-> AI-generated editorial illustration by ChatGPT. This is an artist’s impression for commentary/reporting purposes; the courtroom, judge, witness, and participants are illustrative and not an exact depiction of the people, layout, or proceedings.

Note on names and references

For ease of reading, Mr Raymond Ng Kai Hoe, the accused in this case, will be referred to as “Ng” throughout this report.
The presiding judge, District Judge Lim Tse Haw, will be referred to as "Judge" or "Judge Lim”.
The prosecution will be referred to as “the Prosecution”.
Where necessary, Deputy Public Prosecutors Jordon Li and Hui Choon Kuen will be referred to as “DPP Li” and “DPP Hui” respectively.
The prosecution witness currently on the stand, Mr Bryan Chua, will be referred to as “Mr Chua”.
Other individuals will be identified by their full names when first mentioned and by surname thereafter where appropriate.

Note on speech/dialogue

Some parts of the verbal exchange is reconstructed from sometimes incomplete notes taken in court, due to the speech at which verbal exchanges can go and the overlapping of speech when conversation takes place between more than 2 parties and sometimes even 2 parties only at great speed, and hence those parts are not verbatim transcripts. These sections will have a paragraph after the quotation marks stating so, like this one for example or a variation of stating the same: (I did my best to record down the exact words from the Judge but there could be a few words missing or changed due to not being able to type the entire sentence fast enough in court. The meaning however, is the same to the best of my knowledge).

SINGAPORE: 8 July 2026 – When I entered Court, the Witness was reading out terms from the Franchise Agreement for the Judge and the Court (presumably the ones relating to the Judge’s instructions from the previous evening  [the differences between the contract that Mr. Chua was presented with and the “Sales Presentation” which he attended in person]). Read the previous day's article here - https://www.zephyrkhambatta.com/blog/raymond-ng-trial-vendshare-co-ownership-income. DPP Hui from the Prosecution was standing. This was at 1038 Hrs.

Franchise Agreement, Profitability and Investment Returns

The Witness explained various sections of the contract and his understanding of the contract, which seemed like a business contract, with terms and clauses to protect relevant parties.

The Witness also said, “This issue of the profitability part, in my understanding the presentation was presented to me or the audience at the time, that this business is a profitable one and we would expect to have investment returns. “Investment returns” to me as a co-owner is not whether it profitable or…” There was an interruption at this point by the Judge to clarify what he meant.

Shortly after, the Judge asked, “Your understanding is that your payout is not dependent on whether the coffee business makes a profit or not?” (I did my best to record down the exact words from the Judge but there could be a few words missing or changed due to not being able to type the entire sentence fast enough in court. The meaning however, is the same to the best of my knowledge).

Later on, the Witness did mention that point 21 of a certain section sounded unfair to him where the Franchisor had made provision for the fact that they could change a part of the agreement and inform the Franchisee of the changes (I’m typing this broadly from what I heard, the exact contract may have more specific mechanics). With that point, the Witness concluded this part of his testimony.

The Judge then asked Mr. Ng to continue. At one point, Mr Chua was asked to step out of the courtroom while Ng addressed Judge Lim in his absence. After he returned, the cross-examination continued.

Email Exchange Marked as D4

Ng requested to submit evidence which was an email exchange between Bryan (check spelling) and him.

The Judge clarified that it was an email exchange with three parts/dates:
1^st July 2020
3^rd October 2020
19^th December 2020

The emails would be collectively marked as “D4” with the 1^st July email being D4(a), D4(b) being the 3^rd October email and the 19^th December email being D4(c).

Ng began, “Your honour I’m well aware that I’m not being charged with breach of contract, but I will zoom in to the part where insofar according to me it is relevant to the charge.” (I did my best to record down the exact words from Ng but there could be a few words missing or changed due to not being able to type the entire sentence fast enough in court. The meaning however, is the same to the best of my knowledge). The Judge confirmed that this was appropriate as long as it was relevant.

“Mr. Chua, let me ask you as a whole, as a global question… I just want to ask you right, which of these particular thing you are having issue with or you feel that is different from what was represented to you during the sales meeting right, which of these clause right, which of these evidence that you have given this morning, has to do with ownership of machines? Which one? Can you point out to me?”

Franchise Versus Ownership

Chua said, “Mr. Ng, this has to do with franchise, which is a very different idea from ownership.” Ng asked him to clarify. Chua said that they (the points) all mentioned the word franchise, which was vastly different from the word ownership.

