UDL Marine (Singapore) Pte Ltd v Jurong Town Corp

• Jurisdiction: Singapore
• Judge: Kan Ting Chiu J
• Judgment Date: 17 June 2011
• Neutral Citation: [2011] SGHC 153
• Court: High Court (Singapore)
• Docket Number: Suit No 502 of 2010/Y (SUM No. 4370 of 2010/G)
• Published date: 20 June 2011
• Year: 2011
• Hearing Date: 04 November 2010
• Plaintiff Counsel: Thio Shen Yi SC, Ang Wee Tiong and Olivia Low Pei Sze (TSMP Law Corporation)
• Defendant Counsel: Dhillon Dinesh Singh and Felicia Tan May Lian (Allen & Gledhill LLP)
• Subject Matter: Civil Procedure,Injunctions
• Citation: [2011] SGHC 153

Kan Ting Chiu J:

The plaintiff, UDL Marine (Singapore) Pte Ltd (“UDL”), had sued the defendant, Jurong Town Corporation (“JTC”). Pending the disposal of the action, UDL applied for an interim injunction against JTC. I dismissed UDL’s application, and UDL has appealed against my decision.

UDL has operated a shipyard on premises at Benoi Road, Singapore (“the premises”) since 1991. The premises were leased from JTC. The lease was scheduled to expire on 31 December 2010. UDL had wanted to renew the lease, but JTC refused to renew it.

On 21 July 2010, UDL filed these proceedings against JTC to seek a declaration that JTC is estopped from refusing to renew the lease or granting a new lease of the premises for a period of not less than 20 years; for an order of specific performance for JTC to renew or grant a new lease; and for damages.

On 16 September 2010, UDL filed a summons for an interim injunction to restrain JTC from leasing out the premises to any other party pending the final determination of the action and an order that UDL be permitted to lease, occupy and enjoy exclusive use of the premises upon payment of the current rent or the rent at the market rate.

The action and the summons were based on the same alleged facts which were set out in the Statement of Claim in this action and the affidavit of Leung Yat Tung, Managing Director of UDL, dated 16 September 2010 which was filed in support of the summons (“the supporting affidavit”). The allegation was essentially that representations were made to UDL that the lease of the premises might be renewed.

UDL’s case was that in December 2004, it understood that the lease would not be extended beyond 11 December 2010 as JTC had plans to re-develop the Tuas area. However in February 2005, UDL received information from Sidat Senanayake, an officer of the Economic Development Board (“EDB”). The information was narrated in the supporting affidavit and incorporated in paras 8 to 13 of the Statement of Claim and was characterised by UDL as representations:

The Representation

8. The Plaintiff told the EDB that their decision was based on the understanding that the Tuas area was to be re-developed and the Lease would not be extended beyond 31 December 2010. The Plaintiff had mentioned this issue specifically with the EDB and also asked that the EDB clarify the correctness of this position. Mr Sidat then represented to the Plaintiff that, as a yet to be published policy, the Defendant had decided to postpone the redevelopment of the area and would grant extensions of 20 years for the yards in the area including the Premises. Given this new development, the EDB requested that the Plaintiff reconsider the Potential Sale and to maintain their business in Singapore. 9. The Plaintiff then asked for clear confirmation by the EDB of their representations and assurances that the lease for the premises would be available for an extension of 20 years. 10. Some time in or about early March 2005, Mr Sidat met with the Plaintiff’s Mr Leung at the EDB’s offices. Mr Sidat repeated the representations by the EDB and went on to inform and assure Mr Leung that, after checking and confirming with the Defendant on the matter of lease extensions, what the EDB had told the Plaintiff previously was correct and that the EDB would help and render the necessary assistance to procure the extension of the Lease and that the Plaintiff should therefore withdraw from the Potential Sale. As far as the Plaintiff knows, the Defendant was therefore aware of the representations and assurances made by the EDB to the Plaintiff. 11. Given the representations and assurances of the EDB and believing that the EDB spoke for and on behalf of the Defendant, with the Defendant’s express or implied consent, and that the Lease would therefore be renewed by the Defendant, the Plaintiff withdrew from the Potential Sale in reliance on the representations and assurances as communicated to the Plaintiff. 12. On or about 13 April 2005, Mr Leung and the Plaintiff’s Ms Gillian Leung (“Ms Gillian”) met with Mr Sidat. Mr Leung told Mr Sidat that following the assurances and representations of Mr Sidat, the Plaintiff had called off the Potential Sale. Mr Leung then raised the issue that the Defendant might not, as a matter of practice, entertain any application for an extension of the Lease given that the unexpired term for the Lease was about 5 years at that time. Mr Sidat said that he would speak to the Defendant about this but did not expect any difficulty in this regard. 13. With regard to the abovementioned, on 26 May 2005, Mr Sidat wrote to the Plaintiff stating as follows:

“Dear Mr Leung,

my apologies for not responding sooner.

We have discussed the matter with JTC, who is agreeable to consider such a conditional extension for UDL.

This is subject to EDB’s support and we would therefore look forward to receiving a proposal from UDL on your proposed plans for the site.

Jen Siang has returned from his overseas travels, so you can follow-up on this directly with him.

thank you & best regards,

Sidat”

[underline added]

In paras 14 to 15 of its Statement of Claim, UDL alleged that the representations were made with JTC’s knowledge and/or consent and stated that it relied on the representations and re-structured its shareholdings so that it became the subsidiary of UDL Holdings Ltd, a company listed on the Stock Exchange of Hong Kong, produced business plans at the request of the EDB, and held concurrent discussions with the EDB and JTC.

Paragraphs 17 and 18 of the Statement of Claim disclosed the process by which UDL drew its conclusions on the events: 17. Given the EDB’s previous assurances, the Plaintiff presented the business plan to the Defendant’s Mr Ernest Tay on or about 22 July 2008. At the time, there were no adverse comments from Mr Ernest Tay nor any intimation that the Plaintiff’s business plan was in any way flawed or unacceptable. Instead, Mr Ernest Tay told the Plaintiff to submit a formal application for renewal of the Lease. 18. In reliance on the Defendant’s representation that the Lease renewal was now a matter of formality, and also the prior representations by the EDB (of which the Defendant had knowledge), the Plaintiff increased its share capital to $10 million, fully paid-up by its parent UDL Holdings Limited, as it expected the renewal of the Lease for 20 years would be given shortly and that the capital investment as set out in the Plaintiff’s business plan submitted to the Defendant would be required soon.

[emphasis added]

There was something else that was brought up after the Statement of Claim was filed and the parties had filed their affidavits in connection with the application. In para 20 of its skeletal submissions dated 3 November 2010, UDL referred to an email from Ernest Tay of JTC to his colleague Karen Lee dated 20 December 2005, that:

... it seems like EDB is sending a wrong signal or message to the coy that so long they have a fantastic idea/vision, EDB will support their plans and JTC will grant them the renewal. This is not true as we need to perform our own assessments. Perhaps, it is good to highlight to EDB (indirectly) when you meet them the...