Ng Poh Guan v Chan Ai Leng: Breach of Contract & Unauthorised Renovation

In Ng Poh Guan v Chan Ai Leng, the High Court of Singapore addressed a breach of contract claim. Ng Poh Guan sued Chan Ai Leng, Apirade Pramersa, and Ak Tiong Hua, shareholders of Honey Entertainment Pte Ltd, alleging breach of an oral agreement for Ng to purchase their shares in Honey. The dispute arose after Ng carried out unauthorized renovations on the premises leased by Honey, leading the landlord to threaten repossession. The court found that Ng's unauthorized renovations constituted a breach of contract, dismissing Ng's claims and allowing the defendants' counterclaim in part. The court ordered Ng to pay damages to Ms. Chan and the second and third defendants, excluding any loss of profit if Honey had continued with the tenancy of the premises.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Claim dismissed; counterclaim allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Ng Poh Guan sued Chan Ai Leng for breach of contract related to a share purchase agreement. The court found Ng in breach due to unauthorized renovations.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ng Poh GuanPlaintiffIndividualClaim DismissedDismissed
Chan Ai LengDefendantIndividualCounterclaim Allowed in PartPartial
Apirade PramersaDefendantIndividualCounterclaim Allowed in PartPartial
Ak Tiong HuaDefendantIndividualCounterclaim Allowed in PartPartial
Honey Entertainment Pte LtdDefendantCorporationCounterclaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Kenneth TanKenneth CP Tan & Liew
Edwin KungKenneth CP Tan & Liew
MN SwamiMN Swami & Yap
Sobana SwamiMN Swami & Yap

4. Facts

  1. Ng Poh Guan agreed to buy shares in Honey Entertainment Pte Ltd from Chan Ai Leng and others.
  2. Honey Entertainment Pte Ltd had a tenancy agreement for premises at Mohamed Sultan Road.
  3. Ng Poh Guan carried out unauthorized works on the premises without the landlord's consent.
  4. The landlord threatened to re-enter the premises due to the unauthorized works.
  5. Honey Entertainment Pte Ltd surrendered the premises to the landlord.
  6. The landlord deducted $10,000 from the tenancy deposit.
  7. Ng Poh Guan claimed the defendants breached the oral agreements and sought the return of moneys paid and liquidated damages.

5. Formal Citations

  1. Ng Poh Guan v Chan Ai Leng, Suit 958/2000, [2001] SGHC 353

6. Timeline

DateEvent
Honey Entertainment Pte Ltd entered into a tenancy agreement with Hong Joo Co Pte Ltd.
Ng Poh Guan's agent offered to rent the premises from the landlord.
Ng Poh Guan met with Chan Ai Leng to discuss purchasing shares in Honey Entertainment Pte Ltd.
Ng Poh Guan and Chan Ai Leng signed a letter of intent.
Ng Poh Guan paid $100,000 as part payment for the purchase price.
Chan Ai Leng signed renovation plans at Ng Poh Guan's request.
Ng Poh Guan's solicitors forwarded a draft of a loan agreement and shareholders' agreement to the defendants' solicitors.
Keys to the premises were handed to Ng Poh Guan.
Ng Poh Guan carried out unauthorised works on the premises.
Chan Ai Leng received a call from the landlord's agent about the unauthorised works.
MN Swami sent an urgent fax to Kenneth Tan regarding the unauthorised renovation works.
Kenneth Tan replied to MN Swami denying the unauthorised renovation work.
MN Swami wrote to Kenneth Tan regarding the landlord's request to inspect the premises.
Inspection of the premises by the landlord's representative, architect, and professional engineer.
Kenneth Tan wrote to MN Swami reiterating that the clients authorised the renovation works.
The landlord's solicitors sent an urgent fax to MN Swami regarding the breach of the tenancy agreement.
The landlord's solicitors met with MN Swami and agreed that Honey would surrender the premises on 30 October 2000.
The premises were surrendered to the landlord.
MN Swami informed Kenneth Tan that the premises had been returned to the landlord.
Ng Poh Guan rescinded the sale agreement.
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Ng Poh Guan was in breach of contract by carrying out unauthorized works, making it impossible for the defendants to fulfill their part of the sale agreement.
    • Category: Substantive
    • Sub-Issues:
      • Failure to deliver draft agreement
      • Repudiation of sale agreement
  2. Breach of Tenancy Agreement
    • Outcome: The court found that Ng Poh Guan's unauthorized works constituted a breach of the tenancy agreement.
    • Category: Substantive
    • Sub-Issues:
      • Unauthorised alterations
      • Failure to obtain landlord's consent
  3. Validity of Notice of Re-entry
    • Outcome: The court accepted that the notice was invalid because the reference to cl 2(j) of the tenancy agreement was wrong and the landlord did not require Honey to remedy the breach.
    • Category: Procedural
    • Related Cases:
      • [1999] 1 SLR 263

8. Remedies Sought

  1. Return of moneys paid
  2. Liquidated damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Entertainment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lee Tat Realty v Limco Products ManufacturingHigh CourtYes[1999] 1 SLR 263SingaporeCited for the principle that a valid notice under s 18(1) of the Conveyancing and Law of Property Act must contain sufficient particulars of the alleged breach.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Conveyancing and Law of Property Act (Cap 61, 1994 Ed)Singapore
Conveyancing and Law of Property Act (Cap 61, 1994 Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Unauthorised works
  • Tenancy agreement
  • Share agreement
  • Letter of intent
  • Reinstatement costs
  • Surrender of premises
  • Repudiation
  • Mitigation of damage

15.2 Keywords

  • Breach of contract
  • Unauthorised renovation
  • Tenancy agreement
  • Share purchase
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Contract Law90
Landlord and Tenant Law85
Mitigation of damage75
Damages70
Discharge60
Breach60
Recovery of Possession50
Covenants50
Alterations50

16. Subjects

  • Contract Law
  • Landlord and Tenant
  • Property Law