Ng said that since he was sticking to that, he would address the matter accordingly. The Judge announced a short break for the parties and for him to retrieve his copies, at 1112Hrs. He asked us to come back at 1130Hrs. At 1140Hrs, Ng resumed his cross-examination.

Intellectual Property and Co-Ownership

Ng asked Mr. Chua to refer to clause 12 in the Franchise Agreement (P4I). Ng asked, “What is your understanding of Intellectual Property?” Chua: “When I read the word IP with regards to the context of this franchise agreement, things that have to do with the logo of the vending machine, of VendShare, of the design of the vending machine, etc.”

Ng turned to the Judge and said, “I will just cross (examine) based on Mr. Chua’s evidence, but I am not conceding to anything regarding ownership.”

Judge: “Yes.”

Ng proceeded to cross-examine the Witness further. The Witness answered questions posed by Ng, which had to do with the phrase “Intellectual Property”. I picked up a line while busy typing other notes, which was, “What I understood was that Intellectual Property would be included in the ownership.”

Ng went on to ask, “So in your view, the partial ownership or co-ownership of the vending machine, it includes the intellectual property?”

Chua: “Yes.”
Ng: “I suggest to you that you are obviously mistaken in contract law. You can choose to agree or disagree.”
Chua: “Disagree.”
Ng: “So in your view, the intellectual property, is included in the machine co-ownership.”

Ng continued, “As I said earlier, this is not a contract trial, this is a cheating trial and you can wish to give whatever evidence you like but I won’t cross further if it’s to do with the contract.” Ng was stating his position clearly to the Court, keeping in mind what the Judge had explained the previous day.

Ng referred to a point 2.6 and asked, “In your view if there is a promise of co-ownership, how is it affected by this clause? Does this clause take away the ownership?”

Chua: “No it does not take away ownership.”
Ng: “Then why did you mention it? You know what my charge is about right?”

Agreement or Written Representation

Ng continued, “Page 1 of P4I. Can you please read out the first two words of what this is?”
Chua: “Franchise Agreement.”
Ng: “Yesterday you gave evidence that this was the only written contract between us, right?”
Chua:  “Yes, but I did not agree to this (the written contract).”
Ng : “I remind you Mr. Chua that yesterday you gave evidence…. (I missed some words here)… that a contract doesn’t need to be signed…”

The Judge stepped in and reminded Ng that Chua’s evidence was that this agreement was suddenly sent to the group and that he didn’t agree to it.

Ng and the Judge went back and forth for a bit.

Ng then continued, “This is the only agreement between you and me correct?” (I did my best to record down the exact words but there could be a few words missing or changed due to not being able to type the entire sentence fast enough in court. The meaning however, is the same to the best of my knowledge).

The Judge stepped in again to remind Ng that Chua’s evidence was that he did not agree so it wasn’t an “Agreement”.

Ng then changed his terminology to call it a “written representation”, to which both the Witness and the Judge agreed; the witness agreed that this was a fair phrase to use.

Ng went on, “Insofar as this written representation is concerned, (and the Judge clarified that it was P4I), you said that 2.6 had nothing to do with ownership, so the next I’m going to go to is 4.1. Does whatever evidence you gave with regards to 4.1 just now right, does it affect ownership or co-ownership?”

Chua: “Yes, because it has the words “Franchise License”.”
Ng: “Okay, so how does a franchise license, how does it, how does this whole clause mean that the ownership promise was not lived up to?”
Chua: “Because I don’t know what does this word license mean. What do I need a license for? To own the machine? To contact your supplier?”
Ng: “Putting that aside, what does that have to do with ownership?”
Chua: “It has nothing to do with ownership per se.”
Ng: “Ok thank you, because I’m not here for breach of contract.”

Chua retorted that it did seem like he was deceived because the agreement made it sound like he was a co-owner.

Management Rights and Outsourcing

Ng asked Chua to refer to 2.6, 8.3 and 29.11.

Ng said, “So when you read 29.11, assignment of management rights right, (Ng proceeds to read a part of the paragraph here)” and then inserts a part of 2.6 and asks a question.

Chua replied and Ng again said that he’s not here for breach of contract.

The Judge steps in and makes things a little clearer. He explains to the two parties that Ng has asked Chua to read these paragraphs together and asked Chua to explain that when he did that, if in effect, the agreement was for him to outsource the management of the machine to Ng. The judge further goes on to explain to Ng that Chua then said that the paragraphs are incoherent, so Chua wasn’t just saying that it was a breach of contract.

