Tan Chin Seng v Raffles Town Club: Misrepresentation & Breach of Contract in Club Membership

Tan Chin Seng and others, representing 4,885 members of Raffles Town Club, appealed to the Court of Appeal of Singapore against the High Court's decision dismissing their action against Raffles Town Club Pte Ltd (RTC Ltd). The members claimed misrepresentation and breach of contract, alleging that RTC Ltd failed to deliver the promised 'exclusive and premier club' experience due to over-subscription of memberships. The Court of Appeal allowed the appeal, finding RTC Ltd in breach of contract for failing to maintain the club's premier status.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Raffles Town Club members sued for misrepresentation and breach of contract, alleging the club failed to deliver promised exclusivity. The Court of Appeal allowed the appeal.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Raffles Town Club Pte LtdRespondentCorporationAppeal AllowedLost
Tan Chin SengAppellantIndividualAppeal Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of AppealYes
Lai Siu ChiuJudgeNo
Tan Lee MengJudgeNo

4. Counsels

Counsel NameOrganization
K ShanmugamAllen & Gledhill
Candace LerAllen & Gledhill
Molly LimWong Tan & Molly Lim LLC
Roland TongWong Tan & Molly Lim LLC
Wang Shao-IngWong Tan & Molly Lim LLC

4. Facts

  1. RTC Ltd launched an introductory offer for founder memberships at $28,000.
  2. Promotional materials described the Club as a premier club with first-class facilities.
  3. The promotional materials stated that the Club would have nearly 600 car park lots.
  4. The promotional materials stated that the Club's exclusive and limited membership will be fully transferable.
  5. The promotional materials stated that the Club would be without peer in terms of size, facilities and sheer opulence.
  6. The promotional materials stated that there would be two categories of individual members.
  7. The appellants understood they would be joining an exclusive and premier club.
  8. RTC Ltd admitted 18,992 founder members and 56 ordinary members.
  9. Members experienced overcrowding at the Club premises.

5. Formal Citations

  1. Tan Chin Seng and Others v Raffles Town Club Pte Ltd (No 2), CA 148/2002, Tan Chin Seng and Others v Raffles Town Club Pte Ltd (No 2)[2003] SGCA 27

6. Timeline

DateEvent
RTC Ltd initiated an introductory launch to invite members of the public to join the Club as founder members.
Appellants learned that 18,992 persons had been admitted as founder members and another 56 persons as ordinary members.
Market price for RTC membership had dropped to $11,000.
Court of Appeal delivered its decision.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that RTC Ltd breached its contract by failing to maintain the club's premier status due to over-subscription of memberships.
    • Category: Substantive
    • Sub-Issues:
      • Failure to provide premier club experience
      • Over-subscription of memberships
  2. Misrepresentation
    • Outcome: The court held that the statements in the promotional materials were not actionable representations.
    • Category: Substantive

8. Remedies Sought

  1. Rescission of Contract
  2. Refund of Membership Fee
  3. Damages

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Hospitality

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Edgington v FitzmauriceCourt of AppealYes(1885) 29 Ch 459England and WalesCited for the principle that a statement as to a man’s intention, or as to his own state of mind, is a statement of fact and a misstatement of the state of a man’s mind is a misrepresentation of fact.
Wales v WadhamN/AYes[1977] 2 All ER 125N/ACited for the principle that a statement of intention is not a representation of existing fact, unless the person making it does not honestly hold the intention he is expressing, in which case there is a misrepresentation of fact in relation to the state of that person’s mind.
Livesey v JenkinsHouse of LordsNo[1985] AC 424England and WalesCited to note that although an aspect of the decision in Wales v Wadham was overruled, the statement of Tudor Evan J was upheld and it remains valid to-date.
Brown v RaphaelCourt of AppealYes[1958] CH 636England and WalesCited to differentiate from the present case, noting that the statement in Brown v Raphael related to a matter of fact, namely, whether the annuitant had “aggregable estate” though it was expressed with the use of the word “believed”.
Forum Development Pte Ltd v Global Accent Trading Pte Ltd & AnorCourt of AppealYes[1995] 1 SLR 474SingaporeCited to substantiate the contention that a promise as to future actions could constitute actionable representation.
Scammell v OustonHouse of LordsNo[1941] AC 251England and WalesCited for the principle that there could be no contract where “the language used was so obscure and so incapable of any definite or precise meaning that this court is unable to attribute to the parties any particular contractual intention.”
Shirlaw v Southern FoundariesN/AYes[1939] 2 All ER 113N/ACited for the officious bystander test.
140 Pub Company Ltd v Hoare & AnorChancery DivisionYes140 Pub Company Ltd v Hoare & Anor (Ch Div and delivered on 21 March 2001)England and WalesCited as germane to the present case.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Misrepresentation ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Premier club
  • Founder members
  • Promotional materials
  • Exclusive membership
  • First-class facilities
  • Overcrowding
  • Membership fee
  • Rules and Regulations

15.2 Keywords

  • Contract
  • Misrepresentation
  • Club
  • Membership
  • Singapore

17. Areas of Law

Area NameRelevance Score
Contract Law80
Breach of Contract75
Contractual terms70
Misrepresentation65
Implied Terms60
Statements of Intention50

16. Subjects

  • Contract Law
  • Misrepresentation
  • Club Membership