Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua
Jurisdiction | Singapore |
Judge | Sundaresh Menon CJ,Andrew Phang Boon Leong JA,Judith Prakash JA,Tay Yong Kwang JA,Steven Chong JA |
Judgment Date | 02 August 2018 |
Neutral Citation | [2018] SGCA 44 |
Year | 2018 |
Date | 02 August 2018 |
Published date | 08 August 2018 |
Hearing Date | 15 August 2017,02 March 2018 |
Plaintiff Counsel | Kelvin Poon, Kevin Tan and Alyssa Leong (Rajah & Tann Singapore LLP) |
Defendant Counsel | Irving Choh, Melissa Kor Wan Wen and Christine Chuah Hui Fen (Optimus Chambers LLC),Assoc Prof Goh Yihan (School of Law, Singapore Management University) as amicus curiae.,Adrian Tan, Ong Pei Ching, Yeoh Jean Wern, Lim Siok Khoon, Joel Goh Chee Hsien and Hari Veluri (Morgan Lewis Stamford LLC) |
Court | Court of Appeal (Singapore) |
Citation | [2018] SGCA 44 |
Docket Number | Civil Appeals Nos 168 and 171 of 2015 |
As the late Prof S F C Milsom perceptively observed, the common law system developed in a strikingly systematic fashion notwithstanding the absence of a clear blueprint as such (see generally S F C Milsom, “Reason in the Development of the Common Law” (1965) 81 LQR 496). This is an observation that carries the greatest of weight – if nothing else, because Prof Milsom has been described as being “the most distinguished legal historian of the twentieth century” (see David Ibbetson, “Milsom’s Legal History” [2017] CLJ 360 at p 360). Indeed, the system of common law and equity that constitutes the foundation of the Singapore legal system may be viewed as an integrated as well as interwoven tapestry. This is especially the case in the law of contractual damages. The basic principles have remained clear and stable throughout almost two centuries, drawing their source from the corresponding English jurisprudence. It is true that the Singapore principles have not always followed the English lead (see, for example, in relation to the doctrine of remoteness of damage, the decisions of this Court in
The present appeals, however, concern a
To set the context, these appeals, which concern breaches of a contractual consent order (“the Consent Order”) between the Respondents and some (but not all) of the Appellants, were first heard by this Court in March 2016. Following that hearing, we delivered judgment on 22 March 2017 (reported as
Before we address these issues, we provide a brief summary of the dispute which gave rise to these proceedings, our findings in
These appeals arise out of a dispute between two groups of parties who entered into a joint venture in 2001 to develop a large plot of land in Bukit Timah referred to as “Turf City”. The first group, the Singapore Agro Agricultural Pte Ltd (“SAA”) Group (“SAA Group”), comprises five individuals: Tan Senior, Tan Chee Beng (“Tan CB”), Koh Khong Meng (“Koh KM”), Samuel Ng and Ong Cher Keong (“Ong CK”). The three Respondents make up the second group. Two members of the SAA Group – Samuel Ng and Ong CK – are not parties to the present set of appeals although they were defendants in the underlying suit (“Suit 27”) from which these appeals arose.
Pursuant to the joint venture between the SAA Group and the Respondents, two companies, Turf City Pte Ltd (“TCPL”) and Turf Club Auto Emporium (“TCAE”) (collectively referred to as “the JV Companies”), were incorporated. The shares in the JV Companies were held as follows:
The site was leased from the Singapore Land Authority (“the SLA”) by SAA under a “2001 Head Lease”. SAA then granted corresponding sub-tenancies to the JV Companies, which in turn granted sub-sub-tenancies of the units in the site to ultimate tenants. The main source of revenue of the JV Companies came from the rent or fees payable by the ultimate tenants.
While the site was being developed, the two groups fell into disputes. The Respondents consequently commenced two actions, Suit 703 and OS 1634, based on, among other things, allegations that they had been oppressed as minority shareholders of the JV Companies. The two actions were later consolidated; we hence refer to Suit 703 and OS 1634 collectively as “the Consolidated Suits”. The Consolidated Suits were brought against some members of the SAA Group. Notably, Tan CB and Ong CK, who are both parties to the present proceedings, were not parties to the Consolidated Suits. The six defendants to the Consolidated Suits were TCPL, TCAE, SAA, Samuel Ng, Koh KM and Tan Senior (collectively, “the Defendants (Consolidated Suits)”). The parties, however, dispute whether Tan Senior continued to be a party to the Consolidated Suits after his bankruptcy in 2003.
In the meantime, in 2004, the 2001 Head Lease between SAA and the SLA expired and was renewed for three years through a fresh head lease (“the 2004 Head Lease”). SAA correspondingly granted sub-tenancies to the JV Companies. Before the Consolidated Suits proceeded to trial, in February 2006, the parties reached a settlement that was recorded by the High Court and encapsulated in the Consent Order. The parties named in the Consent Order were the Respondents and the Defendants (Consolidated Suits). Tan Senior denies being party to the Consent Order, even though he is named therein, on the basis of his lack of involvement in the Consolidated Suits following his bankruptcy in 2003. He also alleges that he had at no point participated in the settlement negotiations which led to the Consent Order and was not privy to the correspondence that was exchanged between counsel over its terms.
The Consent Order was intended to settle the disputes which were the subject-matter of the Consolidated Suits and end the joint venture by extricating either the Respondents or the SAA Group from the JV Companies (see ...
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