Ng said he understood and asked Chua if he understood that Ng Kai Hoe Raymond, the accused, Candle Consulting Pte Ltd, a company, and Vendshare Pte Ltd, a second company are three separate parties and entities. He then asked if  that made it more coherent for Mr. Chua.

Mr. Chua retorted, “You know what is even more incoherent?” and then proceeded to say something to do with the phrase “Porcupine Group Pte Ltd”.

The Judge stopped him and said, “No no Mr. Chua, you need to answer Mr. Ng’s question first.” “Yes,” Ng agreed.

Mr. Ng repeated the question and asked Chua if it was more coherent now. The Judge asked Ng to explain how and why, stating that these 3 companies exist, made it more coherent, so Chua could understand what Ng was saying.

Ng explained that since Chua was saying that outsourcing back to Ng (according to the agreement), was incoherent for Chua, if it was now more coherent to Chua that he would have been outsourcing to a company instead.

Chua proceeded to explain that there was no outsourcing to begin with in the Sales presentation. The Judge stepped in to understand and seeked to clarify with Chua. Chua explained that there was outsourcing to begin with, and that any outsourcing, in his understanding, would have to be done by a legal entity etc.

The Judge seeked to clarify what this outsourcing would entail. Chua explained that it would mean servicing the vending machines, hardware work, working on the actual business, etc.

Ng proceeded to say, “I am asking you whether the co-ownership representation alone, with nothing else, is sufficient, for it to be placed in a shopping mall, to generate income?”

The Judge said it was’t clear and said that it was already mentioned in evidence that putting a machine in a mall wouldn’t be enough to generate income, and asked what he was asking Chua exactly.

Who Would Run the Business?

The Judge then turned to Chua and asked if during the Sales presentation, Ng mentioned who would do the work of actually running the business and the activities of running the vending machines etc.

Chua said, “Yes,” and the Judge asks who that would be.
Chua said, “Ng, and his Pte. Ltd. companies.”

Profit, Co-Ownership and the Reason for Signing Up

Ng asked again if he had made it clear to Chua that he (Ng) would be the one to bring the coffee machine to the location, to make money for him (Chua).

Chua: “Yes.”

Ng asked if this was the main reason he (Chua) had signed up.

Chua said he did not know.

The Judge proceeded to try to get a proper answer from him and ascertained that it was not that the Witness “did not know” but rather, that it was an important reason that the Witness signed up, but that it may not be the only reason. The Judge suggested to Chua that it could perhaps be the “main” or an “important” reason.

Chua : “Insofar as it being an important reason, yes.”

Ng proceeded to ask further questions and later asked, “In my sales presentation, did I say anything about “useful life span”?”

Chua: “Based on my memory, yes I think you did mention something of the life span of the machine.”

Ng gave some examples of potential business scenarios and asked Chua questions to try to navigate how machines made money in Chua’s mind. Ng explained to the Judge slightly later that this was because he wanted to find out why, in its entirety, Chua signed up to this scheme.

The Judge then explained to Ng that Chua was alleging in his evidence that what was mentioned in the Sales presentation was different from what transpired after that and hence felt cheated. (This was my best understanding of what the Judge said as I was not able to type out the sentence verbatim at speed.)

Judge called for a break at 1232 Hrs and asked everyone to come back at 1430 Hrs.

After Lunch, Cross-Examination Continued

After lunch, Ng requested the Judge to ask the Witness and any family members to leave. The Judge granted the request.

Ng addressed Judge Lim in his absence. After he returned, the examination continued.

The Witness and his wife returned to the room shortly, to the stand and the audience seating respectively.

Ng asked Chua some questions about his motive for entering this arrangement and Chua agreed when Ng asked, “(some words I missed)… it was to put the vending machine in a location for income, correct?”

Chua: “Yes.”

Clause Questions and the Alleged Ownership Promise

Ng asked about a particular clause, number 9. “Is this clause inconsistent with the representation of co-ownership?” Chua said he didn’t understand the question. Ng clarified, and Chua answered, “No”, to which Ng, said while looking over some documents, “Okay, this doesn’t affect ownership.” He then proceeded to ask more questions.

One question Ng asked Mr Chua was: “Does this clause affect my ownership promise to you? Not that I have promised it.”

As phrased in court, the question appeared to refer to an alleged ownership promise while also maintaining Ng’s position that no such promise had been made.

Chua: “No.” Ng was satisfied with the answer and said something to the effect of “very good”.

