Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd

JurisdictionSingapore
CourtHigh Court (Singapore)
Judgment Date07 April 2014
Docket NumberSuit No 493 of 2013 (Summons No 4457 of 2013)
Date07 April 2014

High Court

Vinodh Coomaraswamy J

Suit No 493 of 2013 (Summons No 4457 of 2013)

Ritzland Investment Pte Ltd
Plaintiff
and
Grace Management & Consultancy Services Pte Ltd
Defendant

Ng Hui Min and Sim Junhui (Rodyk & Davidson LLP) for the plaintiff

Andrew Wu (Allister Lim & Thrumurgan) for the defendant

Asburn Anstalt v Arnold [1989] Ch 1 (refd)

Asirham Investment Pte Ltd v JSI Shipping (S) Pte Ltd [2008] 1 SLR (R) 117; [2008] 1 SLR 117 (folld)

Associated Development Pte Ltd v Loong Sie Kiong Gerald [2009] 4 SLR (R) 389; [2009] 4 SLR 389 (folld)

Batshita International (Pte) Ltd v Lim Eng Hock Peter [1996] 3 SLR (R) 563; [1997] 1 SLR 241 (folld)

Bruton v London & Quadrant Housing Trust [2000] 1 AC 406 (refd)

Cuthbertson v Irving (1859) 28 LJEx 306 (refd)

Goh Chok Tong v Chee Soon Juan [2003] 3 SLR (R) 32; [2003] 3 SLR 32 (folld)

Government of State of Penang v BH Onn [1971] 2 MLJ 235 (refd)

Hammersmith and Fulham London Borough Council v Monk [1992] 1 AC 478 (folld)

Harrison v Wells [1967] 1 QB 263 (refd)

Harvey v Pratt [1965] 1 WLR 1025 (folld)

Hussein v Mehlman [1992] 2 EGLR 87 (folld)

Industrial Properties (Barton Hill) Ltd v Associated Electrical Industries Ltd [1977] QB 580 (refd)

Klerk-Elias Liza v KTChan Clinic Pte Ltd [1993] 1 SLR (R) 609; [1993] 2 SLR 417 (folld)

Lim Kim Som v Sheriffa Taibah bte Abdul Rahman [1994] 1 SLR (R) 233; [1994] 1 SLR 393 (folld)

Malayan Banking Bhd v Agencies Service Bureau Sdn Bhd [1982] 1 MLJ 198 (folld)

Maresse Collections Inc v Trademart Singapore Pte Ltd [1999] SGHC 123 (folld)

Methani v Perianayagam [1961] 1 MLJ 5 (refd)

National Carriers Ltd v Panalpina (Northern) Ltd [1981] AC 675 (folld)

Protax Co-operative Society Ltd v Toh Teng Seng [2001] SGHC 84 (folld)

Rankine Bernadette Adeline v Chenet Finance Ltd [2011] 3 SLR 756 (folld)

Reichman v Beveridge [2006] EWCA Civ 1659 (refd)

Rosman bin Haji Abdul Rashid v Rosmah Begum bte Bahadur Beg [1993] 2 MLJ 196 (refd)

Singapore Woodcraft Manufacturing Co (Pte) Ltd v Mok Ah Sai [1979-1980] SLR (R) 159; [1978-1979] SLR 516 (folld)

Singma Sawmill Co Sdn Bhd v Asian Holdings (Industrialised Buildings) Sdn Bhd [1980] 1 MLJ 21 (refd)

Song Brothers Marketing v Kalpanath Singh s/o Ramraj Singh [2010] SGDC 280 (refd)

Street v Mountford [1985] AC 809 (folld)

Tan Chee Lan v Dr Tan Yee Beng [1997] 4 MLJ 170 (refd)

Tan Kim Kuan v Liew Yew Sang [1973] 1 MLJ 213 (refd)

Tan Soo Leng David v Lim Thian Chai Charles [1998] 1 SLR (R) 880; [1998] 2 SLR 923 (folld)

Thode Gerd Walter v Mintwell Industry Pte Ltd [2009] SGHC 44 (refd)

Thomson Rubbers (India) Pte Ltd v Tan Ai Hock [2012] 1 SLR 772 (folld)

Civil Law Act (Cap 43, 1999 Rev Ed) s 6 (d)

Evidence Act (Cap 97, 1997 Rev Ed) s 118 (1) (consd)

Rules of Court (Cap 322, R 5, 2006 Rev Ed) O 14 (consd) ;O 56 r 2

Stamp Duties Act (Cap 312, 1997 Rev Ed) s 52

Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) ss 28 B, 34 (1) (a)

Evidence Act 1950 (Act 56) (M'sia) s 116

Civil Procedure—Summary judgment—Whether defendant had real or bona fide defence to plaintiff's claim—Nature of burden on defendant—Order 14 Rules of Court (Cap 322, R 5, 2006 Rev Ed)

Evidence—Estoppel against tenant—Whether estoppel against tenant applied—Relationship between estoppel against tenant at common law and under Evidence Act (Cap 97, 1997 Rev Ed) —Section 118 (1) Evidence Act (Cap 97, 1997 Rev Ed)

Landlord and Tenant—Estoppel against tenant—Whether estoppel against tenant applied—Relationship between estoppel against tenant at common law and under Evidence Act (Cap 97, 1997 Rev Ed) —Section 118 (1) Evidence Act (Cap 97, 1997 Rev Ed)

By a master lease dated 14 January 2008, the plaintiff leased from a head lessor certain property from 9 January 2008 to 8 January 2011, with an expectation that it would be able to renew the master lease for two more consecutive terms of three years each. The plaintiff duly renewed the master lease on 9 January 2011 and again on 9 January 2014.

