RBC Properties Pte Ltd v Defu Furniture Pte Ltd
Jurisdiction | Singapore |
Judge | Sundaresh Menon CJ |
Judgment Date | 17 December 2014 |
Neutral Citation | [2014] SGCA 62 |
Year | 2014 |
Date | 17 December 2014 |
Published date | 14 January 2015 |
Hearing Date | 29 July 2014 |
Subject Matter | Breach,Rescission,Contract,Misrepresentation,Misrepresentation Act,Repudiatory Breach |
Plaintiff Counsel | Goh Yihan (instructed) and Nicholas Narayanan (Nicholas & Tan Partnership LLP) |
Citation | [2014] SGCA 62 |
Defendant Counsel | Kirindeep Singh, June Hong and Edwin Chua (Rodyk & Davidson LLP) |
Court | Court of Appeal (Singapore) |
Docket Number | Civil Appeal No 19 of 2014 |
In deciding any given case, it is axiomatic that the court concerned must apply the law to the relevant facts. Whilst the law to be applied is objective and universal, the facts that the law is applied to are varied and specific. Unsurprisingly, therefore, the decision or result of a case is heavily dependent (in the final analysis) on the specific facts concerned.
That this is so is demonstrated in no uncertain terms by the main issue that has to be decided in this appeal, which concerns the respondent lessee’s (Defu Furniture Pte Ltd, hereinafter known as “the Respondent”) claim to rescind a lease entered into with the appellant lessor (RBC Properties Pte Ltd, hereinafter known as “the Appellant”) on the grounds of misrepresentation. The lease was in respect of the first storey of an industrial building (“the Premises”) and its sole permitted use under the lease was as a furniture showroom. The misrepresentation complained of was the Appellant’s assurance that all necessary approvals had been obtained for the Premises to be used as a furniture showroom, which, it is argued, was never the case because the Singapore Land Authority (“the SLA”), acting on behalf of the State, had not in fact given its approval for the premises to be so used. Such a misrepresentation would, of itself, entitle the Respondent to rescind the lease. However, the Respondent claims that it is further entitled, under s 2(1) of the Misrepresentation Act (Cap 390, 1994 Rev Ed) (“the Misrepresentation Act”, the provision is hereinafter simply referred to as “s 2(1)”), to damages for losses suffered, because the Appellant did not have (within the meaning of s 2(1)) any reasonable ground to believe that all necessary approvals for the use of the premises as a furniture showroom had been obtained, and was therefore liable
In the court below, the High Court Judge (“the Judge”) held that the Appellant did in fact make a misrepresentation to the Respondent in the terms complained of, and (more importantly) that such a misrepresentation fell within the ambit of s 2(1) as the Appellant did not have any reasonable ground to believe that the facts it had represented to the Respondent were true (see
On the correct and holistic appreciation of all the facts that are before us, we do not entertain any serious doubt whatsoever that the Appellant did make a misrepresentation to the Respondent, who relied on that misrepresentation in entering into the lease and thereby suffered loss. Accordingly, we are of the view that the Respondent is entitled to rescind the lease, which is an equitable remedy that generally applies to all forms of misrepresentation, whether the claim is mounted under the Misrepresentation Act or at common law. The crux of the appeal before us (which formed the main thrust of the Appellant’s case) is the closely related (and indeed, crucial) issue: can the Appellant avail itself of the statutory defence in s 2(1),
Whilst this issue constitutes the crux of the present appeal, it is by no means the only issue before us. Indeed, it is important at this juncture to note that there is another – and no less important – issue which was also raised in the court below,
Nevertheless, given the focus by the parties on s 2(1), we will deal with their (rather comprehensive) arguments in this particular regard first before proceeding to consider the issue relating to breach of contract. Before we turn to a discussion of these various issues, it might be apposite first to set out briefly both the factual background as well as the decision of the trial court.
Background factsThe Appellant is the sub-lessee of a five-storey industrial building located at 11, Bedok North Avenue 4, known as the Richland Business Centre (“the Property”). The Property was originally developed in 2006 by a company known as RLG Development Pte Ltd (“RLG”), a sister company to the Appellant. Pursuant to a building agreement dated 16 August 2006 (“the Building Agreement”), RLG leased the plot of land at Bedok North Avenue 4 under a 30-year lease from the President of the Republic of Singapore (in effect, the State). RLG undertook to develop the land in accordance with the relevant conditions of tender and, in particular, to develop it in accordance with its zoning status.
At that time, the relevant zoning provisions were those expressed in the Urban Redevelopment Authority’s (“the URA”) Master Plan Written Statement 2003 (“the Master Plan 2003”). Under the Master Plan 2003, that plot of land was zoned for Business 2 use (“B2 use”), which meant that it could only be used for clean industry, light industry, general industry, warehouse, public utilities and telecommunication uses and other public installations. The Master Plan 2003 also permitted “ancillary uses”, but restricted such uses to “40% of the total floor area”, and further stipulated that “the types of B2 and ancillary uses that may be allowed are subject to the evaluation of the competent authority and other relevant authorities”.