He asked about another clause and asked if it affected his alleged promise of co-ownership to Mr. Chua. Chua also replied “No” to that, to which Ng again replied, “Very good.”

Ng: “Does 17.1 affect my promise of co-ownership to you? Not that I have promised it.”

The Witness asked for some time to read through. The Witness said, “I don’t know,” and elaborated further about certain relationships between franchisee and franchisor, in his own view. Ng said, “Okay you said you don’t know; I can accept that answer.”

He asked another similar question to which the answer was “I don’t know.”

Ng then said, “His honour asked you who would be running the business and your answer was that I would be running the business.” He asked Chua who he thought would be actually running the business, to which Chua said, “You and your companies.”

Ng checked if Chua had heard this promise in the first Sales presentation.

Chua: “Yes.”

Ng asked if there were any other times that he had made this promise to Chua.

Chua said he didn’t know.

Ng said, “Very good,” before appearing to speak to himself, saying something close to, “This is the only time this was promised.”

The Prosecution did ask the Judge to tell Ng to not comment on the answers from the Witness but simply to ask questions.

Expectations Around Selling the Vending Machine

Ng proceeded to ask some questions about Chua’s expectations about the potential sale of a vending machine, if it would have arisen and Chua explained that in his understanding, he would have been consulted regarding this, and other co-owners would have been too.

Ng asked who he thought they would have to go through for this, to which Chua said, “You.” Ng then asked Chua if he agreed that he would have to go through Ng anyway, regardless of how many other co-owners were brought in on the decision.

Chua said yes, but was clear to make the point that he thought that in this scenario, Ng would be facilitating, not approving.

Profits, Losses and Co-Ownership

Ng continued on, establishing by questioning Chua that Chua had expected Ng to not only hand over profits to him (Chua) if any, but to shoulder the losses should there be any, as a Co-Owner of his.

Ng asked Chua, if he thought that this arrangement would definitely make profits, reminding him that in his (Chua’s) answer to a previous question he (Chua) said that potential losses were not mentioned in the Sales Presentation. Chua said yes. Ng laughed.

Ng then asked Chua, as a follow-up, if he signed up for this arrangement, solely for profits, to which Chua replied, “No.” Ng laughed again.

Ng proceeded to ask about Chua’s expectations about this agreement/arrangement. Chua’s testimony centered on 2 parts, one being profit and income and the other being “co-ownership”.

Later in the afternoon, Ng was asked Chua about whether certain clauses matched up to his expectations which he had established earlier in the afternoon. Chua said they didn’t entirely, because one of his expectations was profit, and the other was co-ownership and that if he was aware that not both were going to be met, he would not have signed up.

Emails, Testimonials and Feeling Cheated

Ng then referred to the emails produced earlier in the day in Court and showed that there was a positive and neutral email and an email also asking for profits. Ng brought his attention to the fact in the email, he was asking for payouts and not co-ownership.

Later on, Ng showed that the first email that was sent in July. The previous day, Tuesday, in his testimony, Chua had mentioned that it was a 2-month period after the 1^st transaction that he felt cheated. Ng then established that July would be after this two-month period.

Ng asked that if he felt cheated, why would he have sent such a positive email stating that the business was being conducted in an honest manner? Chua stated that he sent this email, because he had received a message from Ng, which had stated that it was compulsory to send such messages/emails/testimonials.

The Witness stated a document number and the Judge asked which document it was. It was a chat log, and just as the Court began to refer to it, Ng  asked for a comfort break at 1546 Hrs. The Judge granted it and asked us to be back at 1600 Hrs.

Court resumed at 1610 Hrs. The Judge asked the Witness where he was looking in document P7I. The Witness referred to two instances where Ng had stated that testimonials are compulsory.

The ‘Honest’ Testimonial Question

Ng asked, “While I did say in the messages that testimonials were compulsory”, did I give you the words for the testimonials?

Chua: “No.”
Ng: “So the words in your test, are your own?”
Chua: “Yes.”
Ng: “So I put it to you that in your state of mind, at that time, you did not feel that you were cheated.”
Chua: “No.”

Ng asked for clarification. Chua said he disagreed. There was some back and forth, and Ng clarified, “So, despite feeling cheated, you gave a testimonial to the VendShare team, which I assume includes me, that we conducted our business in an honest way.”

Chua: “There were parts of the business which were honest.”
Ng: “So which parts were honest and which parts were dishonest?”

Chua told the Court that pictures were provided of the parts of the machine which showed how many cups of coffee were sold.

