Koh Chong Chiah and others v Treasure Resort Pte Ltd and another

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 20 March 2014
• Neutral Citation: [2014] SGHC 51
• Court: High Court (Singapore)
• Docket Number: Suit No 849 of 2009 (Registrar’s Appeal No 399 of 2013)
• Year: 2014
• Published date: 27 March 2014
• Hearing Date: 24 February 2014,17 March 2014,27 January 2014
• Plaintiff Counsel: Paul Loy, Monica Chong and Benjamin Fong (WongPartnership LLP)
• Defendant Counsel: Jackson Eng Boon How and Angela Cheng Xingyang (Drew & Napier LLC),Jonathan Toh (Rajah & Tann LLP)
• Subject Matter: Civil procedure,Discovery of documents,Application
• Citation: [2014] SGHC 51

Choo Han Teck J:

The plaintiffs are all members of the Sijori Resort Club Sentosa (“Sijori Club”) that operated from the premises of a hotel on Sentosa Island. Sijori Club was a club set up by Sijori Resort (Sentosa) Pte Ltd (“SRS”), which owned the hotel and the lease of the land upon which the hotel stood. SRS obtained the lease, which ran from 1994 and would expire in 2075, from Sentosa Development Corporation (“SDC”).

Treasure Resort Pte Ltd (“the first defendant”) was incorporated on 28 June 2005, and on 26 January 2006, it contracted with SRS to take over the lease and hotel. In that contract, the first defendant agreed to:

offer to members of [Sijori Club] who have contracted with [SRS] a new contract of membership on substantially the same terms and conditions which they (the members) have entered into with [SRS].

The plaintiffs claimed that on 14 November 2006, SRS’s lease and contract with SDC was novated to the first defendant. The first defendant had a separate agreement with SDC to redevelop the land on that lease together with an adjacent plot of land separately leased to it. The first defendant denied that it had a novation agreement with SRS.

On 16 November 2006, SRS signed the Membership Transfer Agreement with the first defendant. This agreement was intended to supplement the terms of the 26 January 2006 contract. A month later, on 16 December 2006, the first defendant informed the members of the Sijori Club that it was the new operator of the club. The precise status of the first defendant may be a disputed issue at trial, but for present purposes, “operator” may be used to describe the position of the first defendant so far as the Sijori Club was concerned.

In its letter to the members, the first defendant stated that the members of the Sijori Club would continue to “enjoy [their] existing privileges as long as [they] continue to make payment of [their] membership fees”. On 27 December 2007 the first defendant notified the club members to pay their monthly dues to it (the first defendant) from January 2007. On 4 February 2008, almost a year later, the first defendant notified the members that a new club membership contract will be offered to the members through the first defendant’s associate company, “Colony Members Service Club Pte Ltd” (“the second defendant”).

The plaintiffs claimed that the terms offered by the second defendant were different and in breach of their agreement with SRS, and the novated agreement. The plaintiffs thus treated the breach as a repudiation which they accepted and thus freed themselves from their obligations to pay their club dues. They subsequently sued the first defendant for breach of contract.

There was no pleaded contract between the plaintiffs and the second defendant, and the plaintiffs’ case against the second defendant appears to be founded on a tort of conspiracy between the first defendant as the sister company of the second defendant. The plaintiffs alleged that the first defendant had made fraudulent representations, and alternatively, negligent misrepresentations to the plaintiffs.

The plaintiffs made an application for discovery of:

[all] correspondence and minutes of discussions between the [first] defendant and Maxz Universal Group Pte Ltd (or their respective officers) from January 2007 to February 2008...