Koh Chew Chee v Liu Shu Ming: Breach of Contract, Oral Contracts, and Fraudulent Misrepresentation in Condominium Investment
In 2017, Koh Chew Chee (Plaintiff) entered into contracts with Liu Shu Ming and Tong Xin (Defendants) to purchase and lease back five condominium units in the Philippines. The Plaintiff claimed the Defendants failed to transfer title and defaulted on rental payments, constituting a breach of contract and fraudulent misrepresentation. The High Court of Singapore allowed the Plaintiff's claim for breach of contract, awarding damages based on wasted expenditure, and dismissed the claim for fraudulent misrepresentation. The court found the Defendants liable for failing to transfer title and for rental arrears.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff on breach of contract claim; fraudulent misrepresentation claim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Plaintiff sues for breach of contract and fraudulent misrepresentation over a failed condominium investment. The court allows the contract claim and dismisses the misrepresentation claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Liu Shu Ming | Defendant | Individual | Claim Dismissed | Lost | |
| Tong Xin | Defendant | Individual | Claim Dismissed | Lost | |
| Koh Chew Chee | Plaintiff | Individual | Judgment for Plaintiff | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Li Kun Hang | Rajah & Tann Singapore LLP |
| Winston Kwek | Rajah & Tann Singapore LLP |
4. Facts
- Plaintiff entered contracts to purchase and lease back five condominium units from the Defendants.
- Defendants failed to transfer title to the Units to the Plaintiff.
- Defendants defaulted on rental payments under the Leaseback Agreements.
- Plaintiff claimed the Defendants made false representations to induce her to enter the Contracts.
- Plaintiff terminated the Contracts due to the Defendants' breaches.
- The Plaintiff paid S$1,468,895.69 for the purchase of the units.
- The Plaintiff incurred ₱340,504.50 in connection with the incorporation of LK (Philippines).
5. Formal Citations
- Koh Chew Chee v Liu Shu Ming and another, Suit No 143 of 2020, [2022] SGHC 25
6. Timeline
| Date | Event |
|---|---|
| Mr. Lim met the Defendants. | |
| Plaintiff met the Defendants. | |
| Plaintiff and Mr Lim attended a meeting at the Defendants’ office. | |
| Plaintiff agreed to purchase and lease back five condominium units. | |
| Plaintiff remitted S$407,979.55. | |
| Plaintiff instructed the transfer of title to LK (Philippines). | |
| Plaintiff discovered the Units had been mortgaged. | |
| Plaintiff and Mr Lim met the First Defendant. | |
| Plaintiff terminated the Contracts. | |
| Plaintiff's cause papers had been served on the Defendants. | |
| Trial commenced. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found the Defendants liable for breach of contract for failing to transfer title to the Units and for rental arrears.
- Category: Substantive
- Fraudulent Misrepresentation
- Outcome: The court dismissed the Plaintiff's claim for fraudulent misrepresentation due to lack of proof of reliance and falsity.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Account of Profits
9. Cause of Actions
- Breach of Contract
- Fraudulent Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| OCBC Capital Investment Asia Ltd v Wong Hua Choon | Court of Appeal | Yes | [2012] 4 SLR 1206 | Singapore | Cited for the importance of documentary evidence in proving an oral agreement. |
| Engell v Fitch | N/A | Yes | (1869) LR 4 QB 659 | N/A | Cited for the measure of damages for breach of contract for failure to deliver title to real property. |
| Min Hong Auto Supply Pte Ltd v Loh Chun Seng | N/A | Yes | [1993] 1 SLR(R) 642 | N/A | Cited for the measure of damages for breach of contract for failure to deliver title to real property. |
| Robinson v Harman | N/A | Yes | (1848) 1 Exch 850 | N/A | Cited for the principle that the innocent party should not be put in a better position than if the contract had been performed. |
| One Step (Support) Ltd v Morris-Garnder | UK Supreme Court | Yes | [2019] AC 649 | United Kingdom | Cited for the re-characterising Wrotham Park damages as compensatory, not restitutionary. |
| Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua | N/A | Yes | [2018] 2 SLR 655 | Singapore | Cited for the re-characterising Wrotham Park damages as compensatory, not restitutionary. |
| McRae v Commonwealth Disposals Commission | N/A | Yes | (1951) 84 CLR 377 | Australia | Cited for allowing innocent parties to recover the purchase price they paid as a form of wasted expenditure within the ambit of reliance damages. |
| Harling v Eddy | N/A | Yes | [1951] 2 KB 739 | N/A | Cited as an example of cases which have allowed innocent parties to recover the purchase price they paid as a form of wasted expenditure within the ambit of reliance damages. |
| CCC Films (London) v Impact v Quadrant Films | N/A | Yes | [1985] QB 16 | N/A | Cited as an example of cases which have allowed innocent parties to recover the purchase price they paid as a form of wasted expenditure within the ambit of reliance damages. |
| Anglia Television Ltd v Reed | N/A | Yes | [1972] 1 QB 60 | N/A | Cited for the availability of damages assessed using the reliance measure. |
| TCL Industries (Malaysia) Sdn Bhd v ICC Chemical Corp | High Court | Yes | [2007] SGHC 211 | Singapore | Cited for the availability of damages assessed using the reliance measure. |
| PT Panosonic Gobel Indonesia v Stratech Systems Ltd | N/A | Yes | [2010] 3 SLR 1017 | Singapore | Cited for the availability of damages assessed using the reliance measure. |
