Lucky Realty Co Pte Ltd v HSBC Trustee (Singapore) Ltd
Jurisdiction | Singapore |
Court | Court of Three Judges (Singapore) |
Judge | Sundaresh Menon CJ |
Judgment Date | 04 December 2015 |
Neutral Citation | [2015] SGCA 68 |
Citation | [2015] SGCA 68 |
Hearing Date | 19 October 2015 |
Date | 04 December 2015 |
Plaintiff Counsel | Julian Tay Wei Loong, April Cheah Wenyi and Kee Shu'en Theodora (Lee & Lee) |
Published date | 19 January 2017 |
Defendant Counsel | Edwin Tong SC, Lee Bik Wei, Lee May Ling and Ang Ann Liang (Allen & Gledhill LLP) |
Docket Number | Civil Appeal No 135 of 2014 |
Subject Matter | Contract,Contractual terms,Express terms,Interpretation |
The present appeal (against the decision of the High Court judge (“the Judge”) in
As this court has already observed in
We should also note that, in
What we mean by this, essentially, is that if the objective evidence demonstrates that the parties had contemplated the absurd result or consequence, the court is not free to disregard this to reach what may seem to it to be a more commercially sensible interpretation of the contract. Avoiding an absurd result is thus
one factor (albeit a not unimportant one) which is considered in the entire process of interpretation by the court. Put simply, the courtmust ascertain, based onall the relevant objective evidence ,the intention of the parties at the time they entered into the contract . In this regard, the court shouldordinarily start from the working position that the parties did not intend that the term(s) concerned were to produce an absurd result.However , this isonly astarting point –and no more . It might, for example, well be the case that theobjective evidence demonstrates that the parties wereaware of the absurd result that might ensue from the said term(s), butnevertheless proceeded to enter into the contract in question (this was indeed what was, in effect, the finding of the majority of the court in the recent UK Supreme Court decision ofArnold v Britton [2015] 2 WLR 1593 (“Arnold ”), which we will consider in a little more detail below). In this last-mentioned situation, the fact that an absurd result might ensue isirrelevant inasmuch as thecausative connection referred to above ispresent . It bears reiterating that what the courtcannot do is toignore and disregard theintention of the parties (based on the objective evidence), thusrewriting the term(s) of the contract for them based onthe court’s (subjective ) view of what is just and fair by way of looking at an absurd result through the lenses ofex post facto rationalisation when,instead , the parties were, on the objective evidence, perfectly cognisant of the possibility of an absurd result ensuingat the time they entered into the contract (but nevertheless chose to proceed with entry into the said contract) . Admittedly, the line between interpreting the terms of a contract and rewriting it is a very fine one, and much will, in the final analysis, depend uponthe precise facts and context before the court (asmanifested in the objective evidence itself). Finally, it should also never be forgotten that, although the relevant context is also important, thetext ought always to bethe first port of call for the court (see also the Singapore High Court decision ofHSBC Trustee (Singapore) Ltd v Lucky Realty Co Pte Ltd [2015] 3 SLR 885 (“HSBC Trustee ”) at [59] (citing the decision of this court inZurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 (“Zurich Insurance ”) at [57]) as well asper Lord Hope DP in the UK Supreme Court decision inMulti-Link Leisure Developments Ltd v North Lanarkshire Council [2011] 1 All ER 175 (“Multi-Link Leisure Developments ”) at [11]). [emphasis in original]
Whilst the fact situation in the present appeal does
Finally, we would observe – particularly in relation to the present appeal – that, wherever possible, the court should have regard to all the objective evidence that is relevant to the case. In particular, there should, as far as is possible, be recourse to relevant
Much emphasis was placed (especially by the Respondent) on the
oral testimony given by various witnesses in the court below. Unfortunately, very little of the testimony relied upon by the Respondent was in fact helpful, being neutral at best and either irrelevant or ambiguous at worst. It bears mention that the first port of call for any court in determining the existence of an alleged contract and/or its terms would be the relevantdocumentary evidence. Where (as in the present case) the issue is whether or not a binding contractexists between the parties, a contemporaneous written record of the evidence is obviously more reliable than a witness’s oral testimony given well after the fact, recollecting what has transpired. Such evidence may be coloured by the onset of subsequent events and the very factual dispute between the parties. In this regard,subjective statements of witnessesalone are, in the nature of things, often unhelpful. Further, where the witnesses themselves are not legally trained, counsel ought not – as the Respondent’s counsel sought to do in oral submissions before this court – to forensically parse the words they use as if they were words in a statute. This is not to state that oral testimony should,ipso facto , be discounted. On the contrary,credible oral testimony can be helpful to the court, especially where (as we shall see below in relation to supporting the Appellant’s case) such testimony is given for the purpose ofclarifying the existing documentary evidence . There is, however, no magic formula in determining the appropriate weight that...
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