Simran Bedi v Mark A Montgomery: Breach of Contract, Share Transfer Dispute

In Simran Bedi v Mark A Montgomery, the Singapore High Court addressed a breach of contract claim concerning the sale of shares in Xeitgeist Entertainment Group Pte Ltd. Simran Bedi, the Plaintiff, sued Mark A Montgomery, the Defendant, for failing to transfer shares after receiving payment. The court found that the Defendant repudiated the contract by not transferring the shares and ordered damages of S$377,190 to the Plaintiff. The court also held that there was a total failure of consideration, providing an alternative basis for restitution.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving Simran Bedi and Mark A Montgomery over a breached share sale agreement. Judgment for Plaintiff.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Simran BediPlaintiffIndividualJudgment for PlaintiffWon
Mark A MontgomeryDefendantIndividualJudgment against DefendantLost

3. Judges

Judge NameTitleDelivered Judgment
S MohanJudgeYes

4. Counsels

Counsel NameOrganization
Quek Wen Jiang GerardPDLegal LLC
Ling Ying Ming DanielPDLegal LLC
Naidu PriyalathaAdvocatus Law LLP
Jacintha d/o GopalAdvocatus Law LLP

4. Facts

  1. Plaintiff agreed to purchase 82,192 shares in Xeitgeist from Defendant for US$270,000.
  2. Plaintiff paid Defendant S$377,190, the Singapore Dollar equivalent of US$270,000.
  3. Defendant never transferred the Xeitgeist shares to Plaintiff.
  4. Defendant claimed Plaintiff was required to sign a Deed of Ratification and Accession (DRA) as a pre-condition to receiving shares.
  5. Plaintiff was first told to sign the DRA on 24 April 2017.
  6. Plaintiff was listed as a shareholder of Xeitgeist in November 2017, despite not signing the DRA.
  7. Plaintiff's solicitors sent a letter to Defendant in January 2019, claiming repudiatory breach of contract.

5. Formal Citations

  1. Simran Bedi v Montgomery, Mark A, Suit No 175 of 2019, [2022] SGHC 67

6. Timeline

DateEvent
Plaintiff became director of Beetroot Investments Pte Ltd
Supplemental shareholders’ agreement signed by Xeitgeist’s pre-existing shareholders
Plaintiff introduced to Defendant
Defendant emailed Plaintiff about purchasing shares in Xeitgeist
Defendant emailed Plaintiff details of share offer
Defendant emailed Plaintiff and Jeremy Kong regarding share acquisition
Grace Goh emailed Plaintiff documents including Share Transfer Deed and Shareholders’ Agreements
Plaintiff queried about contract for Xeitgeist shares
Grace and Defendant replied to Plaintiff's query
Share Transfer Deed signed
Grace emailed Plaintiff about share transfer process
Grace emailed Plaintiff requesting signing of Deed of Ratification and Accession
Plaintiff requested shareholders’ agreement to sign
Plaintiff transferred S$377,190 to Defendant
TKNP sent Plaintiff emails reminding her about the signed Deed of Ratification and Accession
TKNP sent Plaintiff emails reminding her about the signed Deed of Ratification and Accession
Plaintiff replied to TKNP stating she would sign the Deed of Ratification and Accession next week
Plaintiff listed as shareholder of Xeitgeist in Shareholders’ Circulation List
Plaintiff’s solicitors wrote to Defendant regarding repudiatory breach
Statement of Claim dated
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that the defendant repudiated the contract by failing to transfer the shares to the plaintiff.
    • Category: Substantive
    • Sub-Issues:
      • Repudiatory breach
    • Related Cases:
      • [2007] 4 SLR(R) 413
  2. Failure of Consideration
    • Outcome: The court held that there was a total failure of consideration as the plaintiff never received the shares she paid for.
    • Category: Substantive
    • Sub-Issues:
      • Total failure of consideration
    • Related Cases:
      • [2018] 1 SLR 239
  3. Change of Position
    • Outcome: The court held that the defendant failed to establish his defence of change of position.
    • Category: Substantive
    • Related Cases:
      • [2002] 1 SLR(R) 418
  4. Implied Terms
    • Outcome: The court declined to imply a term into the contract that would require the plaintiff to sign the Deed of Ratification and Accession.
    • Category: Substantive
    • Related Cases:
      • [2013] 4 SLR 193
  5. Estoppel
    • Outcome: The court held that the defendant had not made out the defence of estoppel by representation.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Rescission of Contract

9. Cause of Actions

  • Breach of Contract
  • Restitution
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Entertainment
  • Film Production

