Teh Guek Ngor Engelin v Chia Ee Lin: Wrongful Termination of Consultancy Agreement Dispute

The Court of Appeal heard an appeal by Teh Guek Ngor Engelin, Kau Yong Meng, and Chen Lai Fong Tracy against Chia Ee Lin Evelyn and Koh Lee Kheng Florence, concerning the wrongful termination of a consultancy agreement. The High Court had ruled in favor of Evelyn Chia, finding that there was no oral contract or compromise agreement. The Court of Appeal upheld the trial judge's decision, dismissing the appeal and ordering the appellants to pay costs.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding wrongful termination of a consultancy agreement. The court upheld the trial judge's decision, finding no oral contracts or compromise agreement.

1.7 Decision Date

5 April 2005

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Chia Ee Lin Evelyn	Respondent	Individual	Appeal Dismissed	Won	Christopher Anand Daniel of Allen and Gledhill K Shanmugam of Allen and Gledhill Sonita Jeyapathy of Allen and Gledhill
Teh Guek Ngor Engelin nee Tan	Appellant	Individual	Appeal Dismissed	Lost	Davinder Singh of Drew and Napier LLC Harpreet Singh Nehal of Drew and Napier LLC Nicolas Tang of Drew and Napier LLC
Kau Yong Meng	Appellant	Individual	Appeal Dismissed	Lost	Davinder Singh of Drew and Napier LLC Harpreet Singh Nehal of Drew and Napier LLC Nicolas Tang of Drew and Napier LLC
Chen Lai Fong Tracy	Appellant	Individual	Appeal Dismissed	Lost	Davinder Singh of Drew and Napier LLC Harpreet Singh Nehal of Drew and Napier LLC Nicolas Tang of Drew and Napier LLC
Koh Lee Kheng Florence	Respondent	Individual	Costs Awarded	Won	Jimmy Yap of Jimmy Yap and Co

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of Appeal	No
Choo Han Teck	Judge	Yes
Yong Pung How	Chief Justice	No

4. Counsels

Counsel Name	Organization
Christopher Anand Daniel	Allen and Gledhill
K Shanmugam	Allen and Gledhill
Sonita Jeyapathy	Allen and Gledhill
Davinder Singh	Drew and Napier LLC
Harpreet Singh Nehal	Drew and Napier LLC
Nicolas Tang	Drew and Napier LLC
Jimmy Yap	Jimmy Yap and Co

4. Facts

Evelyn Chia was a consultant at Engelin Teh & Young, later Engelin Teh & Partners.
Chia's consultancy agreements stipulated a profit-sharing arrangement.
A fourth consultancy agreement increased Chia's profit share to 45% for specific projects.
The land developer withdrew the appointment of Evelyn Chia as solicitor for five projects.
Engelin Teh demanded Chia refund 15% of fees collected under the fourth consultancy agreement.
Engelin Teh terminated Chia's consultancy on 19 April 2001.
Chia claimed wrongful termination of the fourth consultancy agreement.

5. Formal Citations

Teh Guek Ngor Engelin nee Tan and Others v Chia Ee Lin Evelyn and Another, CA 80/2004, [2005] SGCA 19
Chia Ee Lin Evelyn v Teh Guek Ngor Engelin, , [2004] SGHC 193

