Grossner Jens v Raffles Holdings: Brokerage Contract Dispute over Swissotel Acquisition
Grossner Jens, a hotel broker, sued Raffles Holdings Ltd in the High Court of Singapore on 28 November 2003, claiming a commission for brokering the sale of Swissotel. The court, presided over by Justice Tan Lee Meng, dismissed the claim, finding that there was no binding contract between the parties due to a lack of agreement on essential terms such as the scope of services and remuneration. The court also found that even if a contract existed, Grossner Jens did not successfully broker the sale, as Raffles acquired Swissotel through a competitive bidding process.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Claim dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
A hotel broker, Grossner Jens, sued Raffles Holdings for commission over the Swissotel acquisition. The court dismissed the claim, finding no binding contract.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Grossner Jens | Plaintiff | Individual | Claim Dismissed | Lost | C R Rajah SC, Sean Lim |
| Raffles Holdings Ltd | Defendant | Corporation | Judgment for Defendant | Won | K Shanmugam SC, Stanley Lai, Mak Wei Munn, Edmund Eng |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Lee Meng | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| C R Rajah SC | Hin Tat Augustine and Partners |
| Sean Lim | Hin Tat Augustine and Partners |
| K Shanmugam SC | Allen and Gledhill |
| Stanley Lai | Allen and Gledhill |
| Mak Wei Munn | Allen and Gledhill |
| Edmund Eng | Allen and Gledhill |
4. Facts
- Grossner Jens claimed entitlement to remuneration for brokering the sale of Swissotel to Raffles Holdings.
- Raffles Holdings contended there was no binding contract with Grossner Jens for brokerage services.
- Grossner Jens proposed a brokerage arrangement to Raffles on 31 January 2000.
- Raffles did not accept the terms of remuneration proposed by Grossner Jens.
- Raffles requested Grossner Jens to state the scope of services and an indicative price.
- Grossner Jens did not provide the requested information on the scope of services or the indicative price.
- Raffles acquired Swissotel through a competitive bidding exercise conducted by Credit Suisse First Boston.
5. Formal Citations
- Grossner Jens v Raffles Holdings Ltd, Suit 1371/2002, [2003] SGHC 290
6. Timeline
| Date | Event |
|---|---|
| Grossner Jens proposed a brokerage arrangement to Raffles for the acquisition of Swissotel. | |
| Raffles responded to Grossner Jens' proposal, requesting the scope of services and an indicative price. | |
| Grossner Jens sent Raffles non-confidential information about Swissotel. | |
| Raffles asked Grossner Jens to answer questions about Swissotel and provide the indicative price. | |
| Meeting between representatives of SAir and Raffles arranged by Grossner Jens. | |
| Raffles sent a draft confidentiality agreement to SAir. | |
| Credit Suisse First Boston invited Raffles to submit a bid for the purchase of Swissotel. | |
| Raffles submitted a proposal for the acquisition of Swissotel to Credit Suisse First Boston. | |
| Grossner Jens referred to the change in the conditions of the acquisition. | |
| Grossner Jens stated that remuneration has to be based on the agreed 1% of the transaction price. | |
| Acquisition of Swissotel by Raffles was completed. | |
| Grossner Jens commenced proceedings to claim commission from Raffles. | |
| Judgment was delivered dismissing Grossner Jens' claim. |
7. Legal Issues
- Formation of Contract
- Outcome: The court held that no binding contract existed because the parties did not reach an agreement on essential terms, such as the scope of services and remuneration.
- Category: Substantive
- Sub-Issues:
- Certainty of terms
- Agreement on material terms
- Related Cases:
- [2003] 3 SLR 363
- [1934] 2 KB 1
- Implied Contract
- Outcome: The court held that the plaintiff was not entitled to claim a reasonable sum on the basis of restitutionary quantum meruit.
- Category: Substantive
- Sub-Issues:
- Quantum meruit
- Restitutionary quantum meruit
- Related Cases:
- [2000] 4 SLR 559
- Breach of Contract
- Outcome: The court did not rule on breach of contract because it found that no contract existed.
- Category: Substantive
8. Remedies Sought
- Commission of 1% of the purchase price of Swissotel
9. Cause of Actions
- Breach of Contract
- Quantum Meruit
10. Practice Areas
- Commercial Litigation
11. Industries
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The Rainbow Spring | Court of Appeal | Yes | [2003] 3 SLR 363 | Singapore | Cited for the principle that negotiating parties may enter into a binding contract even though there are a few terms which have yet to be agreed upon. |
| Foley v Classique Coaches Ltd | N/A | Yes | [1934] 2 KB 1 | England and Wales | Cited for the principle that unless all the material terms of the contract are agreed there is no binding obligation. |
| Hilas & Co v Arcos Ltd | House of Lords | Yes | (1937) 147 LT 503 | United Kingdom | Cited for the principle that in light of previous dealings between the parties, some of the terms of the contract could be ascertained from previous transactions between the said parties and the custom of the trade. |
| Tamplin v Barratt | N/A | No | (1889-90) TLR 30 | N/A | Cited to support the argument that where there is a 'new intervention' in the form of a competitive bidding exercise, the claimant is not entitled to a commission. |
| Lee Siong Kee v Beng Tiong Trading, Import and Export (1998) Pte Ltd | Court of Appeal | Yes | [2000] 4 SLR 559 | Singapore | Cited for the principle that where the contract makes express provision for the agent to be remunerated only upon the happening of a certain event, he will not normally be entitled to claim reasonable remuneration on such a basis. |
| Walford v Miles | House of Lords | Yes | [1992] 2 AC 128 | United Kingdom | Cited for the principle that an agreement to negotiate, like an agreement to agree, is unenforceable simply because it lacks the necessary certainty. |
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
- Brokerage
- Commission
- Swissotel
- Raffles Holdings
- Quantum meruit
- Indicative price
- Competitive bidding
- SAirRelations AG
- Conclusion of a contract
- Scope of services
15.2 Keywords
- Contract
- Brokerage
- Commission
- Swissotel
- Raffles
- Hotel
- Acquisition
16. Subjects
- Contract Law
- Agency
- Hotel Acquisition
- Brokerage Agreement
17. Areas of Law
- Contract Law
- Agency Law
- Brokerage
- Restitution