of board discussions and decisions to demonstrate that you acted reasonably.
5. Seek Professional Advice: Engage legal, financial, or operational experts when faced with complex issues. Proactively seeking advice can help you fulfill your duties effectively.

How We Can Help

At S C Mohan PAC and its affiliate firm, we specialize in helping directors and businesses navigate operational challenges and regulatory requirements. Our services include:

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• Ying Fen: accounts_1@scmohan.com.sg
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Conclusion

The Goh Jin Hian case is a reminder that directors must act diligently, stay informed, and respond appropriately to potential risks. While the ruling reassures directors that liability is not automatic, it also highlights the importance of robust oversight and governance.

Disclaimer

This blog is based on the publicly available court case of Goh Jin Hian v Inter-Pacific Petroleum Pte Ltd [2025] SGHC(A) 7, newspaper articles and is intended for informational and educational purposes only. It does not constitute legal or professional advice. Directors are encouraged to seek professional advice if they have questions about their roles, responsibilities, or specific legal concerns.