MARINA BAY SANDS PTE. LTD. v. TSANG YEUK KWAN

HCA 195/2025

[2026] HKCFI 3271

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 195 OF 2025

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BETWEEN

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REASONS FOR DECISION

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1.  These are appeals brought by Tsang Yeuk Kwan (“D”) against Master Keith Lam’s decisions on 23 December 2025

(a) granting the Final Judgment against D (“Final Judgment”) pursuant to Marina Bay Sands PTE Limited (“P”)’s O. 14 Summons filed on 13 March 2025 (“O.14 Summons”); and

(b) dismissing D’s Summons dated 5 September 2025 (“New Evidence Summons”) for leave to file the affirmation of Tan Yun Hao Alson (“Mr Tan) dated 1 September 2025 (“Tan 1^st”), D’s 3^rd affirmation dated 4 September 2025 (“D 3^rd”) and the affirmation of Wong Kar Lum Kathleen also dated 4 September 2025 (“Wong 1^st”).

2.  At the conclusion of the hearing, I dismissed both appeals for the reasons set out below.

Relevant factual background

3.  P operates a casino and gaming resort (the “Casino”) in Singapore.

4.  D is a Hong Kong permanent resident and was a patron of the Casino owned and operated by P. On 27 June 2016, P and D entered into a credit agreement (“Credit Agreement”) governed by Singapore laws.

5.  Between 4 and 13 August 2024, the credit limit was increased to SGD6.3 million by way of 3 Requests to Revise Credit Limit Forms as evidenced by 9 Markers signed by D.

6.  D has repeatedly acknowledged the debt but has only made partial repayments in the sum of SGD240,400, leaving a balance outstanding of SGD6,058,132 (the “Outstanding Amount”).

7.  The rate of interest under the Credit Agreement is 12% per annum. P seeks contractual interest at that rate from 12 November 2024 until full payment.

Procedural history

8.  The key procedural steps are the following:

(i) On 4 February 2025, P filed the Writ of Summons and commenced these proceedings.

(ii) On 13 March 2025, P filed the O.14 Summons supported by the affirmation of Law Wing Chung Vincent (“Law 1^st”), the affirmation of Lee Wen Rong Gabriel dated 14 March 2025 (“Lee 1^st”), and the 3^rd affirmation Lee Wen Rong Gabriel dated 22 August 2025 (“Lee 3^rd”).

(iii) On 17 March 2025, D filed the Stay Summons and his 1^st affirmation (“D 1^st”). Master KW Wong dismissed the Stay Summons on 4 June 2025.

(iv) On 18 June 2025, D filed a notice of appeal against that dismissal.

(v) On 23 July 2025, D filed and served D 2^nd, Chung 1^st and Chen 1^st in opposition to the O.14 Summons.

(vi) On 5 September 2025, D filed and served the New Evidence Summons for leave to file three affirmations, namely, Tan 1^st, D 3^rd, and Wong 1^st.

(vii) On 26 September 2025, I dismissed D’s appeal against the Master’s dismissal of his Stay Summons dated 17 March 2025 to stay the present proceedings in favour of the Singapore court on forum non conveniens grounds. Reference should be made to Marina Bay Sands Pte Ltd v Tsang Yeuk Kwan [2025] HKCFI 4558 (the “2025 Decision”) for its procedural history and reasons for dismissing D’s appeal.

(viii) On 23 December 2025, Master Keith Lam granted Final Judgment and dismissed the New Evidence Summons.

The New Evidence Summons

9.  It is common ground that RHC O. 32, r. 11 A (4) applies. In respect of an interlocutory application before a master who has given directions for the exchange of evidence, “no further evidence may be adduced unless it appears to the Court that there are exceptional circumstances making it desirable that further evidence should be adduced.” See Jose Miranda Da Costa v Lorenzo Yih, unrep., HCA 156/2010, 28 April 2014 at §§9-13.

10.  In Zhang Jizhi v Hong Kong TV International Media Group Limited & Another [2022] HKCFI 308, after referring to the Ladd v Marshall conditions, Marlene Ng J held (at §99) that in the post-CJR era, it is inconceivable for leave to be granted for filing further evidence “in the absence of genuine extenuating circumstances”. She explained (at §103) that there is no injustice in requiring the defendant to use diligence as is reasonable in the circumstances to put before the Court on the hearing of the Order 14 summons, all the evidence he relies on in defence whereas it would be a great injustice to the plaintiff to allow the defendant to introduce evidence which was readily available upon the original exchange of evidence pursuant to court directions but was not then produced.

