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

Family Food Court, an operator of food courts, appealed against the High Court's decision in favor of Seah Boon Lock and Wee Lay Teng, who operated duck rice stalls. The respondents claimed wrongful repudiation of a license agreement for a stall at Yew Tee Food Court. The Court of Appeal dismissed the appeal, finding that Seah Boon Lock acted for himself and not as an agent for an undisclosed principal. The court also addressed the legal principles concerning undisclosed principals and the recovery of damages.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed; each party to bear its own costs of the appeal. The court found that there was no undisclosed principal.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Family Food Court sued for wrongful repudiation of a license agreement. The court examined if an agent can claim damages for an undisclosed principal.

1.7 Decision Date

15 July 2008

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Family Food Court (a firm)	Appellant	Partnership	Appeal Dismissed	Lost	Tan Cheng Han, Timothy Ng
Seah Boon Lock	Respondent	Individual	Judgment Upheld	Won	Harpreet Singh Nehal, Kelly Fan
Wee Lay Teng	Respondent	Individual	Judgment Upheld	Won	Harpreet Singh Nehal, Kelly Fan

3. Judges

Judge Name	Title	Delivered Judgment
Chan Sek Keong	Chief Justice	No
Andrew Phang Boon Leong	Justice of the Court of Appeal	Yes
V K Rajah	Justice of the Court of Appeal	No

4. Counsels

Counsel Name	Organization
Tan Cheng Han	David Siow Chua & Tan LLC
Timothy Ng	David Siow Chua & Tan LLC
Harpreet Singh Nehal	Drew & Napier LLC
Kelly Fan	Drew & Napier LLC

4. Facts

Family Food Court operated food courts at Yew Tee and Sungei Kadut.
Seah Boon Lock and Wee Lay Teng managed the Yu Kee duck rice stalls.
Seah Boon Lock entered into a licence agreement with Family Food Court for a stall at Yew Tee Food Court.
Family Food Court alleged a tie-up arrangement requiring Seah Boon Lock to operate a stall at Sungei Kadut.
Seah Boon Lock terminated the Sungei Kadut stall operations.
Family Food Court terminated the electricity supply to the Yew Tee Stall.
Seah Boon Lock sued for wrongful repudiation of the licence agreement.

5. Formal Citations

Family Food Court (a firm) v Seah Boon Lock and Another (trading as Boon Lock Duck and Noodle House), CA 75/2007, [2008] SGCA 31
Seah Boon Lock v Family Food Court, , [2007] 3 SLR 362
Chia Kok Leong v Prosperland Pte Ltd, , [2005] 2 SLR 484
Prosperland Pte Ltd v Civic Construction Pte Ltd, , [2004] 4 SLR 129
RSP Architects Planners & Engineers v Ocean Front Pte Ltd, , [1996] 1 SLR 113
RSP Architects Planners & Engineers (Raglan Squire & Partners FE) v MCST Plan No 1075, , [1999] 2 SLR 449
Abdul Gaffar v Chua Kwang Yong, , [1994] 2 SLR 645
Lee Kuan Yew v Tang Liang Hong (No 1), , [1997] 2 SLR 819
Wee Soon Kim Anthony v Law Society of Singapore, , [2001] 4 SLR 25
Williams Dunlop v George Anthony Lambert, , (1839) 6 Cl & Fin 600
The Albazero, , [1977] AC 774
Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd, , [1994] 1 AC 85
Alfred McAlpine Construction Ltd v Panatown Ltd, , [2001] 1 AC 518
Darlington Borough Council v Wiltshier Northern Ltd, , [1995] 1 WLR 68
Hongkong & Shanghai Banking Corp v San’s Rent A-Car Pte Ltd, , [1994] 3 SLR 593
The Rainbow Spring, , [2003] 3 SLR 362
Siu Yin Kwan v Eastern Insurance Co, , [1994] 2 AC 199
Woodar Investment Development Ltd v Wimpey Construction UK Ltd, , [1980] 1 WLR 277
Ruxley Electronics and Construction Ltd v Forsyth, , [1996] 1 AC 344
Hadley v Baxendale, , (1854) 9 Exch 341
Alexander Corfield v David Grant, , (1992) 59 BLR 102
Garnac Grain Company Incorporated v H M F Faure & Fairclough Ltd, , [1966] 1 QB 650
The World Era, , [1992] 1 Lloyd’s Rep 45
Pegang Mining Co Ltd v Choong Sam, , [1969] 2 MLJ 52
Wytcherley v Andrews, , (1871) LR 2 P & D 327
Sheriffa Zeinab v Syed Hood Al Joffree, , (1910) 2 MC 12
Radford v De Froberville, , [1977] 1 WLR 1262
GUS Property Management Ltd v Littlewoods Mail Order Stores Ltd, , (1982) SLT 533

