Justlogin v Oversea-Chinese Banking Corp: Damages Assessment for Loss of Chance in iProp Asset Sale

In Justlogin Pte Ltd and Another v Oversea-Chinese Banking Corp Ltd and Another, the Singapore High Court addressed cross-appeals regarding the assistant registrar's assessment of damages. The case stemmed from a breach of contract by Oversea-Chinese Banking Corporation Limited (OCBC) for failing to procure the execution of an asset sale agreement between Justlogin Pte Ltd (JLI) and iPropertyNet Pte Ltd (iProp). The court allowed JLI's appeal, set aside the previous award of $280,000, and awarded damages of $1.53 million to JLI, dismissing the defendants' appeal.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

JLI's appeal allowed; defendants' appeal dismissed. Damages of $1.53m awarded to JLI.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Assessment of damages for breach of contract concerning a failed asset sale. The court valued the loss of chance and awarded damages.

1.7 Decision Date

19 November 2006

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Bank of Singapore Limited	Defendant, Respondent	Corporation	Appeal Dismissed	Lost	Vinodh Coomaraswamy of Shook Lin & Bok Georgina Lum of Shook Lin & Bok Marcus Yip of Shook Lin & Bok
Oversea-Chinese Banking Corp Ltd	Defendant, Respondent	Corporation	Appeal Dismissed	Lost	Vinodh Coomaraswamy of Shook Lin & Bok Georgina Lum of Shook Lin & Bok Marcus Yip of Shook Lin & Bok
Justlogin Pte Ltd	Plaintiff, Appellant	Corporation	Appeal Allowed	Won	Foo Maw Shen of Yeo Wee Kiong Law Corporation Daryl Ong of Yeo Wee Kiong Law Corporation
Justlogin Holding Pte Ltd	Plaintiff, Appellant	Corporation	Appeal Allowed	Won	Foo Maw Shen of Yeo Wee Kiong Law Corporation Daryl Ong of Yeo Wee Kiong Law Corporation

3. Judges

Judge Name	Title	Delivered Judgment
Tay Yong Kwang	Judge	Yes

4. Counsels

Counsel Name	Organization
Vinodh Coomaraswamy	Shook Lin & Bok
Georgina Lum	Shook Lin & Bok
Marcus Yip	Shook Lin & Bok
Foo Maw Shen	Yeo Wee Kiong Law Corporation
Daryl Ong	Yeo Wee Kiong Law Corporation

4. Facts

Justlogin Pte Ltd (JLI) and Oversea-Chinese Banking Corp Ltd (OCBC) entered into two deeds on 20 July 2001.
OCBC, through eVentures, invested $2m in JLI, acquiring 16.6% of JLI’s shareholding.
OCBC also held 57.23% of iPropertyNet Pte Ltd (iProp) shares.
The deeds required JLI to enter into an agreement with iProp to acquire iProp's assets.
OCBC did not take reasonable steps to procure the execution of the iProp Assets Sale Agreement.
The iProp Assets Sale Agreement was not executed, leading to iProp's liquidation.
JLI claimed damages for OCBC's failure to fulfill their obligations under the deeds.

5. Formal Citations

Justlogin Pte Ltd and Another v Oversea-Chinese Banking Corp Ltd and Another, Suit 938/2002, RA 41/2006, 44/2006, [2006] SGHC 209
Justlogin Pte Ltd and another v Oversea-Chinese Banking Corporation Limited and another, , [2004] 1 SLR 118
Oversea-Chinese Banking Corporation Limited and another v Justlogin Pte Ltd and another, , [2004] 2 SLR 675
Merteks Pte Ltd v Straits Engineers Contracting Pte Ltd, , [1995] SGHC 28
Allied Maples Group Ltd v Simmons & Simmons (a firm), , [1995] 4 All ER 907
Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and anor, , [2005] 1 SLR 661
Bank of Credit and Commerce International SA v Ali (No 2), , [1999] 4 All ER 83
Smith New Court Securities Ltd v Citibank NA, , [1997] AC 254
Attorney-General of Ceylon v Mackie, , [1952] 2 All ER 775
Ministry of Defence v Wheeler, , [1998] 1 All ER 1790