6. Timeline

Date	Event
1994-01-01	Evelyn Chia joined M/s Colin Ng & Partners as a partner.
1995-01-01	Evelyn Chia changed her position to consultant at M/s Colin Ng & Partners.
1996-09-01	Evelyn Chia joined Engelin Teh in a new firm, M/s Engelin Teh & Young, as a consultant.
1996-09-09	First consultancy agreement signed.
1998-02-25	Second consultancy agreement signed.
1999-01-01	Young Chee Foong left Engelin Teh & Young.
1999-10-06	Evelyn Chia's consultancy retained at M/s Engelin Teh & Partners under the third consultancy agreement.
2000-03-01	Evelyn Chia appointed solicitor for a land developer.
2000-04-13	Fourth consultancy agreement signed.
2001-01-01	The land developer merged with another company, withdrawing the appointment of Evelyn Chia.
2001-04-18	Engelin Teh spoke to Evelyn Chia about the possibility of reappointment to the five projects.
2001-04-19	Engelin Teh terminated Evelyn Chia's consultancy.
2001-04-19	Engelin Teh wrote a memorandum to Evelyn Chia.
2001-04-23	Evelyn Chia replied to the 19 April memorandum.
2002-10-11	Evelyn Chia filed her claim against Engelin Teh in the High Court.
2005-04-06	Court of Appeal dismissed the appeal.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the consultancy agreement was wrongfully terminated.
- Category: Substantive
- Sub-Issues:
  - Wrongful Termination
  - Damages Assessment
- Related Cases:
  - [1848] 1 Exch 850
  - [2001] 1 AC 268
Formation of Contract
- Outcome: The court found that no oral contracts or compromise agreement were concluded between the parties.
- Category: Substantive
- Sub-Issues:
  - Intention to create legal relations
  - Offer and acceptance
Assessment of Damages
- Outcome: The court upheld the trial judge's quantification of damages due to the respondent.
- Category: Substantive
- Sub-Issues:
  - Reasonable Notice Period
  - Mitigation of Loss

8. Remedies Sought

Damages for wrongful termination
Account of profits

9. Cause of Actions

Breach of Contract
Wrongful Termination

10. Practice Areas

Commercial Litigation
Contract Disputes

11. Industries

Legal Services

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Robinson v Harman	N/A	Yes	[1848] 1 Exch 850	N/A	Cited for the principle that damages should place the injured party in the same position as if the contract had been performed.
Attorney General v Blake	House of Lords	No	[2001] 1 AC 268	N/A	Cited for the principle that an account of profits may be a remedy for breach of contract in exceptional circumstances.
Attorney General v Blake	Court of Appeal	No	[1998] Ch 439	N/A	Cited for the discussion of situations where justice requires the award of restitutionary damages.
Vibert v Eastern Telegraph Co	N/A	Yes	(1883) Cab & El 17	N/A	Cited for the principle that a contract of indefinite duration is terminable by either party giving reasonable notice.
Richardson v Koefod	N/A	Yes	[1969] 1 WLR 1812	N/A	Cited for the principle that a contract of indefinite duration is terminable by either party giving reasonable notice.
Trevor Griffiths v Oceanroutes (SEA) Pte Ltd	High Court	No	[1997] SGHC 206	Singapore	Cited as an example where a three-month notice period was found to be reasonable.
Latham v Credit Suisse First Boston	Court of Appeal	No	[2000] 2 SLR 693	Singapore	Cited as an example where a one-month notice period was deemed acceptable.
The Karting Club of Singapore v David Mak	High Court	Yes	[1992] 2 SLR 483	Singapore	Cited for the principle that the power to award costs is completely unfettered.
Soon Peng Yam v Maimon bte Ahmad	N/A	Yes	[1996] 2 SLR 609	Singapore	Cited for the principle that the appellate court would not interfere with the exercise of a court’s discretion on costs except in clear cases.
MK (Project Management) Ltd v Baker Marine Energy Pte Ltd	N/A	No	[1995] 1 SLR 36	Singapore	Cited for reasons given in respect of appeals on facts.
Aircharter World Pte Ltd v Kontena Nasional Bhd	N/A	No	[1999] 3 SLR 1	Singapore	Cited for reasons given in respect of appeals on facts.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Supreme Court of Judicature Act (Cap 322, 1985 Rev Ed)	Singapore
Rules of the Supreme Court (Cap 322, R 5, 1990 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Consultancy agreement
Profit sharing
Wrongful termination
Accord and satisfaction
Compromise agreement
Reasonable notice
Mitigation of damages
Drop hands settlement

15.2 Keywords

Contract
Consultancy
Termination
Damages
Singapore
Appeal

17. Areas of Law

Area Name	Relevance Score
Contract Law	80
Breach of Contract	75
Wrongful Termination	70
Damages Assessment	70
Consultancy Agreement	65
Remedies	60
Formation of contract	50
Employment Law	50

16. Subjects

Contract Law
Employment Law
Commercial Litigation