There is a saying in the world of governance: The boardroom is not a sanctuary. It is a place of duty — and sometimes, of judgment.
In 2019, the foundations of Inter-Pacific Petroleum (IPP), a Singapore-based marine fuel supplier, began to tremble. What began as a quiet unraveling in the corridors of compliance would later erupt into one of the most significant legal battles on directors’ duties in recent memory.
At the center of it all stood Dr. Goh Jin Hian — physician, businessman, and director.
But had he known?
Had he done enough?
And who should bear the cost when the cracks in governance let fraud seep through?
🚢 The Calm Before the Storm
IPP operated on twin engines — cargo trading and bunker trading. It bought and sold fuel, either in back-to-back trades or by “breaking bulk” for smaller clients. It was a high-stakes, high-volume business, backed by financing from Maybank and Société Générale. On paper, the operation looked solid.
Until June 2019.
That month, the Maritime and Port Authority of Singapore (MPA) suspended IPP’s licence. The reason? Tampering with a mass flow meter — a red flag, perhaps, but to whom?
At the helm of IPP’s response was Dr. Goh. He signed letters. He soothed bank nerves. He took point in negotiations.
But just weeks later, the ship would sink.
On 22 August 2019, after resigning, Dr. Goh met with the banks. What he learned shocked him: IPP had drawn down over US$146 million for cargo trades.
And it was money that would never come back.
The documents were fake. The customers were ghosts.
The fraud had festered under the nose of its directors.
⚖ The Trial: What Should a Director Have Known?
In court, IPP — now in liquidation — turned its focus on Dr. Goh.
It wasn’t that he had committed the fraud.
It was that he hadn’t stopped it.
The charge was breach of duty of care, and also breach of the creditor duty — a fiduciary obligation that arises when a company teeters near insolvency.
According to the Singapore High Court in 2024, Dr. Goh had failed to detect the sham transactions and allowed the company to take on unsustainable debt. His ignorance of IPP’s cargo trading operations — the very heart of the fraud — was, the Court said, “an egregious breach” of his responsibilities.
He was held liable for US$146 million.
Not for what he did, but for what he failed to do.
🚨 The Red Flags
Three events were spotlighted as red flags:
- An audit confirmation to Mercuria in 2018 — signed by Dr. Goh — showed suspicious receivables.
- The suspension of the MPA licence in June 2019 — a blow to IPP’s core operations.
- Three confirmations of indebtedness to Maybank, signed just weeks before the collapse.
Any one of these, IPP argued, should have jolted a reasonable director into action.
But Dr. Goh disagreed. He said he relied on the company’s CFO and on the apparent health of the business. The banks were still lending. IPP was still trading. Shouldn’t that have been enough?
The trial judge didn’t think so.
🧭 The Appeal: A Question of Causation
Dr. Goh appealed — not to deny that he might have nodded off at the watchtower, but to argue that his negligence had not caused the company’s losses.
And in 2025, the Appellate Division agreed.
In a carefully reasoned judgment, the Court drew a crucial line in the sand: Breach of duty is not enough. Causation must be proved.
Yes, Dr. Goh had failed in his supervisory role. But the fraud had been orchestrated by others. There was no evidence that, even if he had asked more questions, he would have discovered the deceit in time. He was not, the Court wrote, a forensic investigator. The law expected diligence — not omniscience.
The verdict: the High Court’s finding of breach stood, but the award of damages was overturned. Dr. Goh had breached his duties, but he would not be made to pay.
📚 The Legal Lessons: What Every Director Must Understand
This case offers a sobering primer on the law of directorship:
- The Care Duty is active, not passive. Directors must stay informed, especially when they hold themselves out as experienced or knowledgeable.
- The more you know, the higher the bar. Special skills — in finance, law, or business — increase the expectations the law places on you.
- The Creditor Duty arises near insolvency. Directors must then act in the interests of creditors, not just shareholders.
- But breach is not liability per se. A company must still prove that the breach caused the loss — and this can be a high hurdle.
- Directors are not scapegoats. Just because the fraudsters fled doesn’t mean the last man standing is automatically liable.
🕊 Final Word: Of Sentinels and Sleep
In the words of the appellate court:
“A director should not be a mere sentinel who dozes off at his post.”
But law is not about perfect vigilance.
It is about fairness.
In Goh Jin Hian’s case, the sentinel slept. But the shadow that crept in was not his doing. And for that, the law — though stern — remained just.
Important Notice.
Written for educational purposes by Koo Chin Nam & Co. All views and commentary are general in nature and do not constitute legal advice.
For inquiries on director duties, board responsibilities, or insolvency matters, contact us for a confidential consultation.
This article was written based on our reading of the Singaporean cases of Goh Jin Hian v Inter-Pacific Petroleum Pte Ltd [2025] SGHC(A) 7 and Inter-Pacific Petroleum Pte Ltd v Goh Jin Hian [2024] SGHC 178. Please contact our office in case of any inaccuracies.