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte LtdHigh CourtYes[2006] 1 SLR(R) 927SingaporeCited to support the principle that the court is entitled to consider all relevant documents and testimony to ascertain the terms of the contract.
Bintai Kindenko Pte Ltd v Samsung C&T Corp and anotherCourt of AppealYes[2019] 2 SLR 295SingaporeCited for the principle that onerous and unusual conditions cannot be incorporated into a contract unless the attention of the party sought to be bound has been specifically drawn to them.
Wartsila Singapore Pte Ltd v Lau Yew Choong and another suitHigh CourtYes[2017] 5 SLR 268SingaporeCited for the principle that onerous and unusual conditions cannot be incorporated into a contract unless the attention of the party sought to be bound has been specifically drawn to them.
International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd and anotherCourt of AppealYes[2014] 1 SLR 130SingaporeCited for the principle that the task before the court in determining whether or not there has been incorporation by reference is one of construction, namely, to ascertain the parties’ intentions when they entered into the contract by reference to the words that they used.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the three-step test in determining whether to imply a term into a contract.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appealCourt of AppealYes[2007] 4 SLR(R) 413SingaporeCited for the principle that an innocent party will have the right to terminate the contract when the other party renounces the contract.
GIB Automation Pte Ltd v Deluge Fire Protection (SEA) Pte LtdHigh CourtYes[2007] 2 SLR(R) 918SingaporeCited to distinguish the facts of the present case from a situation where one party was simply trying to clarify the extent of its contractual obligations.
Loh Chiang Tien and another v Saman DharmatillekeHigh CourtYes[2020] SGHC 45SingaporeCited for the principle that a party will not be allowed to claim reliance losses to escape a bad bargain and that the burden is on the promisor to prove that the bargain was a bad one.
Koh Chew Chee v Liu Shu Ming and anotherHigh CourtYes[2022] SGHC 25SingaporeCited for the principle that the burden is shifted to the defendant to prove that the contract would not only have been unprofitable, but that the plaintiff would not even have been able to recover what he put down in expectation of performance.
Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd and anotherCourt of AppealYes[2018] 1 SLR 239SingaporeCited for the principle that for a claim grounded on failure of consideration to succeed, the failure of consideration must be total.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another appealCourt of AppealYes[2011] 3 SLR 540SingaporeCited for the principle that the payee must demonstrate that there is a causative link between the payment received and the change of position.
Cavenagh Investment Pte Ltd v Kaushik RajivCourt of AppealYes[2013] 2 SLR 543SingaporeCited for the elements of the defence of change of position.
Management Corporation Strata Title Plan No 473 v De Beers Jewellery Pte LtdHigh CourtYes[2002] 1 SLR(R) 418SingaporeCited for the elements of the defence of change of position.
Seagate Technology Pte Ltd and another v Goh Han KimHigh CourtYes[1994] 3 SLR(R) 836SingaporeCited for the principle that the defence of change of position will not be open to someone who has changed his position in bad faith or who is a wrongdoer.
CIMB Bank Bhd v World Fuel Services (Singapore) Pte Ltd and another appealCourt of AppealYes[2021] 1 SLR 1217SingaporeCited for the procedure for proving the authenticity of a document.
Super Group Ltd v Mysore Nagaraja KartikHigh CourtYes[2018] SGHC 192SingaporeCited for the principle that authenticity is a necessary condition of admissibility of documents.
Ooi Ching Ling v Just Gems IncHigh CourtYes[2003] 1 SLR(R) 14SingaporeCited for the principle that any additional benefits that the plaintiff received from her general association with Xeitgeist cannot be said to be benefits that the plaintiff “bargained for under the contract”.
Murray Stanley Goss and another v Laurence George ChilcottPrivy CouncilYes[1996] 3 WLR 180United KingdomCited for the principle that a defendant should not be allowed to rely on the change of position defence in circumstances when he pays away money that he knows he received subject to an obligation on his part to perform.
Haugesund Kommune and another v Depfa ACS Bank (Wikborg Rein & Co, Part 20 defendant)English Court of AppealYes[2012] 2 WLR 199United KingdomCited for the principle that a defendant should not be allowed to rely on the change of position defence in circumstances when he pays away money that he knows he received subject to an obligation on his part to perform.
Supercars Lorinser Pte Ltd and another v Benzline Auto Pte LtdHigh CourtYes[2016] SGHC 281SingaporeCited for the principle that a defendant should not be allowed to rely on the change of position defence in circumstances when he pays away money that he knows he received subject to an obligation on his part to perform.
United Overseas Bank Ltd v Bank of ChinaCourt of AppealYes[2006] 1 SLR(R) 57SingaporeCited for the elements of the defence of estoppel by representation.
Chng Bee Kheng and another (executrixes and trustees of the estate of Fock Poh Kum, deceased) v Chng Eng ChyeCourt of AppealYes[2013] 2 SLR 715SingaporeCited for the principle that the representation of fact relied on to establish the defence cannot be “promissory in nature”.
Day, Ashley Francis v Yeo Chin Huat Anthony and othersHigh CourtYes[2020] 5 SLR 514SingaporeCited for the principle that the representation of fact relied on to establish the defence cannot be “promissory in nature”.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed)Singapore
Evidence Act (Cap 97, 1997 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Xeitgeist Entertainment Group Pte Ltd
  • Deed of Ratification and Accession
  • Share Transfer Deed
  • Shareholders’ Agreement
  • Repudiatory Breach
  • Total Failure of Consideration
  • Reliance Losses
  • Change of Position
  • Estoppel

15.2 Keywords

  • Contract
  • Breach
  • Shares
  • Transfer
  • Singapore
  • High Court
  • Restitution
  • Consideration

17. Areas of Law

Area NameRelevance Score
Breach of Contract95
Repudiatory breach90
Contract Law90
Failure of consideration85
Unjust Enrichment80
Change of position75
Remedies70
Damages70
Implied Terms60
Estoppel50
Misrepresentation40

16. Subjects

  • Contract Law
  • Restitution
  • Commercial Law