11.  The New Evidence consists of 3 affirmations[1]. Mr Tan who affirmed Tan 1^st is a Singaporean solicitor of Terra Law LLC (“Terra Law”) who sought to give evidence on Singaporean law. His opinion (that if a casino operator permits an intoxicated person to participate in any gaming activities (including assigning markers for chips), it would contravene the relevant Singaporean regulations and thus whatever contract signed by such an intoxicated person would be tainted by illegality and unenforceable under Singaporean law,) is a mainstay of D’s defence to the O. 14 Summons.

12.  Mr Tan had co-signed the Letter of Submission dated 11 April 2025 with Patrick Ee (“Mr Ee”) also of Terra Law which referred to Regulation 17 of the Casino Control (Conduct of Gaming) Regulations 2009 (“Regulation 17”) in support of the earlier new evidence summons considered in the 2025 Decision (at §§6(iv), 20-21 and 28). He was therefore already aware of Regulation 17 in April 2025. Tan 1^st is dated 1 September 2025.

13.  As the intoxication issue was first raised in D 2^nd filed on 23 July 2025, it could and should have included Mr Tan’s opinion then. Instead, D did not file Tan 1^st until 3 days before the substantive hearing of the Stay Appeal and D’s earlier new evidence summons that resulted in the 2025 Decision.

14.  D 3^rd seeks to elaborate on the events relating to D’s gambling trip at the Casino in August 2024. There is no reason why that material was not included in D 2^nd.

15.  Wong 1^st sought to attribute the delay to a change of legal team and the need to liaise with Terra Law when Terra Law has been advising D on Singaporean law all along. The change in the Hong Kong legal team could not have been relevant to the issues under Singapore law.

16.  The delay in filing the New Evidence Summons was entirely caused by D. Despite having repeatedly acknowledged the debts and made partial repayments, after P commenced this action to recover the outstanding balance, D has adopted delaying tactics. As explained in the 2025 Decision (at §31), D’s conduct that culminated in that Decision cannot be condoned. The New Evidence Summons before this Court is yet another attempt to delay the progress of this action. Such conduct is unacceptable and inexcusable.

17.  As regards the substance of Tan 1^st, the allegation appears to be that P was in breach of Regulation 17 by allowing D2 to gamble at the Casino in an intoxicated state. However, he recognises that the consequence of any breach is that P would only be subject to disciplinary action under section 54 of the Casino Control Act 2006.

18.  Mr Tan then asserts that “whatever contract signed by the patron in the state of intoxication would also be tainted with illegality, rendering it invalid and unenforceable under the laws of Singapore.” He referred to Ting Siew May v Boon Lay Choo [2014] 3 SLR 609 §70 in support but that passage merely states some general factors that the court should consider in assessing proportionality in the context of contracts entered into with the object of committing an illegal act. No illegal purpose is identified when the parties entered into the Credit Agreement or when D signed the Markers. Nor is there any allegation in D 2^nd and D 3^rd of any intention on the part of P or D or both of performing the Credit Agreement in an illegal manner or entering into the Markers for gaming credit with the intention of contravening any statutory provision.

19.  It is entirely unclear how the relevant factors or which of them would be applicable to support Mr Tan’s assertion that whatever contract signed would be unenforceable. Further, while there are references to unauthorised casino promotions, the legal consequence of any breach remains unidentified nor is how that might constitute a defence explained.

20.  Finally, Mr Tan’s impartiality and credibility is also problematic. He and Mr Ee of Terra Law sent to P the Notice of Intent to file legal proceedings against P in Singapore dated 18 August 2025.

21.  As for D 3^rd, it does not cover events that have not already been addressed in his previous affirmations. Supplemental bare assertions can hardly make any material difference to the outcome.

22.  Mr Owen Kun, counsel for D, submitted that the test for admitting new evidence should not be “straight jacketed by the Ladd v Marshall conditions[2]”. Even assuming that approach to be correct, I have no hesitation in concluding that D has failed to show any exceptional circumstances in the present case for the New Evidence to be admitted.

The summary judgment application

(A) Legal principles

23.  The applicable legal principles are trite and a summary of the relevant principles can be found in the judgment of Ng J in Guanghua SS Holdings Limited v Lim Yew Cheng & Another [2022] HKCFI 1052 at §13[3].

24.  D’s affirmation in opposition must “condescend upon particulars”: Hong Kong Civil Procedure 2026, Vol 1, §14/4/4. Faced with an Order 14 application, a defendant cannot be sparing of the particulars of his defence, and then claim, as a result of his own parsimony in details, that there is an obscurity which must await trial for illumination: Sumikin Bussan International (HK) Ltd v The Precast Piling & Engineering Co Ltd, HCA 3814/2001 at §39 per DHCJ Reyes[4].