| Albert & Son v Armstrong Rubber Co | N/A | Yes | 178 F (2d) 182 | N/A | Cited for the principle that the defendant should not be an insurer of the plaintiff's venture. |
| Omak Maritime Ltd v Mamola Challenger Shipping Co | N/A | Yes | [2011] 1 Lloyd’s Rep 47 | N/A | Cited for the conclusion that reliance losses are a species of expectation losses. |
| Commonwealth of Australia v Amann Aviation Pty | N/A | Yes | (1991) 104 ALR 1 | Australia | Cited for the principle that damages for breach of contract are often described as expectation damages. |
| Van Der Horst Engineering Pte Ltd v Rotol Singapore Ltd | High Court | Yes | [2006] 2 SLR(R) 586 | Singapore | Cited for the objective of contract damages is to put the plaintiff in the position he would have been had the contract been performed. |
| Aero-Gate Pte Ltd v Engen Marine Engineering Pte Ltd | High Court | Yes | [2013] 4 SLR 409 | Singapore | Cited for the principle that reliance damages protect the innocent party’s reliance interest. |
| Tan Chin Seng v Raffles Town Club Pte Ltd | High Court | Yes | [2005] 2 SLR(R) 302 | Singapore | Cited for the aim of damages in protecting the reliance interest is to put an innocent party in as good a position as he was in if no promise had been made. |
| Out of the Box Pte Ltd v Wanin Industries Pte Ltd | High Court | Yes | [2012] 3 SLR 428 | Singapore | Cited for the shift of the burden of proof where reliance damages are claimed. |
| Filobake Ltd v Rondo Ltd and another | England and Wales Court of Appeal | Yes | [2005] EWCA Civ 563 | England and Wales | Cited for the difficulties in running claims for lost profits and wasted expenditure in the alternative. |
| Alwee Alkaff v Syed Jafaralsadeg and others and another action | N/A | Yes | [1997] 3 SLR(R) 419 | Singapore | Cited for the requirement that parties to the sale give notice demanding completion. |
| Teh Guek Ngor Engelin née Tan v Chia Ee Lin Evelyn | Court of Appeal | Yes | [2005] 2 SLR(R) 22 | Singapore | Cited for the reference to Attorney General v Blake. |
| Attorney General v Blake | House of Lords | Yes | [2001] 1 AC 268 | United Kingdom | Cited for the possibility of an account of profits for breach of contract in exceptional circumstances. |
| Nanofilm Technologies International Pte Ltd v Semivac International Pte Ltd and others | High Court | Yes | [2018] 5 SLR 956 | Singapore | Cited for the possibility of an account of profits for breach of contractual obligations. |
| MFM Restaurants Pte Ltd v Fish & Co Restaurants Pte Ltd | High Court | Yes | [2011] 1 SLR 150 | Singapore | Cited for the lack of concrete guidance as to when an account of profits for breach of contract should be awarded. |
| Esso Petroleum Co Ltd v Niad Ltd | N/A | Yes | [2001] EWHC 6 (Ch) | England and Wales | Cited as the only case to grant an account of profits in a commercial case. |
| Experience Hendrix LLC v PPX Enterprises Inc and another | N/A | Yes | [2003] 1 All ER (Comm) 830 | N/A | Cited for the exceptional circumstances required for an account of profits. |
| Vercoe v Rutland Fund Management Ltd | N/A | Yes | [2010] EWHC 424 (Ch) | England and Wales | Cited for the exceptional circumstances required for an account of profits. |
| Atlantic Lottery Corp Inc v Babstock | N/A | Yes | [2020] SCJ No 19 | Canada | Cited for the exceptional circumstances required for an account of profits. |
| Boardman v Phipps | N/A | Yes | [1967] 2 AC 46 | N/A | Cited for the principle that fiduciaries cannot benefit from their appointments without informed consent. |
| Forsyth-Grant v Allen and another | England and Wales Court of Appeal | Yes | [2008] EWCA Civ 505 | England and Wales | Cited for the quasi-fiduciary relationship in a relationship of confidence. |
| Attorney General v Guardian Newspapers Ltd (No 2) | N/A | Yes | [1990] 1 AC 109 | United Kingdom | Cited for the principle that an account of profits is a remedy available to redress a breach of confidence. |
| Tan Yok Koon v Tan Choo Suan | High Court | Yes | [2017] 1 SLR 654 | Singapore | Cited for the indicia of an ad hoc fiduciary. |
| Broadley Construction Pte Ltd v Alacran Design Pte Ltd | High Court | Yes | [2018] 2 SLR 110 | Singapore | Cited for the elements of fraudulent misrepresentation. |
| Panatron Pte Ltd v Lee Cheow Lee | High Court | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements of fraudulent misrepresentation. |
| Miliangos v George Frank (Textiles) | N/A | Yes | [1976] AC 443 | United Kingdom | Cited for the principle that the sum of ₱340,504.50 shall be converted to Singapore dollars on the date which execution is authorised. |
| Indo Commercial Society (Pte) Ltd v Ebrahim | N/A | Yes | [1992] SLR(R) 667 | Singapore | Cited for the principle that the sum of ₱340,504.50 shall be converted to Singapore dollars on the date which execution is authorised. |
13. Applicable Rules
| Rule Name |
|---|
| Practice Directions |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Condominium Units
- Leaseback Agreement
- Buyback Term
- Fraudulent Misrepresentation
- Reliance Damages
- Expectation Damages
- Account of Profits
- LK Strategic Hub (Philippines) Inc
- Strategic Eduhub Pte Ltd
15.2 Keywords
- contract
- breach
- misrepresentation
- condominium
- investment
- singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 95 |
| Contract Law | 95 |
| Measure of Damages | 80 |
| Misrepresentation | 60 |
| Fraud and Deceit | 50 |
| Evidence | 40 |
16. Subjects
- Contract Law
- Real Estate Investment
- Breach of Contract
- Misrepresentation
- Damages