Seah Boon Lock v Family Food Court: Breach of Licence Agreement & Undisclosed Principal

Seah Boon Lock and Wee Lay Teng, trading as Boon Lock Duck and Noodle House, sued Family Food Court ('FFC') in the High Court of Singapore on 25 May 2007, for breach of a Licence Agreement regarding a food stall. Seah acted as an agent for his undisclosed principal, Wee. The court found that FFC wrongfully repudiated the agreement and was liable for conversion of the plaintiffs' equipment. FFC's counterclaim was dismissed, and damages were to be assessed.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Seah Boon Lock sued Family Food Court for breaching a license agreement. The court found FFC liable for wrongful repudiation and conversion, with damages to be assessed.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Seah Boon LockPlaintiffIndividualJudgment for PlaintiffWon
Wee Lay Teng trading as Boon Lock Duck and Noodle HousePlaintiffIndividualJudgment for PlaintiffWon
Family Food CourtDefendantCorporationCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Andrew AngJudgeYes

4. Counsels

Counsel NameOrganization
Harpreet SinghDrew & Napier LLC
Kelly FanDrew & Napier LLC
Timothy NgDavid Siow Chua & Tan LLC
Chua Boon ThienDavid Siow Chua & Tan LLC

4. Facts

  1. Seah signed a Letter of Offer for a Licence Agreement for the Yew Tee Stall.
  2. Seah received a letter from FFC regarding the execution of the Agreement.
  3. FFC confirmed the commencement of the licence period for the Yew Tee Stall.
  4. FFC purported to unilaterally remove the fee cap.
  5. FFC alleged that Seah promised that the stall operation at the Yew Tee Stall would be tied up with business operation at the Sungei Kadut Stall.
  6. FFC sent a Notice to Quit to Seah.
  7. FFC terminated the electricity supply to the Yew Tee Stall.

5. Formal Citations

  1. Seah Boon Lock and Another v Family Food Court, Suit 394/2005, [2007] SGHC 80

6. Timeline

DateEvent
Seah signed a Letter of Offer for a Licence Agreement for the Yew Tee Stall.
Seah received a letter from FFC regarding the execution of the Agreement.
Licence Agreement dated.
Licence period for the Yew Tee Stall commenced.
Alleged dishonest omission by plaintiffs’ employee to key into the cash register transactions amounting to $3.
FFC purported to unilaterally remove the fee cap.
FFC alleged that Seah promised that the stall operation at the Yew Tee Stall would be tied up with business operation at the Sungei Kadut Stall.
Alleged dishonest omission by plaintiffs’ employee to key into the cash register transactions amounting to $3.
FFC sent a Notice to Quit to Seah.
Plaintiffs’ solicitors informed FFC that any attempt prematurely to evict the plaintiffs from the Yew Tee Stall before expiry of the three-year term in August 2006 would be unlawful.
FFC terminated the electricity supply to the Yew Tee Stall.
FFC's solicitors alleged that FFC had validly terminated the Agreement because the Agreement was allegedly given on condition that the plaintiffs would continue to concurrently operate the Sungei Kadut Stall.
Proceedings commenced.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that FFC wrongfully repudiated the agreement.
    • Category: Substantive
    • Sub-Issues:
      • Wrongful repudiation of agreement
      • Breaching of licence agreement
  2. Undisclosed Principal
    • Outcome: The court held that the agent could bring a suit in his capacity as an agent without disclosing the identity of his principal.
    • Category: Substantive
  3. Conversion
    • Outcome: The court found FFC liable for conversion of the plaintiffs’ equipment, goods and effects at the Yew Tee Stall.
    • Category: Substantive
  4. Enforceability of Contract
    • Outcome: The court held that the writing/signature requirement in s 6(d) of the Civil Law Act is satisfied.
    • Category: Substantive

8. Remedies Sought

  1. Damages for repudiation of the Agreement
  2. Account of total cash collected by FFC
  3. Refund of security deposit
  4. Refund of overcharged Licence Fees
  5. Damages for conversion
  6. Interest and legal costs

