Yuen Chow Hin and Another v ERA Realty Network Pte Ltd

• Jurisdiction: Singapore
• Court: High Court (Singapore)
• Judge: Choo Han Teck J
• Judgment Date: 05 February 2009
• Neutral Citation: [2009] SGHC 28
• Citation: [2009] SGHC 28
• Defendant Counsel: Leonard Loo Peng Chee (Leonard Loo & Co)
• Published date: 06 February 2009
• Subject Matter: Option form had defendant's logo printed on it,Whether or not agent's conduct was breach of duties of agent,Agency,Duties of agent,Agency relationship between housing agent and principal,Breach,Defendant had held out associate as agent,Agent had assisted his boss's wife to make profit,Commission agreement had defendant's letterhead and addressor was identified as defendant,Agency by estoppel
• Date: 05 February 2009
• Plaintiff Counsel: Gan Kam Yuin (Bih Li & Lee)
• Docket Number: Suit No 137 of 2008

5 February 2009 Judgment reserved

Choo Han Teck J:

1 The first plaintiff, a businessman, is the husband of the second plaintiff. They owned a flat in a condominium known as Riverside Piazza at Keng Cheow Street. They decided to sell the flat and by recommendation from the first plaintiff’s mother, sister, and brother, they asked one Ang Teik Soon, known to them as “Jeremy” to help them find a buyer. Jeremy was a “Senior Marketing Director” of the defendant company although the latter asserted in its defence that none of the agents or directors named or involved in this suit were its servant or employee. It claimed that they were independent contractors known as “associates”. I shall return to this point shortly.

2 Jeremy was regarded as an agent of “ERA” (as the defendant is more famously known). The plaintiffs understood ERA to be a company that provided the services of a housing agency; and that a person carried an ERA calling card or who advertised himself as a housing agent under the banner of ERA was an ERA agent.

3 Jeremy had just prior to his engagement by the plaintiffs, found a buyer for a flat owned by the mother of the first plaintiff and was recommended to the plaintiffs as a competent agent. Jeremy worked as a subordinate to one Mitul Ratilal Parikh, known as “Mike”. Mike had at all material times, about 200 agents working under him, all of whom used the defendant’s ERA name and logo. The arrangement in place was that whenever an agent under Mike has successfully helped a client to complete a sale and purchase transaction he would share his commission with Mike and the defendant. There was some discrepancy in the evidence as to what the applicable ratio was, and it seemed that a flexible formula was used. In this respect, the evidence of the defendant’s former Legal Manager Tan Keng Yong’s account differed from that given by Mike. The exact ratio, however, was not important but the fact that the defendant and Mike shared in an agent’s commission was relevant in establishing the nature of the relationship between Jeremy, and Mike, and the defendant. It was a relationship in which the defendant could not be heard to say that it had nothing to do with the conduct of Jeremy or Mike.

4 The first plaintiff was frequently away on business and he therefore left it to the second plaintiff to manage the sale of their Riverside Piazza flat. The second plaintiff was the one who appointed Jeremy as the agent for that purpose in June 2007. Jeremy reported to her sometime in mid-June that the OCBC Bank had valued the flat between $650,000 and $700,000. He told her that he would soon place an advertisement for the sale of the flat. Jeremy telephoned the second plaintiff about 4 July 2007 and told her that he had a Chinese client who wanted to buy the flat for $650,000. According to the second plaintiff, Jeremy described this client as a “regular” client of his. This “client” turned out to be one Natassha Sadiq (”Natassha”), who was (and still is) Mike’s wife. The second plaintiff asked Jeremy why she was not offered the valuation price of $700,000. Jeremy told her in reply that it was because she had recently renewed the tenancy for the flat, implying that a tenancy encumbered flat had a lower value. The second plaintiff then asked Jeremy to make a counter-offer of $688,000. Natassha, who later testified for the defendant, said in her evidence that she had offered to buy the flat at $650,000 after a discussion with her husband, and that they decided on this sum because it was the serial number of her identity card (which was in fact “6500003”). This was not a crucial piece of evidence in itself; it was useful only in my assessment of the witness’s credibility. Jeremy then told the second plaintiff that the seller had accepted her offer. The second plaintiff’s evidence was that she then granted an option dated 12 July 2007 addressed to “Natassha Sadiq or nominee(s)” for her to buy the flat at $688,000, and also signed a commission agreement also dated 12 July 2007 agreeing to pay a commission of $6,880 (1%). The commission agreement was on the defendant’s letterhead, and the addressor was identified in the phrase “Yours sincerely, ERA REALTY NETWORK PTE LTD” and signed by Jeremy in his proper name “Ang Teik Soon”. Between 5 July 2007 and 12 July 2007 there were some negotiation concerning the price and the completion period but this was not relevant to the issues before me.

5 Jeremy claimed that the option and the commission agreement were signed on 5 July 2007 and not on 12 July 2007. I have no hesitation in preferring the second plaintiff’s version. In any event, in my view, it was not a major issue although Jeremy’s point was that the second plaintiff knew as at 5 July 2007 that Natassha was likely to sub-sell the property because of the words “or nominee(s)” appearing in the option form. What was...