Lujean A B trading as De'Vogue v Creative Wedding Studio & Beauty Pte Ltd and Another
| Judge | Tan May Tee |
| Judgment Date | 30 March 2009 |
| Neutral Citation | [2009] SGDC 108 |
| Citation | [2009] SGDC 108 |
| Published date | 01 June 2009 |
| Court | District Court (Singapore) |
| Plaintiff Counsel | Manicka (Manicka & Co) |
| Defendant Counsel | Ranjit Singh (Francis Khoo & Lim) |
| 30 March 2009 |
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District Judge Tan May Tee:
The Claim
1 The Plaintiff’s claim in this suit is based on 2 causes of action. The first, which is the more substantive claim, is founded on the breach of an oral agreement whilst the second is for trespass committed to the Plaintiff’s property causing damage. The Plaintiff quantified her total claim in the sum of $153,032.36[note: 1] in respect of the first cause of action and $3,020 for her second cause of action.
2 In her Amended Statement of Claim, the Plaintiff pleaded that on or about August 2006, the 2nd Defendant, for and on behalf of the 1st Defendants, had agreed to transfer to her the remainder of the lease of the premises at 159 Selegie Road Singapore 188317 (‘the Premises’) upon her making 4 payments totalling $19,200. In performance of the agreement, on 15 August 2006 the Plaintiff and the 2nd Defendant attended at the Registry of Companies in an attempt to change the operation of the business at the Premises from the name of the 1st Defendants to that of De’ Vogue being the name under which the Plaintiff conducts her business. Further, on or about September 2006, the 2nd Defendant informed a Mr Danny Leow, the representative of the owner of the Premises that all monthly rentals would be paid by the Plaintiff who was then running the business at the Premises. The Plaintiff subsequently took possession of the Premises and paid the monthly rentals to the landlord from September 2006 to June 2007.
3 In breach of the oral agreement, the 2nd Defendant did not transfer the remainder of the lease of the Premises to the Plaintiff. The Plaintiff nevertheless continued paying rental directly to the landlord. The Plaintiff also undertook renovations at the Premises which cost her $45,400. On or about 18 July 2007, the Premises were sold to a company called Brightlink Development Pte Ltd. The Plaintiff was served a notice to vacate the Premises and she did vacate the Premises on 28 August 2007.
4 The Plaintiff alleges that she has suffered loss and damage arising from the breach comprising the takeover fees paid to the Defendants, the cost of her renovations and fittings at the Premises and loss of profits. She further claimed that ‘as a result of early termination, the Plaintiff has lost the usage of the premises up to and including the month of April 2008 and incurred loss of income and profits’.
5 The Plaintiff pleaded further that on 16 July 2007, the Defendants’ servants and/or agents came to the Premises and caused damage to 2 CCTVs installed outside the Premises and the wirings and locks. The particulars of damage set out the cost of the CCTVs, the cost of changing the locks, rewiring as well as loss of business.
The Defence
6 The Defendants denied the terms of the oral agreement as pleaded by the Plaintiff. They averred that the oral agreement made on or about August 2006 was that the Plaintiff would run her business at the Premises while the 2nd Defendant would run her business from the Plaintiff’s premises at 183 Selegie Road. It was also stated that at all times the 2nd Defendant was acting as director of the 1st Defendants. The 1st Defendants had a tenancy of the Premises pursuant to a Tenancy Agreement dated 18 March 2006. The agreement made between the Plaintiff and the 2nd Defendant was for the Plaintiff to have a monthly licence at the Premises and there was no intention for the Plaintiff to obtain any kind of lease.
7 The terms of the oral agreement as pleaded in the Defence were that the Plaintiff was to pay $4,200 to the 2nd Defendant while the 2nd Defendant would pay $2,750 as monthly rent for use of each other’s premises, the agreement being on a monthly basis and each party could give the other 1 month’s notice to quit their respective premises.
8 In May 2007, the Premises were sold by the 1st Defendants’ landlord to Brightlink Development Pte Ltd. The 1st Defendants were given a notice to terminate the Tenancy Agreement and the Defendants accordingly gave the Plaintiff notice to quit the Premises.
9 The Defendants denied that the Plaintiff had done any renovation works at the Premises and alleged that the works were carried out only after they had served her the notice to quit. They put her to strict proof as to her alleged losses. They also denied her claim for damage to her property by their servants/agents.
The Plaintiff’s evidence
10 In addition to her own testimony, the Court heard 4 other witnesses testify in support of the Plaintiff’s case. However, only 2 of these witnesses were present during the Plaintiff’s discussions with the 2nd Defendant, namely Stephanie Kogilavani d/o Letchmanan Kumaran (PW-2,) and Kumaraswamy Shanmuganathan (PW-5). The other 2 witnesses had no personal knowledge of the matters agreed between the parties and their evidence was of little use.
