Lim Chin Liang v Toh Han Yang

JudgeSeah Chi Ling
Judgment Date01 April 2015
Neutral Citation[2015] SGMC 6
CourtDistrict Court (Singapore)
Docket NumberMC 5736 OF 2014, HC/DCA 5 of 2015
Published date16 April 2015
Hearing Date24 October 2014,12 February 2015,26 September 2014
Plaintiff CounselMr Parwani [M/s Parwani & Co] - Plaintiff
Defendant CounselMr Edmond Pereira / Mr Daryl Cheong [M/s Edmond Pereira Law Corporation] - Defendant
Subject MatterContract −Formation,Contract −Misrepresentation −Statement of Intention −Facts −Inducement −Section 2(1) Misrepresentation Act (Cap 390, 1994 Rev Ed),Bills of Exchange and Other Negotiable Instruments,Cheques
Citation[2015] SGMC 6
District Judge Seah Chi Ling: Introduction

The present action arose from an aborted transaction for the sale and purchase of a second-hand Ferrari vehicle. The seller sued the buyer for loses suffered arising from the aborted sale. The buyer contended that there was never a concluded agreement for the purchase of the vehicle and, even if there were, he was entitled to rescind the agreement due to various misrepresentations made by the seller.

Background facts

The Plaintiff is a self-described vehicle dealer.

The Defendant is a property agent by profession, and a Senior Group Division Director at Vstar Real Estate Group Pte Ltd.

On 10 February 2014, the Plaintiff purchased a second-hand Ferrari 458 Italia (2010 model), bearing registration number SKM 2236A (the ‘Vehicle’) from Ital Auto Pte Ltd (“Ital”), the importer of Ferrari vehicles in Singapore. The purchase price was $675,000.

On the same day, the Plaintiff advertised the Vehicle for sale at a price of $768,000 on, a car classified ads website. The Defendant came across the Plaintiff’s advertisement, and made arrangements to view the Vehicle the next day, on 11 February 2014, at a place called The Pier at Robertson (hereinafter, “The Pier”).

The following facts were not disputed: The Plaintiff and Defendant met at Robertson Pier on 11 February 2014 at around 9.00 pm. The Plaintiff was accompanied by his girlfriend. The Defendant was with his wife, Ermenko Elena (“DW2”), and their seven year-old son. The parties thereafter adjourned to the Defendant’s residence at the Valley Park. By the end of the evening, the parties had signed a one-page document, bearing the heading “Sale and Purchase Agreement” (the “SPA”)i. The document stated that the Plaintiff agreed to sell, and the Defendant agreed to purchase, the Vehicle at a price of $750,000. On the back of the SPA, the Plaintiff wrote down the down payment amount, and the documents required to arrange the financing of the vehicle, among other thingsii. On the same night, the Defendant handed to the Plaintiff a cheque for the sum $10,000 drawn on the United Overseas Bank (“UOB”) (cheque no. UOB005803) (the “Cheque”). The Cheque was post-dated to 20 February 2014. It was common ground that other than the Defendant’s signature, all the other details in the SPA and the Cheque were filled in by the Plaintiff. The Defendant also pre-signed various documents at the Plaintiff’s request, including a Land Transport Authority (“LTA”) application form for the transfer of the Vehicle, and a number of car financing forms with various banks (collectively, the “Documents”). Each of the Documents was signed by the Defendant in blankiii. On 13 February 2014, the Plaintiff and Defendant met at the Marina Bay Sands Hotel (“MBS”) at 8.45pm. On that occasion, the Defendant made two counteroffers for the car at $650,000 and $730,000 respectively, which were not accepted by the Plaintiff. Between 15 February and 17 February 2014, the Defendant reiterated his offer of $730,000 at least 3 times via SMS, and enquired if the Plaintiff was willing to sell at that price. The Plaintiff did not reply to the Defendant’s SMSsiv. On 17 February 2014, at around 6 pm, the Plaintiff requested a meeting with the Defendant at the Great World City Shopping Mall (“GWC”) to “discuss” the matter. The Defendant eventually responded to the Plaintiff that he could not meet the Plaintiff. On 20 February 2014, the Plaintiff presented the Cheque for payment. The cheque was returned by the bank with the message “Signature Irregular”v. On 21 February 2014, the Plaintiff contacted the Defendant via SMS informing him that the cheque had been dishonoured and requested the reimbursement of the $10,000. The Defendant in turn replied that he had already informed the Plaintiff he was not proceeding with the purchase of the Vehiclevi. On 24 April 2014, the Defendant sold the car to another buyer, one Kelvin Chng Boon Kian (“Kelvin Chng” or “PW2”), at a price of $690,000. The Plaintiff then commenced the present action against the Defendant to recover losses in the amount of $60,000, being the difference of the price specified in the SPA and the price at which the Vehicle was sold to Kelvin Chng.

