Foo Song Mee v Ho Kiau Seng

• Jurisdiction: Singapore
• Judge: Lee Seiu Kin J
• Judgment Date: 11 January 2011
• Neutral Citation: [2011] SGHC 4
• Court: High Court (Singapore)
• Docket Number: Suit No 597 of 2009
• Published date: 19 October 2011
• Year: 2011
• Hearing Date: 14 May 2010,24 March 2010,23 March 2010,22 March 2010
• Plaintiff Counsel: Tan Thong Young John (Pereira & Tan LLC)
• Defendant Counsel: Hee Theng Fong and Sim Mei Ling (Khattarwong)
• Subject Matter: Contract
• Citation: [2011] SGHC 4

Lee Seiu Kin J: Introduction

The plaintiff’s claim against the defendant is for the balance two-thirds of the sum of $437,870.10 that plaintiff alleges the defendant had agreed to pay in consideration of the plaintiff procuring “a good price” in relation to the defendant’s en bloc purchase of 11 units of apartments at 3 Buckley Road (“the Development”). The defendant denies that he had entered into any such agreement with the plaintiff. The background to the dispute is as follows.

The plaintiff was a real estate agent for REA Realty Network. The defendant gave his occupation as “merchant”. It is common ground that the relevant transactions were entered into by the defendant in his personal capacity. The matter came about in the following manner. Sometime in May 2007, the plaintiff was informed by one Ray Lau (“Lau”), then an assistant vice president of United Overseas Bank Limited (“UOB”), of the Development being developed by Gazelle Land Pte Ltd (“Gazelle”). UOB had provided the project financing to Gazelle and Lau was the officer handling the account. He told the plaintiff that Gazelle would soon be appointing Knight Frank Estate Management Pte Ltd as its exclusive agent and that if the plaintiff wanted an opportunity to market the Development she would have to act quickly. The plaintiff’s father was an acquaintance of the defendant’s brother, Hoo Long Sin (“Hoo”) and the former arranged a meeting between the plaintiff and Hoo. At that meeting, Hoo agreed, for a fee, to approach the defendant to purchase units in the Development. Hoo brought the plaintiff to meet the defendant at the latter’s office at Jurong sometime in July 2007. In the event, on 24 October 2007, the defendant entered into sale and purchase agreements for the 11 units in the Development and the total sum amounted to $37,763,000. The defendant made two payments to the plaintiff subsequent to this transaction: $145,956.70 on 3 December 2007 and $20,000 on 3 September 2008. The purposes of these payments are disputed by the parties.

Plaintiff’s version

According to the plaintiff, in her first meeting with the defendant, he had expressed interest in purchasing a few units in the Development and told her to negotiate with Gazelle for a better price. The plaintiff went and asked Lau to negotiate with Gazelle on this, and Lau reverted with an offer to reduce the price from the original $1,650 per square foot (psf) to between $1,601 to $1,636 psf. When the plaintiff informed the defendant of this, he told her to ask for a further reduction as he wanted to purchase all 11 units. Lau was eventually able to procure a price of $1,550 psf from Gazelle and when the plaintiff informed the defendant of this, the latter agreed to the purchase. The plaintiff told the defendant that he had to pay her a commission for the work she had done and he agreed. The plaintiff gave the defendant a letter on 29 July 2007 which stated as follows:

Thank you for giving me an opportunity[.]

I, Agnes Foo, am proposing to you to be your direct agent for the purchase and sale of this promising development on No. 3 Buckley Road.

As your agent, I would help you negotiate a better purchasing price for the whole 11 units of the development, which in the last proposal I showed you was going for $1601 p.s.f. Upon purchase of this development, I would be your exclusive marketing agent for this project, selling off the units individually at your desired market price.

Fact; the Singapore Properties’ prices rising across the board in property market. In addition, given the extremely good locality of this development and the burgeoning property market in Singapore, I foresee no problems in generating a tidy profit for your investment in this development. I will work strongly for this development towards our Goal.

[emphasis in original]

There was further negotiation with Gazelle after the defendant realised he had to pay over a million dollars in stamp duty for the transfer. Lau managed to squeeze out a reduction of $70,000 per unit, amounting to a total of $770,000 and the defendant finally paid for the options to purchase (“the Options”) for the 11 units on 25 September 2007.

The plaintiff said that at an early stage of their dealings, the defendant had orally agreed to pay her a commission although the amount was not discussed until after the Options were procured. At a meeting shortly after 25 September 2007 (the day the Options were procured), the plaintiff and defendant computed the amount of...