Top Ten Entertainment v Lucky Red: Illegal Contracts & Rent Apportionment Dispute
In Top Ten Entertainment Pte Ltd v Lucky Red Investments Ltd, the Court of Appeal of Singapore heard an appeal concerning a dispute over tenancy agreements. Top Ten Entertainment, the tenant, sought a refund of hiring charges paid to Lucky Red Investment, the landlord, arguing that the charges were part of an illegal scheme to defraud the revenue authority. The High Court rejected Top Ten's claim, but allowed Lucky Red's counterclaim for arrears of rent. The Court of Appeal dismissed the appeal regarding the hiring charges but allowed the appeal regarding the arrears of rent, meaning Top Ten was not required to pay the alleged arrears of rent.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Top Ten Entertainment sought a refund of hiring charges, claiming illegal contract. Court dismissed the appeal regarding hiring charges but allowed appeal regarding rent arrears.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Top Ten Entertainment Pte Ltd | Appellant | Corporation | Appeal allowed in part | Partial | Michael Hwang, Ginny Chew |
| Lucky Red Investments Ltd | Respondent | Corporation | Appeal dismissed in part | Partial | Peter Pang |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | Yes |
| Judith Prakash | Judge | No |
| Yong Pung How | Chief Justice | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Michael Hwang | Allen and Gledhill |
| Ginny Chew | Allen and Gledhill |
| Peter Pang | Peter Pang and Co |
4. Facts
- Top Ten Entertainment was the tenant of premises owned by Lucky Red Investments.
- The rent was divided into two components: rent for the premises and hiring charges for furniture and fittings.
- The amount allocated for hiring charges did not reflect the value of the furniture and fittings.
- Lucky Red Investments submitted the tenancy agreements to the revenue authority.
- Top Ten Entertainment claimed the apportionment of rent was designed to distort revenue.
- A dispute arose over whether a rent reduction agreed in 1999 was extended to 2000.
- The revenue authority assessed the annual value of the premises independently.
5. Formal Citations
- Top Ten Entertainment Pte Ltd v Lucky Red Investments Ltd, CA 137/2003, [2004] SGCA 43
- Top Ten Entertainment Pte Ltd v Lucky Red Investments Ltd, , [2004] 2 SLR 199
6. Timeline
| Date | Event |
|---|---|
| First tenancy agreement between Top Ten Entertainment and Premier Theatre. | |
| Second tenancy agreement between Top Ten Entertainment and Lucky Red Investments. | |
| Third tenancy agreement between Top Ten Entertainment and Lucky Red Investments. | |
| Fourth tenancy agreement between Top Ten Entertainment and Lucky Red Investments. | |
| Fifth tenancy agreement between Top Ten Entertainment and Lucky Red Investments. | |
| Sixth tenancy agreement between Top Ten Entertainment and Lucky Red Investments. | |
| Seventh tenancy agreement executed between Top Ten Entertainment and Lucky Red Investments. | |
| Lucky Red Investments agreed to reduce rent to SGD 58,000 per month until 30 June 1999. | |
| Lucky Red Investments sent a letter to Top Ten Entertainment regarding rental reduction. | |
| Lucky Red Investments wrote to Top Ten Entertainment expressing dissatisfaction with late payments. | |
| Top Ten Entertainment replied to Lucky Red Investments regarding rental payments. | |
| Lucky Red Investments replied to Top Ten Entertainment regarding rental arrears. | |
| Top Ten Entertainment replied to Lucky Red Investments regarding rental agreement. | |
| Expiration of the sixth tenancy agreement. | |
| Lucky Red Investments' solicitors demanded payment of outstanding rent. | |
| Leivest International Pte Ltd became the new owner of the premises. | |
| Court hearing. | |
| Court of Appeal dismissed the appeal regarding hiring charges but allowed the appeal regarding the arrears of rent. |
7. Legal Issues
- Illegality of Contract
- Outcome: The court held that the successive tenancy agreements were not illegal contracts.
- Category: Substantive
- Sub-Issues:
- Object of defrauding revenue authority
- Whether tenant was in pari delicto
- Related Cases:
- [1945] 62 TLR 85
- [1951] 2 All ER 264
- [1936] 1 KB 169
- Arrears of Rent
- Outcome: The court found that there was an agreement to extend the reduced rent up to November 2000.
- Category: Substantive
- Sub-Issues:
- Oral agreement for rent reduction
- Admissibility of hearsay evidence
- Admissibility of Evidence
- Outcome: The court found that the trial judge relied on inadmissible hearsay evidence.
- Category: Procedural
- Sub-Issues:
- Hearsay evidence
- Weight of documentary evidence
8. Remedies Sought
- Refund of hiring charges
- Payment of arrears of rent
9. Cause of Actions
- Claim for refund of hiring charges
- Claim for arrears of rent
10. Practice Areas
- Commercial Litigation
- Real Estate Law
11. Industries
- Entertainment
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chartered Bank v The City Council of Singapore | Unknown | Yes | [1959–1986] SPTC 1 | Singapore | Discussed approaches to arrive at the annual value of a property. |
| Tan Chong Realty (Pte) Ltd v Chief Assessor | Unknown | Yes | [1959–1986] SPTC 338 | Singapore | Discussed approaches to arrive at the annual value of a property. |
| Miller v Karlinski | Court of Appeal | Yes | (1945) 62 TLR 85 | England | Cited regarding the illegality of contracts designed to defraud the revenue authority. |
| Napier v National Business Agency, Ltd | Court of Appeal | Yes | [1951] 2 All ER 264 | England | Cited regarding the illegality of contracts designed to evade tax. |
| Alexander v Rayson | Court of Appeal | Yes | [1936] 1 KB 169 | England | Cited regarding the illegality of contracts designed to deceive public officials. |
| Taylor v Chester | Queen's Bench | Yes | (1869) LR 4 QB 309 | England | Cited regarding the distinction between enforcing an unlawful agreement and asserting a right to property acquired under such an agreement. |
| Tinsley v Milligan | House of Lords | Yes | [1993] 3 All ER 65 | England | Cited regarding the recovery of property interests acquired as a result of an illegal transaction. |
| Parkinson v College of Ambulance, Limited and Harrison | King's Bench | Yes | [1925] 2 KB 1 | England | Cited regarding the irrecoverability of money paid under an illegal contract. |
| Browne v Dunn | House of Lords | Yes | (1893) 6 R HL 67 | United Kingdom | Cited regarding the rule in Browne v Dunn relating to cross-examination of witnesses. |
| Lo Sook Ling Adela v Au Mei Yin Christina | Unknown | Yes | [2002] 1 SLR 408 | Singapore | Cited regarding the principle that an appellate court should not lightly disturb a finding of fact. |
| Khoo Sit Hoh v Lim Thean Tong | Privy Council | Yes | [1912] AC 323 | Malaysia | Cited regarding the principle that an appellate court should not lightly disturb a finding of fact. |
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
- Hiring charges
- Tenancy agreement
- Revenue authority
- Apportionment of rent
- Illegal contract
- Arrears of rent
- In pari delicto
15.2 Keywords
- tenancy agreement
- hiring charges
- illegal contract
- rent arrears
- Singapore
- contract law
- Top Ten Entertainment
- Lucky Red Investments
16. Subjects
- Contract Law
- Landlord and Tenant
- Taxation
17. Areas of Law
- Contract Law
- Landlord and Tenant Law
- Evidence Law
- Tax Law