PW-1
11 In her affidavit of evidence-in-chief, the Plaintiff deposed that it was in July 2006 that PW-2 had approached her to ask her if she was interested in taking over the Premises which were being offered by the 2nd Defendant at $25,000. After being acquainted with the 2nd Defendant, they finally agreed on the sum of $19,200 as the takeover fee and the Plaintiff issued a cheque for $2,000 as a deposit. On 15 August 2006, she came to the Premises to take the 2nd Defendant with her to the Registry of Companies to change the company name. This was however unsuccessful.
12 The Plaintiff then issued a further cheque for $8,000 on 18 August 2006 in the 2nd Defendant’s favour. In October 2006, she paid a further sum of $4,200 into the 2nd Defendant’s account. She undertook substantial renovation works at the Premises which cost her $45,400 and after the works were completed she commenced doing business at the Premises under the name of De’ Vogue specialising in fashion jewelleries. She claimed that the 2nd Defendant had informed the landlord’s representative, one Danny Leow, that the monthly rentals for the Premises would be paid by her and she then paid the rentals from September 2006 to June 2007.
13 Subsequently, the Premises together with the adjoining properties were bought by Brightlink Development Pte Ltd (‘Brightlink’) and in January 2007, she was informed by Danny Leow that the new owners wanted to terminate the tenancy of the Premises by payment of $15,000. She was not prepared to accept this figure due to the monies that she had spent on the renovations.
14 On 10 May 2007, Brightlink wrote to the Defendants requesting early termination of the tenancy and for the Premises to be vacated by 1 September 2007. On various dates in May, there were email exchanges between the Plaintiff and the 2nd Defendant and one from PW-5 sent on the Plaintiff’s instructions concerning the tenancy agreement for the Premises. The Defendants locked up the Premises preventing the Plaintiff from entry on 16 August 2007.
15 PW-2 who was then working for the Plaintiff attempted to enter the Premises on 16 August 2007 but was prevented from doing so by the 2nd Defendant’s employee, one Monica. The Plaintiff alleged that the CCTV had captured Monica damaging it. The Plaintiff vacated the Premises on 28 August 2007 after employing a contractor to restore the Premises to its original condition.
16 During cross-examination the Plaintiff contradicted herself in several material aspects of her case. Substantial doubt was raised as to the following:
(a) subject matter of the takeover agreement, i.e. what was to be taken over by the Plaintiff, was it the Premises or the business of the Defendants?
(b) consideration for the agreement - what was the price agreed for the takeover?
(c) date the agreement was made
(d) performance of the agreement by the Plaintiff.
which I will elaborate below. Besides these, a significant point which adversely affected the Plaintiff’s case was that she was fully aware that the landlord’s consent was needed to effect any transfer of the tenancy.
17 On the subject matter of the agreement, in her affidavit of evidence-in-chief, the Plaintiff recounted that PW-2 had asked her whether she was interested in taking over the Premises. However, in cross-examination she stated that the offer was for her to take over the premises with the business. See the excerpt[note: 2] below:
Q: When did you first go to 159 Selegie Road?
A: Don’t know exact date, somewhere in June 2006.
Q: Why did you go there?
A: Because Stephanie told that Daisy is looking for someone to take over the premises, in fact the whole business, the whole bridal boutique.
Q: So take over the business or take the premises?
A: She first came out to me to take over the premises with the business.
Q: I don’t understand?
A: She tell me to take over the place with the business.
Q: You said first, then what happened later?
A: She offered $25,000 to take over the whole business and the premises.
18 When it was put to her by counsel for the Defendants that the 2nd Defendant’s offer was to sell her business and not the Premises, the Plaintiff agreed. The relevant extract is reproduced below[note: 3].
Q: Your Affidavit of Evidence-in-chief paragraph 4 at page 2, 1st sentence at the top “She asked me whether I was interested in taking over the premises at 159 Selegie Road which belongs to the 2nd Defendant”.
Put: That line what 2nd Defendant told was – she was willing to sell you her business and not the premises.
A: Agree, she wanted to sell me her business but I told her that I can only take the premises without the bridal boutique because my business totally different from hers.
Although she did qualify her answer to state that her response was that she only wanted the Premises, her evidence on the subject matter of the takeover agreement was no longer unequivocal. By her answers the Plaintiff had corroborated the Defendants’ case, viz. that what was initially intended by the 2nd Defendant was to transfer her business at the Premises to an interested party. Her clarification had in fact unwittingly...
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