It is not disputed that from the very beginning of the development process, RLG’s intention was to utilise the Premises as a showroom. It drafted plans to this effect and on 5 October 2006, obtained provisional permission from the URA for its development plans (“the Provisional Permission”). This was followed, on 24 April 2007, by written planning permission from the URA to erect a “5 storey single-user light industrial development comprising showroom at 1st storey and warehouse from 2nd to 4th storey and ancillary office at 5th storey” (“the Written Permission”). It is not disputed that the Written Permission amounted to the URA’s approval for the Premises to be used as an ancillary showroom. The URA’s prevailing guidelines also stipulated a minimum size for the showroom and that the showroom was not be used for retail sales such as cash and carry transactions, but only for the display of items (such as furniture) which could then be ordered and delivered separately. On this basis, RLG began construction of the Property, which was completed in 2008.
Following the completion of the Property, RLG entered into a lease numbered 26784 with the President of Singapore as lessor on 22 August 2008 (“the State Lease”). The essential terms were that, in consideration for the sum of $5.118 million paid by way of premium, the State leased to RLG the plot of land at Bedok North Avenue 4, with all buildings erected thereon for 30 years from 16 August 2006. Clause 1(i) of the State Lease provides that RLG was to develop the land at its cost and expense:
… in accordance with the Building Agreement dated the 16th day of August 2006 made between the Lessor and the Lessee and also in accordance with the plans approved or to be approved by the Competent Authority under the Planning Act (Cap 232) and all relevant Competent Authorities.
In so far as restrictions on use are concerned, the relevant clause is clause 2 of the State Lease which reads as follows:
2. And it is hereby agreed between the Lessor and the Lessee as follows: -
To continue reading
Request your trial-
SK Shipping Europe Plc v Capital VLCC 3 Corporation
... ... of some additional losses under s 2(2) (Evans LJ in William Sindall , 1044 and Cemp Properties (UK) v Dentsply Research & Development (No 2) [1991] 2 EGLR 197 ). In this case, the liability ... 111 (QB) , [196–207]) and disapproved, on an obiter basis in Singapore ( RBC Properties v Defu Furnitures [2014] SGCA 62 , [80–85]), although a respectable argument for the application of ... ...
-
Hai Jiao 1306 Ltd and others v Yaw Chee Siew
...common law, except that it is for the defendant to prove the absence of negligence (see RBC Properties Pte Ltd v Defu Furniture Pte Ltd [2015] 1 SLR 997 at [66]). Moreover, there is no need for the plaintiff to prove the existence of a duty of care owed by the defendant to the plaintiff (se......
-
Xia Zhengyan v Geng Changqing
...in Wishing Star Ltd v Jurong Town Corp [2008] 2 SLR(R) 909 at [21]–[26] as well as in RBC Properties Pte Ltd v Defu Furniture Pte Ltd [2014] SGCA 62 at [81]–[82]). But for the reasons set out above, despite some reservations with the Judge’s findings in relation to two of the statements, th......
-
Tiong Swee Eng v Yeo Khee Siang
...[2000] 4 SLR 508 (folld) Lim Koon Park v Yap Jin Meng Bryan [2013] 4 SLR 150 (folld) RBC Properties Pte Ltd v Defu Furniture Pte Ltd [2015] 1 SLR 997 (folld) Surindar Singh s/o Jaswant Singh v Sita Jaswant Kaur [2014] 3 SLR 1284 (refd) Teng Ah Kow v Ho Sek Chiu [1993] 3 SLR (R) 43; [1993] 3......
-
CONSUMER PROTECTION, STATUTE AND
...Custom Built Furniture Pty Ltd v Puxu(1982) 149 CLR 191 at 197–198, per Gibbs CJ. 52RBC Properties Pte Ltd v Defu Furniture Pte Ltd[2015] 1 SLR 997 at [77]. 53Freely Pte Ltd v Ong Kaili[2010] 2 SLR 1065 at [45]. 54Gould v Vaggelas(1985) 157 CLR 215 at 252, per Brennan J (deceit); Doyle v Ol......
-
THE LAW OF REMEDIES
...390, 1994 Rev Ed) (and see, in this regard, the Singapore Court of Appeal decision of RBC Properties Pte Ltd v Defu Furniture Pte Ltd[2015] 1 SLR 997, discussed at paras 17–18 below). 2 See not only the relevant chapters on remedies in various leading texts across the Commonwealth in specif......
-
Banking Law
...Bank [2020] 3 SLR 1 at [131]. 39 Sheila Kazzaz v Standard Chartered Bank [2020] 3 SLR 1 at [131]. 40 [1991] 2 QB 297 at 301. 41 [2015] 1 SLR 997 at [83]–[85]. 42 See para 5.8 above. 43 Koh Kim Teck v Credit Suisse AG, Singapore Branch [2019] SGHC 82 at [26]. 44 Koh Kim Teck v Credit Suisse ......
-
REMEDIES
...HCA 28. 2 Charles A Wright, “The Law of Remedies As a Social Institution”(1955) 18 U Det LJ 376. 3[2011] 1 SLR 150. 4[2013] 4 SLR 1317. 5[2015] 1 SLR 997. 6 Cap 390, 1994 Rev Ed. 7 Sir Henry Maine, Dissertations on Early Law and Custom (London: John Murray, 1891 Spottiswoode & Co) at p 389;......