Lee Siong Kee v Beng Tiong Trading: Estoppel, Breach of Contract & Quantum Meruit
In Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd, the Court of Appeal of Singapore heard an appeal by Lee Siong Kee against the decision of the trial judge. Lee sued Beng Tiong for breach of contract, alleging wrongful repudiation and claiming damages, or alternatively, a quantum meruit. Beng Tiong counterclaimed for the return of advanced funds. The Court of Appeal dismissed Lee's claim, finding no acceptance of repudiation and no damages resulting from Beng Tiong's breaches. However, the court reduced the amount of the judgment for the counterclaim to $120,000.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Lee Siong Kee sued Beng Tiong for breach of contract. The court dismissed the claim, finding no repudiation or damages, but reduced the counterclaim amount.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lee Siong Kee | Appellant | Individual | Appeal dismissed in part | Partial | Gregory Vijayendran, Kirindeep Singh |
| Beng Tiong Trading, Import and Export (1988) Pte Ltd | Respondent | Corporation | Counterclaim allowed in part | Partial | Stanley Wong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | Yes |
| L P Thean | Justice of the Court of Appeal | No |
| Yong Pung How | Chief Justice | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Gregory Vijayendran | Wong Partnership |
| Kirindeep Singh | Wong Partnership |
| Stanley Wong | Jing Quee & Chin Joo |
4. Facts
- Lee and Beng Tiong entered into an agency agreement where Lee would secure the sale of properties to Beng Tiong.
- Beng Tiong agreed to pay Lee $4,640,000 for securing the sale of the properties for $8,260,000.
- Beng Tiong advanced Lee $360,000 under the agency agreement.
- Beng Tiong interacted with the beneficiaries without Lee's consent.
- Beng Tiong refused to make a further advance of $40,000 requested by Lee.
- Lee failed to secure the contract for sale of the properties by the extended deadline.
- Beneficiaries became hostile to the deal and took steps to repudiate it.
5. Formal Citations
- Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd, CA 37/2000, [2000] SGCA 57
6. Timeline
| Date | Event |
|---|---|
| Shaik Ahmad passed away, bequeathing his estate to 14 beneficiaries. | |
| Lee Siong Kee reached an oral agreement with 12 of the 14 beneficiaries to sell the properties to him. | |
| Beneficiaries filed an application in OS 489/93 seeking an order to appoint Syed Ali and Robert Ng as trustees. | |
| Lee Siong Kee and Beng Tiong Trading, Import and Export (1988) Pte Ltd entered into the agency agreement. | |
| Beneficiaries executed an agreement with Beng Tiong, cancelling the oral agreement with Lee. | |
| Beneficiaries wrote to the Public Trustee indicating their intention to revoke the appointment of Syed Ali and Robert Ng as trustees. | |
| Beng Tiong's managing director met some of the beneficiaries in Indonesia and Singapore without Lee's consent. | |
| Lee requested a further advance of $40,000 from Beng Tiong. | |
| Lee repeated his request for an advance of $40,000 from Beng Tiong. | |
| Application OS 489/93 was withdrawn. | |
| Original deadline for Lee to secure the sale and purchase agreement. | |
| All but one of the 12 beneficiaries filed an application in OS 745/94 seeking an order to appoint four of them as trustees. | |
| Lee instituted legal proceedings against the beneficiaries in Suit 1550/94. | |
| Lee's solicitors sent a letter to Beng Tiong's solicitors protesting the breaches of material terms. | |
| Extended deadline for Lee to secure the contract for sale of the properties. | |
| Interlocutory judgment in default of appearance was entered against all but one of the beneficiaries in Suit 1550/94. | |
| Beng Tiong instituted an action in Suit 1255/96 against the beneficiaries. | |
| A declaratory judgment in default of appearance was entered against eight of the beneficiaries in Suit 1255/96. | |
| Lee brought an action against Beng Tiong, claiming damages for breach of contract. | |
| Decision Date |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Beng Tiong had breached the agency agreement but that Lee had not accepted the repudiation and had not suffered any loss as a result of the breaches.
- Category: Substantive
- Sub-Issues:
- Repudiatory breach
- Failure to make advances
- Estoppel
- Outcome: The court held that Beng Tiong was estopped from putting forth an inconsistent plea regarding the payment of $240,000 to the beneficiaries.
- Category: Substantive
- Sub-Issues:
- Previous averment in legal proceedings against another party
- Inconsistent plea
- Quantum Meruit
- Outcome: The court rejected Lee's claim for a quantum meruit on both an implied term and a restitutionary basis.
- Category: Substantive
- Sub-Issues:
- Implied term
- Restitutionary basis
8. Remedies Sought
- Damages for breach of contract
- Quantum meruit
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Vitol SA v Norelf Ltd | N/A | Yes | [1996] AC 800 | N/A | Cited for the principle that an aggrieved party has an election to accept the repudiation or to affirm the contract. |
| Brown Noel Trading Pte Ltd v Donald & McArthy Pte Ltd | Court of Appeal | Yes | [1997] 1 SLR 1 | Singapore | Cited for the principle that a repudiatory breach does not automatically terminate a contract; the third party has a right to elect whether or not to accept the repudiation. |
| William Lacey (Hounslow) Ltd v Davis | N/A | Yes | [1957] 2 All ER 712 | N/A | Cited regarding quantum meruit claims, but distinguished based on differing facts. |
| Alpha Trading Ltd v Dunnshaw-Patten Ltd | N/A | Yes | [1981] QB 290 | N/A | Cited regarding implied contractual terms, but distinguished based on differing facts. |
| Planche v Colburn | N/A | Yes | [1831] 8 Bing 14 | N/A | Cited as a leading authority for the principle that if an innocent party has rendered services under a contract that has not been substantially performed due to the other party's breach, they may recover the value of the services rendered on a quantum meruit basis. |
| Luxor (Eastbourne) Ltd & Ors v Cooper | N/A | Yes | [1941] AC 108 | N/A | Cited regarding quantum meruit claims in cases of contracts for work and labor where the employer has repudiated the contract before full completion. |
| Cutter v Powell | N/A | Yes | [1795] 6 Term Rep 320 | N/A | Cited in relation to quantum meruit claims. |
| Craven-Ellis v Canons, Ltd | N/A | Yes | [1936] 2 KB 403 | N/A | Cited regarding quantum meruit claims for work done under what were mistakenly thought to be valid contracts, but distinguished as irrelevant to the appeal. |
| Rover International Ltd & Ors v Cannon Film Sales Ltd | N/A | Yes | [1989] 3 All ER 423 | N/A | Cited regarding quantum meruit claims for work done under what were mistakenly thought to be valid contracts, but distinguished as irrelevant to the appeal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Agency agreement
- Beneficiaries agreement
- Repudiation
- Quantum meruit
- Null and void
- Estoppel
15.2 Keywords
- Breach of contract
- Agency
- Estoppel
- Quantum meruit
- Singapore
- Real estate
16. Subjects
- Contract Law
- Agency Law
- Restitution
- Equity
- Estoppel
17. Areas of Law
- Equity
- Contract Law
- Restitution