Apart from the above, all other circumstances leading up to the execution of the SPA by the parties, and the dealings between the parties thereafter, were severely disputed. The Plaintiff’s case, in essence, was that the SPA represented a concluded agreement between the Plaintiff and Defendant for the purchase of the Vehicle. The Defendant, on the other hand, contended that the SPA was merely a non-binding expression of interest.

Plaintiff’s version

The Plaintiff claimed that a concluded deal had been reached on the night of 11 February 2014 when the Defendant viewed the Vehicle at The Pier. The Defendant had negotiated the purchase price down from the Plaintiff’s asking price of $768,000. The Defendant was eager to complete the purchase as he wanted to take delivery of the Vehicle before Valentine’s Day to please his wife. The Defendant eventually offered $750,000 for the Vehicle, which the Plaintiff accepted. In light of the verbal agreement reached, the Plaintiff proceeded to ask for a deposit. As the Defendant did not have his cheque book with him, the parties adjourned to the Defendant’s residence at Valley Park to procure the cheque and to handle all other paper work. At Valley Park, the parties executed the SPA.

As the Defendant would be taking a loan, the Plaintiff asked for the Defendant’s Notice of Assessment for 2012 and 2013 (“NOA”) to assist in obtaining a quote from the finance companies. The Plaintiff asserted that his claim that a deal had been reached was corroborated by the fact that sometime between 3 am and 6 am the next morning (i.e. on 12 February 2014), the Defendant had driven to a shop in Serangoon Road to try to download his NOA (this was not disputed by the Defendant). The Defendant was however unable to download his NOA as the IRAS website was down. In the following days, the Plaintiff chased the Defendant for his NOA, but they were never provided.

The Plaintiff claimed that a few days later, the Defendant met the Plaintiff at MBS as the Defendant wanted to further discuss the price of the Vehicle. At the MBS meeting, the Defendant offered to purchase the Vehicle at $650,000 and then at $730,000. The Plaintiff turned down the Defendant’s offer verbally, as he took the view that the deal had already been done on 11 February 2014 at $750,000.

On 17 February 2014, the Plaintiff requested a meeting with the Defendant at GWC. The Defendant however did not agree to meet. On 20th February 2014, the Plaintiff proceeded to bank in the Defendant’s cheque, but found it to be dishonoured upon presentation. When the Plaintiff asked the Defendant to regularise the payment, the Defendant replied that he had already informed the Plaintiff previously that he did not wish to proceed with the purchase.

To mitigate his losses, the Plaintiff thereafter sold his car to Kelvin Chng at a much lower price, and brought the present action against the Defendant for the losses suffered.

Defendant’s version

The Defendant gave a significantly different account of the circumstances leading up to the execution of the SPA, and the parties’ discussions thereafter.

The Defendant did not deny meeting the Plaintiff at the Pier on 11 February 2014. The Defendant claimed that he could not properly view the Vehicle at The Pier as the Vehicle was parked in between 2 other vehiclesvii. The Pier was apparently a “public area …. [with] drink joints downstairs, … a public carpark and condominium [upstairs]”, as confirmed by the Plaintiff during cross examinationviii. The Plaintiff then suggested that they drive to the Defendant’s residence at the Valley Park condominium along River Valley Road, which was nearby, so that the Defendant could have a better view of the car. The Defendant agreed.

The Defendant stated that after viewing the Vehicle at his residence at Valley Park, he informed the Plaintiff that he was interested in the Vehicle. He was, however, unable to commit “straightaway on the spot” as it was a “huge purchase”, like “buying an apartment”. He also expressed his concerns that the Plaintiff’s price might not be reflective of market price, and he needed to make further inquiriesix. In response, the Plaintiff told him that he had several prospective buyers wishing to view the Vehicle, and required the Defendant to confirm his interest in the Vehicle by executing the SPA, and issuing a $10,000 cheque (post-dated to 20 February 2014). The Plaintiff represented that until the Defendant confirmed that he wished to proceed with the purchase, the SPA would not be binding, and the cheque would not be banked in. The nine day period between the issuance of the cheque (i.e. 11 February 2014) and the date of the cheque (i.e. 20 February 2014) was to allow the Defendant time to undertake further research and to decide if he wanted to purchase the Vehicle. According to the Defendant, the Plaintiff was very “pushy”, and “pressured” him into executing the SPA and issuing the Chequex. Even though the Defendant was not comfortable with the request, he acceded to it as he was genuinely interested in the Vehicle, and did not want to lose the chance to consider purchasing the Vehiclexi. The Defendant signed the SPA and the Documents in full reliance of these representations.

The Plaintiff and the Defendant also discussed the potential financing options should the Defendant decide to proceed with the purchase. Pursuant thereto, the Plaintiff produced the Documents for the Defendant’s execution, so as to expedite the approval process in the event the Defendant decided to go ahead with the purchase. The Defendant signed the Documents, as he understood them to be applications to the banks to obtain...

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