(B) D’s factual case

25.  The purpose of D’s trip to Singapore in August 2024 was to seek medical treatment.

26.  He arrived in Singapore on 4 August 2024 and stayed at the Marina Bay Sands Hotel in the same suite as Chen Wenbo (“Mr Chen”). D consumed a mix of whisky and red wine as well as medication for his heart condition. That evening he gambled at the Casino.

27.  D consumed more than a bottle of whisky every evening during his stay from 4-18 August 2024.

28.  He had a medical consultation on 8 August 2024 with a cardiologist who provided a medical report on 10 August 2024 that shook D’s confidence and mood.

29.  D’s recollection of events that took place at the material time, namely, from 4 to 13 August 2024 was said to be impaired. He could not recall signing any documents or any of the events at the gaming floor or of the contents of the documents that P’s staff explained to him.

(C) D’s defence

30.  Mr Kun raised 2 points by way of defence: (i) D’s intoxication at the material times when he signed the Markers and received the chips from P from 4 to 13 August 2024; and (ii) defects and inconsistencies in P’s case. These will be considered in turn.

(i) Intoxication

31.  Mr Kun submitted that because D was heavily intoxicated at the material times, he lacked the requisite capacity to contract with P, rendering the credits advanced by P to D during D’s intoxication unenforceable. Further, it is unlawful under Singaporean law for a casino to allow intoxicated patrons to gamble with the result that the transactions between D and P at the Casino are tainted by illegality and are unenforceable under Singaporean law.

32.  Mr Nicholas Hunsworth, Solicitor Advocate and Mr Johnson Ng, Solicitor Advocate appeared for P. D does not deny that he received the gaming credit of SGD6,298,532 for gambling between 4 and 13 August 2024.

33.  P submitted that the “intoxication” story is not believable for the following reasons:

(i) On D’s evidence in opposition, it is D’s case that he was intoxicated for the entire period of 10 days from the evening of 4 August 2024 until 13 August 2024 during which he continued to draw gaming credits and gamble and did not recall what happened.

(ii) D did not provide details of how he spent each day from 4 to 13 August 2024 during which period he made 9 separate drawings of gaming credits. It is not credible that he was intoxicated throughout the 10 days without realising at any stage that he was drawing gaming credit to gamble.

(iii) Mr Chen’s assertion that D was almost continuously consuming alcohol from 4 August 2024 until he departed on 18 August 2024 is vague. For example, he does not provide details of D’s condition when he drew his gaming credits on 9 occasions other than on the first occasion. That was around midnight on 4 August 2024 when a staff member asked D who “was already drunk” to sign some documents before giving him the chips.

(iv) Mr Chen appears to suggest that he was with D throughout D’s stay in Singapore. That was clearly not the case as D went to the clinic alone for his medical consultation on 8 August 2024.

(v) There is also evidence that D did not just gamble at P’s Casino but also gambled at the casino in Resorts World Sentosa (“RWS”) in Singapore between 9 and 13 August 2024 and obtained gaming credits of SGD12 million there. RWS is some distance away from P’s Casino. Mr Chen made no mention of those outings.

(vi) While suggesting that on several occasions Mr Chen stopped D from requesting more chips and asked the casino staff not to provide D with chips, if the allegation is that the casino staff took advantage of D’s intoxicated state which led to a debt of over SGD6 million, it is inconceivable that D would have made no complaint to P or any regulatory body until the present action.

(vii) The intoxication story was raised for the 1^st time on 23 July 2025 when D 2^nd was filed. It was a year after the event. D’s attempted explanation that the intoxication defence had little relevance to D’s Stay Summons must be rejected since it goes to the enforceability of the gaming credit in question which D relied on extensively for his stay application[5].

(viii) In response to P’s various demands by letter in November and December 2024 for repayment of the outstanding sum and WhatsApp messages from Ms Chong to D between 23 August 2024 and 1 January 2025, D repeatedly admitted his liability[6] in the WhatsApp messages to Ms Chong, seeking P’s indulgence and promising to pay by instalments.

34.  Those matters aside, D’s evidence is inconsistent:

(i) in D 1^st, D confirmed and admitted that P advanced gaming credit to him pursuant to the Credit Agreement[7];

(ii) in D 2^nd at §8, D changed his position and denied ever withdrawing gaming chips or entering into any credit agreement with P;

(iii) as to his drawing of gaming credits in August 2024, D said he “do[es] not recall any of the events at the gaming floor”, yet he admitted that “at the material time, [he] was acting under the belief that [he] could turn things around with the additional facility” which must suggest that he knew what he was doing;

(iv) in the agreed chronology for this hearing, D changed his story again and admitted that he executed the Credit Agreement and obtained the gaming credit from P itself.

