Barang Barang Pte Ltd v Boey Ng San and Others

JurisdictionSingapore
CourtHigh Court (Singapore)
JudgeChoo Han Teck JC
Judgment Date06 May 2002
Neutral Citation[2002] SGHC 101
Citation[2002] SGHC 101
Docket NumberSuit No 161 of 2002 (Summons in
Plaintiff CounselDesmond Ong and Sean Say (J Koh & Co)
Subject MatterConstruction of clauses in sale and purchase agreement,Summary judgment,Suitability for determination under O 14 r 12 Rules of Court,Requirements for applicant to satisfy,Civil Procedure,Determination of question of law or construction of document,O 14 r 12 Rules of Court
Date06 May 2002
Defendant CounselRoslina Baba and Ng Li-Yen (Ramdas & Wong)
Published date19 September 2003

Judgment

GROUNDS OF DECISION

1. This is an application by the plaintiff under O 14 r 12 of the Rules of Court for the construction of a term in a sale and purchase agreement between the plaintiff and the first and second defendants. The plaintiff is a company carrying on the business of selling furniture. The first and second defendants were the founders of the plaintiff company in 1994. The third defendant is a company presently owned by the first and second defendants and which the plaintiff alleges is now carrying on the business of selling furniture. The plaintiff's claim in this action is based on a non-competition clause in a service agreement (the "Service Agreement") signed by the first and second defendants on 10 September 1999. That non-competition term is found in cl 4 of the schedule reads as follows:

"[The first and second defendants] will not within the South East Asia region and for the period of twelve (12) months after ceasing to be employed under [the Service Agreement] either alone or with (sic) or as manager, agent, consultant or employee of any person, firm or company, directly or indirectly carry on or be engaged in the business of (a) retailing home furnishing and lifestyle products and accessories and (b) engaging in any other retail business of a similar nature [as that of the plaintiff]."

The first and second defendants left the employment of the plaintiff on 19 July 2001. Thus the non-competition clause, if applicable, will be exhausted by effluxion of time by 19 July 2002.

2. The plaintiff, however, alleges in this action that in breach of the non-competition clause, the first and second defendants are carrying on the business of furniture retailing through the third defendant. It is therefore seeking damages for breach as well as an injunction to stop them from carrying on the third defendant's business until 19 July 2002. Miss Baba, counsel for all three defendants opposed this application on the basis that issue is not suitable for a determination under O 14 r 12. She submitted that there is too much intertwining of facts with law that prevents a straightforward disposition of the action.

3. Miss Baba's first objection is based on cll 11 and 12 of the Sale and Purchase Agreement dated 24 July 2001. This agreement was signed by KLW Ltd as purchaser and the first and second defendants as vendors of their shares in the plaintiff company. Counsel submitted that cll 11 and 12 "constitute mutual release releases granted...

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3 cases
  • Olivine Capital Pte Ltd v Chia Chin Yan
    • Singapore
    • Court of Three Judges (Singapore)
    • 9 April 2014
    ...1 (refd) Associated Japanese Bank (International) Ltd v Credit du Nord SA [1989] 1 WLR 255 (refd) Barang Barang Pte Ltd v Boey Ng San [2002] 1 SLR (R) 949; [2002] 3 SLR 158 (refd) CEP Instruments Pte Ltd, Re [2004] SGHC 206 (refd) Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR (R) ......
  • Hyflux Ltd v SM Investments Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 3 October 2019
    ...Case(s) referred to Atlantic Computer Systems Plc, Re [1992] Ch 505; [1992] 2 WLR 367 (folld) Barang Barang Pte Ltd v Boey Ng San [2002] 1 SLR(R) 949; [2002] 3 SLR 158 (folld) CGU Insurance Bhd v Asean Security Paper Mills Sdn Bhd [2002] 2 MLJ 1 (folld) David Lloyd & Co, Re (1877) 6 Ch D 33......
  • Olivine Capital Pte Ltd and another v Chia Chin Yan and another matter
    • Singapore
    • Court of Three Judges (Singapore)
    • 9 April 2014
    ...application. Choo Han Teck JC (as he then was), in the Singapore High Court decision of Barang Barang Pte Ltd v Boey Ng San and others [2002] 1 SLR(R) 949, observed (at [5]), as follows: … The construction of law or document must be such that it can be achieved without a full trial and such......

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