9. Cause of Actions

  • Breach of Contract
  • Conversion

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Food and Beverage

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Hongkong & Shanghai Banking Corp v San’s Rent A-Car Pte LtdCourt of AppealYes[1994] 3 SLR 593SingaporeCited for the summary of the law on undisclosed principals.
Siu Yin Kwan v Eastern Insurance Co LtdN/AYes[1994] 2 WLR 370N/ACited for the law on undisclosed principals.
Burgess v CoxChancery DivisionYes(1950) 2 All ER 1212England and WalesCited for the principle that the requirement for writing/signature can be satisfied via two documents, of which only one has been signed.
Clarkson Booker Ltd v AndjelCourt of AppealYes[1964] 2 QB 775England and WalesCited for the principle that the institution of proceedings against either agent or principal is strong evidence of an election.
Morgan v Lifetime Building Supplies LtdSupreme Court of AlbertaYes(1967) 61 DLR (2d) 178CanadaCited for the principle that election only occurs on the obtainment of judgment against either the principal or the agent.
Petersen v MoloneyAustralian High CourtYes(1951) 84 CLR 91AustraliaCited for the principle that the entry of judgment against one of two persons alternatively liable does constitute a final and irrevocable election.
Freeman & Lockyer v Buckhurst Park Properties (Mangal) LtdN/AYes[1964] 2 QB 480N/ACited for the rule of the undisclosed principal can be rationalised as avoiding circuity of action.
Abu Dhabi National Tanker Co v Product Star Shipping Ltd (The Product Star)Queens’ Bench DivisionYes[1992] All ER 20England and WalesCited for the principle that where a nominal plaintiff brought an action, a stay would be granted until the real plaintiff provided discovery which he would have been required if he were a party to the contract.
A.F Craig & Company Ltd v A.F. & J.C. BlackaterN/AYes1923 SLT 240ScotlandCited for the principle that an agent can claim for the principal’s losses in his representational capacity.
Corfield v David GrantN/AYes(1992) 29 Con LR 58N/ACited for the principle that the loss was not an unforeseen consequence of the third party’s breach of the contract.
Chia Kok Leong v Prosperland Pte LtdCourt of AppealYes[2005] 2 SLR 484SingaporeCited for the principle that a party to a contract can only claim for his own loss arising from a breach of that contract.
Alfred McAlpine Construction Ltd v Panatown LtdN/AYes[2001] 1 AC 518N/ACited for the principle that an agent can claim for the substantial losses suffered by his undisclosed principal.
Allen v F O’Hearn & CoN/AYes[1937] AC 213N/ACited for the principle that the supposed agent’s rights would be to recover the damages suffered by him on the footing that he had been principal.
St Martins Property Corporation Ltd v Sir Robert McAlpine LtdN/AYes[1994] 1 AC 85N/ACited for the principle that in a contract for work, labour and the supply of materials, the recovery of more than nominal damages for breach of contract is dependent upon the plaintiff having a proprietary interest in the subject matter of the contract at the date of breach.
Radford v De FrobervilleN/AYes[1977] 1 WLR 1262N/ACited for the principle that if he contracts for the supply of that which he thinks serves his interests then if that which is contracted for is not supplied by the other contracting party I do not see why, in principle, he should not be compensated by being provided with the cost of supplying it through someone else or in a different way.
Morcom v Campbell-JohnsonN/AYes[1955] 3 All ER 264N/ACited for the definition of improvement.
Woodar Investment Development Ltd v Wimpey Construction UK LtdN/AYes[1980] 1 WLR 277N/ACited for the principle that the fact that a contracting party has required services to be supplied at his own cost to a third party is at least prima facie evidence of the value of those services to the party who placed the order.
Garnac Grain Co. Inc v HMF Faure and Fairclough LtdN/AYes[1966] 1 QB 650N/ACited for the principle that the third party was allowed to avail himself of defences arising out of the fraud or misrepresentation of the principal himself even when there was no fraud by the agent.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Civil Law Act (Cap 43, 1999 Rev Ed)Singapore
Conveyancing & Law of Property Act (Cap 61, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Licence Agreement
  • Undisclosed Principal
  • Yew Tee Stall
  • Sungei Kadut Stall
  • Letter of Offer
  • Oral Conditions
  • Security Deposit
  • Conversion
  • Repudiation

15.2 Keywords

  • licence agreement
  • undisclosed principal
  • breach of contract
  • conversion
  • food stall

17. Areas of Law

Area NameRelevance Score
Agency Law90
Contract Law85
Breach of Contract80
Landlord and Tenant Law75
Commercial Disputes70
Licence Agreement70
Property Law65
Repudiation65
Damages60

16. Subjects

  • Contract Law
  • Agency Law
  • Land Law