Sakae wins court action against ex-director and associates

Sushi chain restaurant operator Sakae accused Mr Andy Ong of breaching his fiduciary duties while he was a company director. Sakae also brought a second suit, this one against various people who allegedly conducted the affairs of Griffin Real Estate
Sushi chain restaurant operator Sakae accused Mr Andy Ong of breaching his fiduciary duties while he was a company director. Sakae also brought a second suit, this one against various people who allegedly conducted the affairs of Griffin Real Estate "in a manner that is oppressive and prejudicial" to the interests of Sakae.ST PHOTO: FELINE LIM

Three men ordered to pay $35m to real estate firm in which Sakae has minority stake

Sakae Holdings, the owner of the Sakae Sushi chain, has won a major legal victory against former director Andy Ong and his two associates.

High Court Justice Judith Prakash ordered Mr Ong and associates Ong Han Boon and Ho Yew Kong to pay about $35 million to Griffin Real Estate Investment Holdings, in which Sakae is a minority shareholder.

Mr Ong was also ordered to pay $2.64 million to Sakae.

Yesterday's judgment follows a seven-week trial last year centred on Sakae's accusations that Mr Ong breached his fiduciary duties while a Sakae director.

Sakae also brought a second suit, this one against various people who allegedly conducted the affairs of Griffin Real Estate "in a manner that is oppressive and prejudicial" to the interests of Sakae.

Sakae founder Douglas Foo and Mr Ong had been fast friends since their national service days and had become successful businessmen by 2010.

But their friendship ended in tatters after Mr Ong invited Mr Foo to participate in a property development investment with him.

Sakae eventually sued Mr Ong and his companies, alleging oppression, breach of fiduciary duty and exploitation.

Mr Andy Ong, Mr Ong Han Boon and Mr Ho were accused of treating Griffin Real Estate's funds as their personal money and diverting them for the benefit of the ERC group.

Mr Andy Ong is the founder and chief executive of ERC Holdings, which is the holding company of ERC group.

ERC Holdings, in turn, is a shareholder of Gryphon Capital Management, which manages Griffin Real Estate property investments, including Bugis Cube, a commercial property at 470, North Bridge Road.

Sakae, which is represented by Senior Counsel Davinder Singh and Mr Jaikanth Shankar of Drew & Napier, alleged that Griffin Real Estate funds were used by ERC group to finance the purchase of the House of Tan Yeok Nee, a gazetted national monument in Penang Road, and Big Hotel in Middle Road.

Judge Prakash found Mr Andy Ong to be "in breach of his fiduciary duties to Sakae" and ordered that Griffin Real Estate be liquidated.

"Mr Ong also avoided taking the stand and avoided having to answer questions about (Griffin Real Estate's) financial position," the judge wrote in the 171-page judgment released yesterday.

"(Griffin Real Estate) has $96 million in its bank account but it is not clear that those funds represent the total value of the company. From the evidence given at trial, it is apparent that the company's finances have been manipulated for the benefit of other parties."

Justice Prakash noted that the defendants acted in "clear disregard of Sakae's interests when they siphoned out $16 million from (Griffin) under the guise of prematurely terminating" a lease agreement, which she found to be a "sham document".

"The $16 million was ultimately used to benefit the ERC group of companies and it is not disputed that Mr Ong had a sizeable interest in the companies which benefited from the transactions," she wrote.

In another instance, a $10 million loan from UOB earmarked for Griffin's working capital needs was used, at Mr Andy Ong and Mr Ong Han Boon's directions, to fund an ERC firm's purchase of Big Hotel.

"It appears that an exercise in creative accounting had been effected seeking to depict cash inflows to (Griffin) in full satisfaction of the loan, but ultimately leaving the company $7.9 million out of pocket," the judge wrote.

When contacted yesterday, Mr Foo said he is "relieved that justice is served".

Mr Andy Ong is said to be considering an appeal.

A version of this article appeared in the print edition of The Straits Times on April 08, 2017, with the headline 'Sakae wins court action against ex-director and associates'. Print Edition | Subscribe