After some back and forth between the Judge and the Witness, Ng later proceeded to quiz Chua on why someone who was potentially angry at receiving pictures of records of coffee cups being sold but not receiving a payout yet, would send a testimonial saying that the business was being conducted honestly.

Chua replied back saying that he had mentioned earlier in his testimony that parts of the business were being conducted honestly. He also said that he had the ability to compartmentalize and look at things separately. Ng and Chua went back and forth regarding the authenticity of the words that Chua used in the email, and whether the words were his own.

Later on, Ng went on to say, “I put it to you that the words in the email were your own.” Chua agreed. Ng asked Chua what he (Chua) thought of his honesty and brought his attention to the emails he had sent.

“My Team Was Honest But I Am a Crook?”

Ng later said, “Based on the evidence that you gave in Court the last two days, do you agree that I lead the VendShare team?” Chua asked Ng to clarify what he meant by “lead”. Ng said, “In layman(‘s) terms, I am their Boss.” Chua agreed. Ng asked, “So are you saying in your email, that my team was honest but I am a crook?”

Chua explained that as he had mentioned before that there were certain parts which he felt were honest and certain parts of the business which he felt weren’t. Ng proceeded down a line of questioning with examples about how a team would be run in Chua’s understanding but the Judge stopped him after a while, bringing all parties back to the main topic.

The Machine, Payments and the Timeline

Ng referred to email D4(c) next, and said, “While this email is talking about termination right, but the thing is that right, did you take the, okay, if the machine is so important to you right, did you reach out to me by any form like email or whatsapp or any electronic means to ask about the machine?”

Chua: “No.”

Chua then asked if he could elaborate. Ng said he could.

Chua: “In the first place, why would I contact you, because it’s my machine.”

Ng replied to him and started reminding him of his supposed expectations (of Ng taking care of the machine and the business), which he had explained in Court.

Later in the afternoon, Ng stated to Chua that the consequent payments after the first, had nothing to do with the first payment. Chua replied that he believed they were related, because it said clearly in the agreement that it was purchased in Lots of $3000, and so the payments were related in the sense that they were part of the $3000.

Further into the afternoon at 1703Hrs, the Judge stepped in and said to Ng that “we have to get the timeline right”, and that he needed to be “clear in his questions.” Ng explained that he was referring to the charge against him and that it referred to a payment in October and that this was the basis on which he was proceeding. The Judge clarified that while that may be true in the charge, it is the Court’s responsibility to listen to the evidence from the Witnesses on the stand, to find out what happened, and that as Mr. Ng had previously mentioned a few times to the Judge, the Court could amend the charges accordingly.

Arab Street, Joo Chiat and Form P6

Ng agreed, thanked the Judge and proceeded to ask, “How many lots are in one coffee vending machine?” Chua said 18 lots, and that this was based on Ng’s presentation. Ng had some replies to his reply, but the Judge asked him to hold on till Chua had completed his answer.

The Judge asked Chua to speak to him directly and confirmed that it was 18 lots for one coffee vending machine. Chua also went on to tell the Judge that as someone asking investors to invest, there was no co-ownership proof, no serial number, etc.

Ng went on to contest this, referring Chua to a sign-up form. To the best of my recollection, it was form P6. Chua later went on to correct himself and say that it wasn’t 18 lots, but 5 lots, since the total amount was $15000 and with a lot size of $3000, the division result is 5.

Ng later put it to Chua that he (Chua) knew that the form P6 was not a sign up form for Arab Street, as the form had no mention of the phrase “Arab Street”. Chua disagreed with him (that he knew that it wasn’t a sign up form for Arab Street).

At 1721 Hrs, the Judge asked Ng what his case was and that he was trying to understand it, in response to Ng putting statements to Chua versus asking him questions. After some discussion between the Judge and Ng, the Judge asked Ng what his case was; whether the 5 payments in P1 were for or were not for Arab Street and Joo Chiat. Ng agreed that the 5 payments in P1 were for Arab Street and Joo Chiat, but that P6 was not.

The Judge spoke to Mr Chua further, and then turned back to Ng and asked again, if Ng’s case was that the 5 payments in P1 were for Arab Street and Joo Chiat, but that P6 was not. Ng’s replied was, “At the point of payment your honour. When the payment for P6 was made, there was no mention of Arab Street.” The Judge said, “I don’t know what you mean by “at the point of payment”,” but told Ng that he could address that in his case.

Court Adjourns

Then Judge Lim turned the Courtroom’s attention to some housekeeping matters. Judge Lim mentioned that the start time for the next day was 945am.

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