35.  P submitted that, in any event, there is no arguable defence based on intoxication. D has not adduced any evidence on Singapore Law insofar as he is also relying on intoxication as a defence going to D’s capacity.

36.  Even if Singapore Law is similar to Hong Kong law on this issue, a contract may be voidable if there is a lack of capacity where the person entering into the contract if he was so drunk that he was unable to understand the general nature and effect of the transaction and the counterparty must have known of his infirmity: Butterworths Common Law Series, The Law of the Contract, 7^th edn. at §4.20; Aspinall’s Club Limited v Mr Lester Hui Chun Mo [2023] EWHC 2036 (KB) §§ 301-304. As noted in Aspinall at §306, there are varying degrees of drunkenness/intoxication. D has not shown that he falls within the extreme of not knowing what he was doing.

37.  Further, a voidable contract on the ground of drunkenness can be ratified when the intoxicated party has sobered up: The Law of the Contract at §4.20. In the present case, P submitted that by D’s repeated express representations in his WhatsApp messages that he would make repayments, seeking more time to sell his assets for repayments, his conduct in making partial repayments, coupled with the fact that he did not raise the intoxication allegation at that time, D has clearly ratified the 9 drawings of gaming credit as evidenced by the Markers.

38.  D was not able to address the points made above.

39.  In the circumstances, plainly D has failed to raise an arguable defence based on intoxication.

(ii) Defects and inconsistencies in P’s case

40.  Mr Kun referred to clause 4 of the Credit Agreement which reads as follows:

“Borrower requests Lender to make available casino chips up to the amount of the Credit Limit. The credit granted under this Agreement may be increased, but only if Borrower first requests the increase by completing a Request to Revise Credit Limit (“Request”). If the revision is granted by the Lender, the approved Request will be sufficient evidence of an amendment to this Agreement for any increased credit granted by Lender to Borrower.”

41.  After the Credit Agreement was signed, D made 3 Requests to Revise Credit Limit on 3 separate occasions and days. Each of the Requests (which gave the borrower the option of increasing the credit limit on a temporary or permanent basis) was signed by D and a special employee on behalf of P:

(i) from SGD1 million to SGD3 million on 5 August 2024 (“1^st Request”);

(ii) from SGD3 million to SGD5 million on 9 August 2024 (“2^nd Request”); and

(iii) from SGD3 million to SGD6.3 million on 10 August 2024 (“3^rd Request”).

For the 2^nd and 3^rd Requests, the option selected was for a temporary revision.

42.  Mr Kun submitted that in order to increase the credit limit there must be an application by D that has been approved by P prior to any credit being given to D as a borrower. However, according to the Markers, some SGD 4,999,537 worth of the Markers were signed by D by 8 August 2024 before D’s signature on the 2^nd Request.

43.  He further submitted that the 3^rd Request suggests that the 2^nd Request was for some reason not approved as the credit limit commenced from SGD3 million.

44.  Mr Hunsworth highlighted the fact that those points are new as they had not previously been made by counsel representing D before the Master.

45.  While recognising that clause 4 of the Credit Agreement envisages D “first requests” the increase of credit limit, P’s response is that nothing in clause 4 suggests that if P proceeds to grant the credit sought, D signs the Marker and the Request to Revise Credit Limit is submitted by D and approved by P, any such credit would be irrecoverable or that a strict compliance with the time sequence is a condition precedent to any valid credit to be given. The fact that clause 6 provides that P ‘may’ (rather than ‘must’) refuse any request of credit whenever the request exceeds the Credit Limit reinforces P’s interpretation.

46.  As to the 2^nd Request, both P and D signed it and agreed to the revision of credit to SGD5 million.

47.  D’ s submission that the inference to be drawn from the fact that the 3^rd Request commenced from SGD3 million is that the 2^nd Request was not approved is misplaced. As the 2^nd Request was for a temporary revision, it was clearly appropriate to start from SGD3 million for the 3^rd Request.

48.  D also appears to suggest that there should be “some form of approval” and queries whether P ever approved D’s requests. But as submitted by P, there is no merit in the doubts D sought to raise:

(i) clause 4 does not mandate any form of giving such consent;

(ii) P’s signatures on the Requests clearly signify its approval;

(iii) the fact that P granted the requested credit must signify its approval: and

(iv) the WhatsApp messages between P and D assume that the credit line was increased.

49.  For the reasons set out above, D has failed to raise any arguable defence based on “defects and inconsistencies” in P’s case.

50.  There being no arguable defence raised, the appeals were dismissed.