Parkway Properties v United Artists: Restitution for Failure of Consideration in Cineplex Development

The Court of Appeal dismissed Parkway Properties Pte Ltd's appeal against the High Court's decision, ruling in favor of United Artists Singapore Theatres Pte Ltd and Pacific Media PLC. The court ordered Parkway to return $1,846,900 to United Artists, finding a total failure of consideration concerning payments made towards a proposed cineplex development at Parkway Parade Shopping Centre. The court rejected Parkway's defense of change of position, holding that it would not be inequitable for Parkway to make full restitution.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Parkway Properties' appeal dismissed; United Artists entitled to restitution of $1,846,900 due to total failure of consideration for cineplex development.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Parkway Properties Pte LtdAppellantCorporationAppeal DismissedLost
Management Corporation Strata Title Plan No. 1008AppellantCorporationAppeal DismissedLost
United Artists Singapore Theatres Pte LtdRespondentCorporationJudgment for RespondentWon
Pacific Media PLCRespondentCorporationJudgment for RespondentWon

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of the Court of AppealYes
Judith PrakashJudgeNo
Yong Pung HowChief JusticeNo

4. Counsels

Counsel NameOrganization
Kwek Yiu Wing KevinKenneth Tan Partnership
Tan Wee Kheng KennethKenneth Tan Partnership
Christopher Stephen SohArthur Loke Bernard Rada & Lee

4. Facts

  1. Parkway owned 76% of the strata lots in Parkway Parade Shopping Centre.
  2. Parkway mooted the idea of converting common areas into a 7-screen cineplex.
  3. Parkway initially discussed the development project with Golden Village Entertainment.
  4. In 1994, Parkway initiated discussions with UAST to develop the cineplex.
  5. UAST was to be the developer, managing and operating the cineplex.
  6. UAST contributed $346,900 towards the development premium.
  7. Pacific Media became the new owner of UAST.
  8. Pacific Media proposed MCST be the developers and UAST would only be responsible for fitting out the works.
  9. MCST took over the project as the developers.
  10. Parkway agreed to refund the $346,900 paid by UAST.
  11. UAST made payments totaling $1,846,900 to Parkway.
  12. Parkway sold their interest in the Shopping Centre to Lend Lease.
  13. UAST notified Lend Lease that they did not wish to proceed with the proposal to lease the cineplex.

5. Formal Citations

  1. Parkway Properties Pte Ltd and Another v United Artists Singapore Theatres Pte Ltd and Another and Another Case, CA 83/2002/A, Suit 755/2001/A, [2003] SGCA 7

6. Timeline

DateEvent
Parkway initiated discussions with UAST regarding the cineplex development.
First draft of the Conditional Agreement and Lease Agreement was created.
Land Office lowered the development premium to $8.469 million.
Parkway paid $872,487 towards the development premium to the Land Office.
UAST reimbursed Parkway $346,900 as its share of the development premium payment.
Pacific Media proposed MCST be the developers and UAST would only be responsible for fitting out the works.
Parkway paid the second instalment of $906,331.50 to the Land Office.
MCST informed UAST that the previous arrangement was null and void.
UAST confirmed their agreement to MCST taking over as developers.
CPP confirmed the taking over of the development by MCST.
Parkway reiterated that once the handing over of the project to MCST was completed, Parkway would return the $346,900.
Pacific Media assured Parkway that they had the financial ability to operate the cineplex and re-affirmed the offer to place $500,000 as good faith money.
Parkway wrote to Pacific Media asking for the remittance of the $600,000.
Pacific Media replied to Parkway, giving assurances requested.
Parkway transferred the $600,000 it received to the account of MCST.
UAST remitted the sum of $450,000 as their contribution toward Parkway’s DP instalment payment to the Land Office.
Parkway paid the remaining 80% of the DP in full to the Land Office.
UAST effected the next payment of $450,000 to Parkway.
The $600,000 was transferred back to Parkway after Parkway sold their interest in the Shopping Centre to Lend Lease.
Parkway sold their interest in the Shopping Centre.
UAST were told of the sale of Parkway's interest in the Shopping Centre.
UAST notified the new owners, Lend Lease, that they did not wish to proceed with the proposal to lease the cineplex from MCST.
The appeal was heard.
The appeal was dismissed.

7. Legal Issues

  1. Total Failure of Consideration
    • Outcome: The court found a total failure of consideration, entitling the respondents to restitution.
    • Category: Substantive
  2. Defence of Change of Position
    • Outcome: The court rejected the appellant's defence of change of position.
    • Category: Substantive

8. Remedies Sought

  1. Return of Funds
  2. Restitution

9. Cause of Actions

  • Restitution
  • Money Had and Received

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Real Estate
  • Entertainment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lipkin Gorman v KarpnaleN/AYes[1991] 2 AC 548N/ACited for the origin of the change of position defence in restitution claims.
Management Corporation Strata Title No. 473 v De Beers Jewellery Pte LtdCourt of AppealYes[2003] 2 SLR 1SingaporeCited for the three elements required to successfully raise the defence of change of position.
Sydney Harbour Casino Holdings Ltd v NMBEN/AYesSydney Harbour Casino Holdings Ltd v NMBE (1999) 9 BPR 16; 679N/ACited for the principle that pre-contract deposits are recoverable when negotiations are subject to contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Land Titles (Strata) ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Cineplex
  • Development Premium
  • Strata Lots
  • Good Faith Deposit
  • Lease Agreement
  • Total Failure of Consideration
  • Change of Position
  • Restitution

15.2 Keywords

  • Restitution
  • Failure of Consideration
  • Cineplex Development
  • Parkway Properties
  • United Artists
  • Singapore
  • Contract Law
  • Change of Position

17. Areas of Law

Area NameRelevance Score
Failure of consideration80
Breach of Contract70
Contract Law70
Unjust Enrichment60
Commercial Leasing40
Mistake30
Rescission30
Property Law20
Estoppel20
Summary Judgement10
Conveyance10

16. Subjects

  • Restitution
  • Contract Law
  • Real Estate
  • Commercial Law