By a tenancy agreement dated 9 May 2012, the plaintiff sublet to the defendant part of the property (‘Premises B’) from 1 October 2011 to 30 September 2014.

By a letter of offer dated 17 February 2012, duly accepted on 20 February 2012, the plaintiff sublet another part of the property (‘Premises A’) to the defendant from 1 April 2012 to 31 March 2015. This sublease expired after the master lease then in force.

The defendant duly took possession of Premises A and of Premises B and went into occupation of both. The defendant did not allege that its rights of quiet enjoyment of either set of premises were interfered with in any way, whether by the plaintiff, by the head lessor or by anyone else.

In March 2013, the defendant unilaterally ceased paying rent for Premises A and voluntarily vacated the premises. The defendant continued to retain possession of Premises B and to pay rent for it until the plaintiff claimed to exercise a right of re-entry.

On 28 August 2013, the plaintiff applied under O 14 of the Rules of Court (Cap 322, R 5, 2006 Rev Ed) for summary judgment on its entire claim against the defendant in respect of both Premises A and Premises B.

Held, allowing the application in part:

(1) The defendant was granted unconditional leave to defend the plaintiffs claim' in respect of Premises B: at [6] and [8] .

(2) A plaintiff who sought summary judgment had to first show that he had a prima facie case for summary judgment. If he crossed that threshold, the burden shifted to the defendant who, in order to secure leave to defend, had to establish that there was fair or reasonable probability that he had a real or bona fide defence. The burden which shifted was the burden on the application or a tactical burden, not the legal or even an evidential burden of proof. It was no part of the policy underlying summary judgment to reverse a plaintiff's burden of proof: at [43] to [45] .

(3) The letter of offer for Premises A set out the only four terms which were essential for a lease to arise: (a) the parties to the lease; (b) the property leased; (c) the term of the lease and its commencement; and (d) the rent payable under the lease. There was no need in law and no obligation by contract for the parties to enter into a separate, formal tenancy agreement or for the defendant to be given a copy of one: at [28] , [56] and [57] .

(4) The plaintiff was not in breach of any aspect of the rule that nemo dat quod non habet by entering into a sublease for Premises A which expired after its master lease then in force: at [59] to [61] .

(5) Even if there was any lack of title, it did not affect the rights of the parties inter se. The fact that a putative landlord did not have any or any sufficient proprietary right out of which he could carve a valid leasehold interest affected only the proprietary right which ought to arise under the lease. It did not affect the parties' contractual rights: at [62] and [63] .

(6) The defendant was estopped at common law from denying the plaintiff's leasehold title to Premises A. Although s 118 (1) of the Evidence Act (Cap 97, 1997 Rev Ed) provided that a tenant was estopped during the continuance of a tenancy from denying that the landlord had title to the immovable property at the beginning of the tenancy (at [82] ), that rule of evidence was not inconsistent with a common law estoppel which applied to a tenant even after the determination of the tenancy except where the tenant was dispossessed by a third party with a superior title to his landlord: at [89] .

Vinodh Coomaraswamy J

Introduction

1 The plaintiff is the lessor of the entire property known as 231 Mountbatten Road, Singapore 397999. The property comprises a number of blocks. This dispute relates to Block C. The plaintiff sublet units #03-02 to #03-04 on the third storey of Block C to the defendant by a letter of offer dated 12 September 2011. A few months later, the plaintiff sublet the entire first storey of Block C to the defendant by a letter of offer dated 17 February 2012.

2 On 30 May 2013, the plaintiff sued the defendant asserting that the defendant had breached its obligations in respect of both subleases. The plaintiff claimed from the defendant arrears of rent, interest on those arrears and damages arising from the defendant's breaches of both subleases. It also sought a declaration that it had lawfully exercised its right of re-entry under one of the subleases. On 28 August 2013, the plaintiff applied under O 14 of the Rules of Court (Cap 322, R 5, 2006 Rev Ed) for summary judgment on its entire claim against the defendant. The ground of the application was the usual one:that the defendant had no bona fide defence to the plaintiff's claim.

3 On 3 December 2013, having heard the parties' submissions, I entered judgment for the plaintiff, but in respect of only part of its claim and under only one of the subleases. The defendant, being dissatisfied with my decision, has appealed to the Court of Appeal. Therefore, I now set out the reasons for my decision in so far as they are relevant to the defendant's appeal.

The summary judgment application

4 The plaintiff's application for summary judgment mirrored the prayers in its statement of claim and sought the following principal relief:

(a) In respect of the sublease over the entire first storey of Block C (‘Premises A’):

(i) judgment for rental arrears of $92,876.19; or, alternatively, for such other sum as the court deemed fit; and

(ii) interest at the rate of 5% in respect of the principal arrears of $87,744.72 from 23 May 2013 to the date of full payment by the defendant.

(b) In respect of the sublease covering units #03-02 to #03-04 on the third storey of Block C (‘Premises B’):

(i) a declaration that the plaintiff had lawfully exercised its right of re-entry over Premises B; and

(ii) judgment for arrears of rent of $281.10; or...

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