Nop Wen Xuan v Leong Hwa Chan Si: Parol Evidence Rule & Privity of Contract
Nop Wen Xuan Cultural Artifacts Pte Ltd sued Leong Hwa Chan Si Temple and Chia Eng Soon in the High Court of Singapore, alleging breach of contract. The plaintiffs claimed that the defendants breached an agreement for the marketing and sale of niches in a columbarium. The court dismissed the plaintiffs' claim, finding that the plaintiffs were not a party to the original contract and that the original contracting party had breached the agreement.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claim dismissed with costs to the defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed Nop Wen Xuan's claim against Leong Hwa Chan Si Temple, holding that the parol evidence rule barred implied terms contradicting the contract and that there was no privity of contract.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Nop Wen Xuan Cultural Artifacts Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Dismissed | |
| Leong Hwa Chan Si Temple | Defendant | Association | Judgment for Defendant | Won | |
| Chia Eng Soon | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Rey Foo Jong Han | KS Chia Gurdeep & Param |
| Peter Ezekiel | Edwin Tay & Co |
| Edwin Tay | Edwin Tay & Co |
4. Facts
- NOP Wen Xuan Cultural Artifacts Pte Ltd was incorporated to take over the assets and liabilities of NOP Wen Xuan Cultural Artifacts partnership.
- The partnership had an agreement with Leong Hwa Chan Si Temple to market and sell niches in a columbarium.
- The agreement stipulated fixed prices for the niches and commission rates for the firm.
- The plaintiffs alleged that the defendants hindered their marketing efforts and failed to pay commissions.
- The defendants argued that the firm breached the agreement and that the plaintiffs were not a party to the contract.
- The firm was required to submit all relevant publicity and promotion materials to the first defendants for prior vetting and approval.
- The first defendants terminated the agreement due to breaches committed by the firm.
5. Formal Citations
- Nop Wen Xuan Cultural Artifacts Pte Ltd v Leong Hwa Chan Si Temple and Another, Suit 1027/2002, [2003] SGHC 300
6. Timeline
| Date | Event |
|---|---|
| NOP Wen Xuan Cultural Artifacts partnership registered. | |
| Agreement signed between Leong Hwa Chan Si Temple and NOP Wen Xuan Cultural Artifacts partnership. | |
| AsiaCorp Holding Pte Ltd incorporated. | |
| NOP Wen Xuan Cultural Artifacts Pte Ltd incorporated. | |
| NOP Wen Xuan Cultural Artifacts partnership terminated. | |
| Three-day prayer event organized by efuneral21 Pte Ltd. | |
| Firm inserted an apology to the first defendants in the Chinese newspaper Lianhe Wanbao and Shin Min ReBao. | |
| Payment of part of the commission, in the sum of $297,000 on or about 8 May 2001, for 27 niches sold by the plaintiffs. | |
| First defendants sent termination letter to the firm. | |
| First defendants wrote to the plaintiffs to press for payment from customers who were in arrears or in default, of their instalment payments. | |
| First defendants gave notice that there were bad debts of $456,895 arising from 146 niches sold by the firm. | |
| First defendants counter-claimed a sum of $21,640 after setting off the firm's commission and publicity and other expenses billed to the firm/plaintiffs. | |
| Plaintiffs commenced action. | |
| Madam Tan sold 100 niches for Octopus-Link Private Limited from March to June 2003. | |
| Judgment issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that the firm, not the first defendants, was in breach of the agreement.
- Category: Substantive
- Privity of Contract
- Outcome: The court held that there was no privity of contract between the plaintiffs and the first defendants.
- Category: Procedural
- Parol Evidence Rule
- Outcome: The court applied the parol evidence rule to exclude implied terms that contradicted the express terms of the agreement.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Religious Services
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act Cap 97 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Niches
- Columbarium
- Commission
- Agreement
- Marketing
- Sales Agent
- Parol Evidence Rule
- Privity of Contract
15.2 Keywords
- Contract
- Breach
- Agreement
- Niches
- Columbarium
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Breach of Contract | 80 |
| Agency Law | 40 |
| Estoppel | 30 |
| Misrepresentation | 25 |
| Inducement of Breach of Contract | 20 |
| Company Law | 15 |
16. Subjects
- Contract Law
- Agency Law