Ex-IPP director Goh Jin Hian ignorant of cargo trading business that was ‘vehicle of fraud’: Court

SINGAPORE - The High Court has found that Goh Jin Hian, a former director of insolvent marine fuel supplier Inter-Pacific Petroleum (IPP), is not entitled to relief from liability to pay US$146 million (S$196 million) plus interest in compensation for losses suffered by the firm.

This is due to “the egregiousness of his breaches of duty, chief among which was his ignorance as to IPP’s cargo trading business” – a “vehicle of fraud” that had “disastrous consequences” for the company – Justice Aedit Abdullah ruled in his 170-page grounds of decision issued on July 11.

Goh, the son of former prime minister Goh Chok Tong, served as a director of IPP from June 28, 2011, to August 2019.

His breach of duty “entailed an extent of carelessness or imprudence that struck at the very heart of his duty of skill, care and diligence”, said the judge.

In declining to grant Goh relief from liability, Justice Abdullah said: “The mere fact that Dr Goh had not been a perpetrator of the fraud did not mean that he was not responsible for its disastrous consequences on IPP.

“It was through his combination of misfeasance and nonfeasance, in failing to even be aware of IPP’s cargo trading business, that the fraudsters were able to use IPP’s cargo trading business as a vehicle of fraud in the first place.”

He ordered Goh to pay costs of $332,545 plus $94,301 in disbursements.

The judge’s grounds of decision came after Goh appealed the ruling in February that

found him

Deloitte & Touche, IPP’s judicial managers turned liquidators, had sued Goh to recover US$156 million in losses, accusing him of “sleepwalking through his time as a director”, and failing to discover and stop drawdowns in trade financing between June 2019 and July 2019 to fund alleged non-existent or sham transactions.

According to the liquidators, the trade financing came from IPP’s two largest creditors – Malayan Banking (Maybank) and the Singapore branch of Societe Generale (SocGen).

It consisted of US$146 million drawn down for cargo trading operations, and US$10.5 million drawn from SocGen’s facility for IPP’s bunkering operations allegedly when IPP was balance-sheet insolvent.

But the judge said the US$10.5 million claim “has not been made out” as IPP has “not sufficiently shown how this claim arose out of the breach in question”.

The judge found that Goh had failed to take “reasonable steps”, such as making necessary inquiries when various red flags relating to the firm’s financial position arose.

The liquidators said he missed an opportunity to investigate IPP’s affairs in June 2019 when its bunker operator craft licence was suspended, after the Maritime and Port Authority of Singapore detected operational irregularities during an inspection.

“Any reasonable director in Dr Goh’s position who had been informed that his company was facing a ‘going concern issue’ would have inquired on how IPP’s cargo trading business was doing amidst the suspension,” said Justice Abdullah.

That he did not do so meant Goh had simply not known of the firm’s cargo trading business, said the judge.

The liquidators, represented by Senior Counsel Lok Vi Ming and associate director Justin Chan, said Goh failed to inquire about and investigate a large amount of receivables – US$132 million – allegedly owed to IPP by Mercuria Energy Trading.

Had Goh done so, he would have learnt that the invoices IPP issued to Mercuria from September 2017 to February or March 2018 were for bogus transactions, and he would have prevented IPP from drawing down on the trade financing with SocGen and Maybank in June 2019 and July 2019.

“However, ‘even when shown that there was a significant amount due from a single trade debtor, Dr Goh did not even so much as check how much of these receivables were overdue’,” Justice Abdullah noted.

In addition, the judge accepted IPP’s submission that the audit confirmation request – which showed US$132 million in receivables was due from Mercuria to IPP as at Dec 31, 2017 – was a red flag that should have triggered Goh to investigate IPP’s receivables position.

“If Dr Goh signed the audit confirmation request without properly satisfying himself as to its contents, he did so at his own peril and he had to now pay the price for it,” the judge said.

The judge also rejected Goh’s argument that IPP’s business and financing mechanism was structured in such a manner that it was unnecessary for him to inquire into IPP’s financials.

“A director’s duty to make inquiries... is intended to ensure that the director is sufficiently on top of the company’s affairs to prevent the company from entering into a crisis in the first place,” Justice Abdullah said.

Goh disputed IPP’s claim that he had been an executive director of IPP at the time when the June-July 2019 drawdowns were made. He alleged he had intentionally transitioned to the role of a non-executive director from July 2015, until his resignation from IPP’s board in August 2019.

But the judge found that Goh continued to be actively involved in IPP’s management even after his supposed intention to transition out of executive functions in July 2015.

In September 2023, Goh and three other men were handed a total of 132 charges related to false trading offences in the State Courts. Goh himself faced 39 charges under the Securities and Futures Act over allegations, including manipulating the share price of healthcare and energy firm New Silkroutes over various periods in 2018.