6. Timeline

Date	Event
2001-07-20	Deeds entered into between Justlogin Pte Ltd and Oversea-Chinese Banking Corp Ltd
2001-08-01	Oversea-Chinese Banking Corp Ltd held 57.23% of iProp's shares
2001-08-29	Oversea-Chinese Banking Corp Ltd completed the acquisition of additional shares
2001-09-01	Stringent performance targets set for Justlogin Pte Ltd
2001-09-29	Initial deadline for Justlogin Pte Ltd and iProp to conclude the iProp Assets Sale Agreement
2001-10-13	Extended deadline for Justlogin Pte Ltd and iProp to conclude the iProp Assets Sale Agreement
2002-03-27	Voluntary liquidation of iProp by its members
2004-01-01	Kan Ting Chiu J's decision in Justlogin Pte Ltd and another v Oversea-Chinese Banking Corporation Limited and another [2004] 1 SLR 118
2004-02-01	Court of Appeal's decision in Oversea-Chinese Banking Corporation Limited and another v Justlogin Pte Ltd and another [2004] 2 SLR 675
2006-11-20	Judgment reserved by Tay Yong Kwang J
2006-11-20	Decision Date

7. Legal Issues

Breach of Contract
- Outcome: The court found that the defendants breached their contractual obligations.
- Category: Substantive
- Sub-Issues:
  - Failure to procure execution of agreement
  - Failure to use best endeavors
- Related Cases:
  - [2004] 1 SLR 118
  - [2004] 2 SLR 675
Assessment of Damages
- Outcome: The court determined the appropriate measure of damages for the loss of a chance and awarded $1.53 million.
- Category: Substantive
- Sub-Issues:
  - Appropriate measure of value of loss of chance
  - Causation
  - Mitigation of damages
- Related Cases:
  - [1995] SGHC 28
  - [1995] 4 All ER 907
  - [2005] 1 SLR 661
  - [1999] 4 All ER 83
  - [1997] AC 254
  - [1952] 2 All ER 775
  - [1998] 1 All ER 1790
Causation
- Outcome: The court found that the defendants' breach caused the loss of a chance for the plaintiffs.
- Category: Substantive
- Sub-Issues:
  - Whether breach caused loss of chance
- Related Cases:
  - [2005] 1 SLR 661

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation
Banking Litigation

11. Industries

Banking
Information Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Justlogin Pte Ltd and another v Oversea-Chinese Banking Corporation Limited and another	High Court	Yes	[2004] 1 SLR 118	Singapore	Original trial decision establishing breach of contract.
Oversea-Chinese Banking Corporation Limited and another v Justlogin Pte Ltd and another	Court of Appeal	Yes	[2004] 2 SLR 675	Singapore	Affirmed the trial judge's decision on the breach of contract.
Merteks Pte Ltd v Straits Engineers Contracting Pte Ltd	High Court	Yes	[1995] SGHC 28	Singapore	Cited for the approach to assessing damages for loss of opportunity to make profits.
Allied Maples Group Ltd v Simmons & Simmons (a firm)	Court of Appeal	Yes	[1995] 4 All ER 907	England and Wales	Cited for adopting a broad and pragmatic approach in determining whether the breach caused the loss of a chance.
Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and anor	Court of Appeal	Yes	[2005] 1 SLR 661	Singapore	Cited for the principles on establishing causation for the loss of a chance.
Bank of Credit and Commerce International SA v Ali (No 2)	Court of Appeal	Yes	[1999] 4 All ER 83	England and Wales	Cited for the principle that the chance which was lost must be real or substantial.
Smith New Court Securities Ltd v Citibank NA	House of Lords	Yes	[1997] AC 254	United Kingdom	Cited for the principle that the court has the power to fix some other date which is appropriate in the circumstances for assessment of damages.
Attorney-General of Ceylon v Mackie	Privy Council	Yes	[1952] 2 All ER 775	Sri Lanka	Cited for the principle that if it is proved in a particular case that at the relevant date the business could not have been sold for more than the value of its tangible assets, then that must be taken to be its value as a going concern.
Ministry of Defence v Wheeler	N/A	Yes	[1998] 1 All ER 1790	N/A	Cited in Chitty on Contracts for the principle that the chance to be applied must be evaluated as a percentage of a percentage.

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

iProp Assets Sale Agreement
Loss of Chance
Best Endeavours
Net Tangible Assets
Future Maintainable Profits
Causation
Mitigation
Valuation
Minority Oppression
Financial Cleansing

15.2 Keywords

breach of contract
damages
loss of chance
assessment
iProp
Justlogin
OCBC
asset sale
valuation

17. Areas of Law

Area Name	Relevance Score
Damages	95
Breach of Contract	90
Assessment of Damages	85
Contract Law	80
Loss of Chance	75
Causation	70
Mitigation of Damages	65
Valuation of Company	55
Company Law	40
Liquidated Damages	30
Penalties	20

16. Subjects

Contract Law
Damages
Banking
Mergers and Acquisitions