Exklusiv Auto Services Pte Ltd v Chan Yong Chua Eric

• Jurisdiction: Singapore
• Judgment Date: 03 November 1995
• Date: 03 November 1995
• Docket Number: District Court Appeal No 21 of
• Court: High Court (Singapore)

Exklusiv Auto Services Pte Ltd

Plaintiff

and

Chan Yong Chuan Eric

Defendant

[1995] SGHC 263

S Rajendran J

District Court Appeal No 21 of 1995

High Court

Contract–Contractual terms–Admissibility of evidence–Car dealer orally representing to car buyer that only deposit would be forfeited if car buyer cancelled purchase order–Car buyer relying on oral representation and entering into sale and purchase agreement–Agreement containing entire agreement clause–Whether oral representation admissible by way of exception to parol evidence rule under s 94 Evidence Act (Cap 97, 1990 Rev Ed)–Whether oral misrepresentation invalidates agreement notwithstanding entire agreement clause–Section 94 Evidence Act (Cap 97, 1990 Rev Ed)–Contract–Misrepresentation–Statements of opinion–Car dealer orally representing to car buyer that only deposit would be forfeited if car buyer cancelled purchase order–Whether oral representation statement of opinion or fact–Tort–Conversion–Car dealer applying for Certificate of Entitlement (“COE”) for car buyer–Car dealer determining bid price–Car dealer motivated by hope of securing purchase of car–Car buyer aborting purchase but holding on to COE–Whether car dealer acquired property rights to COE so as to be able to sue in conversion

The respondent car buyer wished to buy a new car from the appellant car dealer. The dealer's representative who handled the transaction orally assured the respondent that if he changed his mind about buying the car after paying a $2,000 deposit, only the deposit would be forfeited and the respondent would not incur any other liabilities. The respondent paid the deposit and signed a vehicle order form as well as a certificate of entitlement (“COE”) bid form. Condition 5 of the vehicle order form stated that the provisions therein superseded all terms and conditions previously agreed upon whether in writing or otherwise, and the terms of the agreement were not to be varied or changed except by agreement in writing. Condition 17 provided for the appellant to forfeit the deposit and claim damages should the buyer fail to pay for the vehicle ordered within seven days of being notified that the vehicle was ready for registration. The appellant then applied for a COE for the respondent in the customary way. The respondent subsequently changed his mind and informed the appellant that he wished to cancel his order, and was willing to treat the deposit as being forfeited, but held on to the COE. The appellant pursuant to condition 17 commenced an action against the respondent for loss of profits, and also for conversion of the COE. The district judge dismissed the action. The appellant appealed arguing that the district judge erred in admitting the representative's oral representations as such evidence ought to have been excluded by ss 93 and 94 of the Evidence Act (Cap 97, 1990 Rev Ed).

Held, dismissing the appeal:

(1) The district judge did not err in finding that the appellants had represented to the respondent that the only penalty for cancellation of the contract would be forfeiture of the deposit of $2,000 as there was ample evidence to justify such finding of fact: at [7] and [8].

(2) Where a document on its face contained terms agreed between the parties, oral evidence of alleged additional terms should not be allowed unless the alleged additional terms fall within any of the provisos to s 94 of the Evidence Act. To readily admit oral evidence of alleged additional terms when the parties had entered into a written agreement would not be commercially desirable. No agreement would then be safe from being rewritten by one party in a court of law. Although the order form did not contain every detail that had been agreed upon, the absence of these details did not detract from the fact that this was a case where the terms of the contract had been reduced to the form of a document intended to bind the parties. Thus s 93 was applicable and evidence could be led in respect of other terms agreed only if those terms fell within the exceptions to the rule against parol evidence enumerated in s 94: at [13], [14] and [15].

(3) As the oral representation that the respondent would forfeit only the deposit upon cancellation of the contract was inconsistent with condition 17 contained in the order form, the district judge erred in so far as she considered that the oral representation constituted a separate oral agreement between the parties that was admissible under s 94 (b): at [19].

(4) When a contracting party made representations recklessly without caring whether it was true or false, and the other party believed those representations and was induced to sign a contract on the basis of those representations, the representation could entitle the party misled to an order for rectification of the contract and to adduce oral evidence of those facts, pursuant to s 94 (a) which stated that any fact may be proved which would “invalidate any document or which would entitle any person to any decree or order relating thereto”. The presence of exemption, limitation of liability, or exclusion clauses did not have any special significance in considering the admissibility of oral evidence under the provisos to s 94. So long as the requirements of the provisos to s 94 were complied with, oral evidence would be admissible whatever the written contract might provide: at [20] and [21].

(5) When a car dealer was merely a car buyer's agent in the latter's bid for a COE, the fact that it was the car dealer who determined the bid amount and the fact that they were helping the buyer make the bid in the hope of selling one of their cars did not give the car dealer any property rights to the COE. There was therefore no merit in the appellant's claim in respect of the alleged conversion of the COE: at [28].

Damu Jadhao v Paras Nath Singh [1965] 2 MLJ 38 (refd)

J Evans & Son (Portsmouth) Ltd v Andrea Merzario Ltd [1976] 1 WLR 1078; [1976] 2 All ER 930 (refd)

Tan Chong & Sons Motor Co (Sdn) Bhd v Alan McKnight [1983] 1 MLJ 220 (folld)

Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] 2 MLJ 229 (folld)

Evidence Act (Cap 97, 1990 Rev Ed) s 94 (consd);s 93

Oon Thiam Seng (Ong Tan Nair & Kwek) for the appellant

Han Yiu-Tian (Han & Pnrs) for the respondent.

Judgment reserved.

S Rajendran J

1 This is an appeal by Exklusiv Auto Services Pte Ltd (“appellants”) against the decision of Mrs Emily Wilfred, a district judge...