6. Timeline

Date	Event
2003-03-10	Lim Fah Choy entered into a tenancy agreement with the appellant for the Sungei Kadut Stall.
2003-04-01	Seah Boon Lock signed a letter of offer for a three-year fixed term licence agreement for the Yew Tee Stall.
2003-05-05	Seah Boon Lock informed the appellant of terminating the Tenancy Agreement for the Sungei Kadut Stall.
2003-06-30	Scheduled last day of operations at the Sungei Kadut Stall.
2003-07-10	The Agreement was signed by Seah Boon Lock.
2003-08-15	Family Food Court sent a letter to Seah Boon Lock regarding the tie-up arrangement.
2003-08-22	Business at the Yew Tee Stall commenced.
2003-09-05	Lim Fah Choy informed the appellant of terminating the Tenancy Agreement for the Sungei Kadut Stall.
2003-09-30	Scheduled cessation of operations at the Sungei Kadut Stall.
2003-10-21	Family Food Court sent a letter to Seah Boon Lock confirming the licence period for the Yew Tee Stall.
2003-11-01	Seah Boon Lock acknowledged the letter confirming the licence period for the Yew Tee Stall.
2004-01-01	Operations at the Sungei Kadut Stall ceased.
2004-02-11	Lim Fah Choy informed the appellant that the Tenancy Agreement would be terminated.
2004-03-18	Family Food Court stated that it would lift the Licence Fee Cap in respect of the Yew Tee Stall.
2005-03-30	Family Food Court sent a Notice to Quit to Seah Boon Lock.
2005-04-12	Seah Boon Lock's solicitors informed the appellant that any attempt to evict Seah Boon Lock would be unlawful.
2005-04-15	Family Food Court terminated the electricity supply to the Yew Tee Stall and retained the sales proceeds.
2005-04-15	Family Food Court's solicitors alleged that the appellant had validly terminated the Agreement.
2006-07-18	Statement of Claim (Amendment No 3) filed.
2006-08-21	Expiry of the three-year licence term.
2007-01-01	Seah Boon Lock v Family Food Court [2007] 3 SLR 362.
2008-07-16	Decision Date

7. Legal Issues

Wrongful Repudiation of Contract
- Outcome: The court found that the appellant had wrongfully repudiated the Agreement.
- Category: Substantive
- Sub-Issues:
  - Existence of Tie-Up Arrangement
  - Validity of Termination
Locus Standi of Agent for Undisclosed Principal
- Outcome: The court found that the first respondent acted for himself and not as an agent for an undisclosed principal.
- Category: Procedural
- Sub-Issues:
  - Right to Claim Damages
  - Identification of Principal

8. Remedies Sought

Damages for Repudiation
Account of Sales Proceeds
Refund of Security Deposit
Damages for Conversion

9. Cause of Actions

Breach of Contract
Wrongful Repudiation

10. Practice Areas

Commercial Litigation
Contract Disputes

11. Industries

Food and Beverage

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Seah Boon Lock v Family Food Court	High Court	Yes	[2007] 3 SLR 362	Singapore	The judgment under appeal; the court refers to the trial judge's findings and reasoning.
GUS Property Management Ltd v Littlewoods Mail Order Stores Ltd	House of Lords	Yes	GUS Property Management Ltd v Littlewoods Mail Order Stores Ltd (1982) SLT 533	Scotland	Cited for the principle that a claim should not disappear into a legal black hole, allowing a wrongdoer to escape liability.
Chia Kok Leong v Prosperland Pte Ltd	Court of Appeal	Yes	[2005] 2 SLR 484	Singapore	Leading decision on the doctrine of undisclosed principal and the narrow ground for recovering damages.
Williams Dunlop v George Anthony Lambert	English Court	Yes	Williams Dunlop v George Anthony Lambert (1839) 6 Cl & Fin 600; 7 ER 824	England	Cited as the origin of the narrow ground for recovering damages, though its historical interpretation is debated.
The Albazero	House of Lords	Yes	[1977] AC 774	England	Restatement of the rule in Dunlop v Lambert, providing a modern framework for the narrow ground.
Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd	House of Lords	Yes	[1994] 1 AC 85	England	Extended the narrow ground to construction contracts and introduced the broad ground for recovering damages.
Alfred McAlpine Construction Ltd v Panatown Ltd	House of Lords	Yes	[2001] 1 AC 518	England	Leading decision on the narrow and broad grounds, discussing their application and limitations.
Darlington Borough Council v Wiltshier Northern Ltd	English Court of Appeal	Yes	[1995] 1 WLR 68	England	Extended the narrow ground even further, applying it where proprietary interest remained with the third party.
Hongkong & Shanghai Banking Corp v San’s Rent A-Car Pte Ltd	Court of Appeal	Yes	[1994] 3 SLR 593	Singapore	Endorsed the doctrine of the undisclosed principal locally.
The Rainbow Spring	Court of Appeal	Yes	[2003] 3 SLR 362	Singapore	Endorsed the doctrine of the undisclosed principal locally.
Siu Yin Kwan v Eastern Insurance Co	Privy Council	Yes	[1994] 2 AC 199	England	Cited for the principle that an agent can sue or be sued on an agreement since the agent contracts personally in the situation of an undisclosed principal.
Prosperland Pte Ltd v Civic Construction Pte Ltd	High Court	Yes	[2004] 4 SLR 129	Singapore	Decision at first instance in Prosperland case, discussing the narrow and broad grounds.
RSP Architects Planners & Engineers v Ocean Front Pte Ltd	Court of Appeal	Yes	[1996] 1 SLR 113	Singapore	Discussed in relation to whether the MCST had a direct remedy in tort.
RSP Architects Planners & Engineers (Raglan Squire & Partners FE) v MCST Plan No 1075	Court of Appeal	Yes	[1999] 2 SLR 449	Singapore	Discussed in relation to whether the MCST had a direct remedy in tort.
Woodar Investment Development Ltd v Wimpey Construction UK Ltd	House of Lords	Yes	[1980] 1 WLR 277	England	Cited for the observation that requiring services to be supplied to a third party is evidence of the value of those services to the party who placed the order.
Ruxley Electronics and Construction Ltd v Forsyth	House of Lords	Yes	[1996] 1 AC 344	England	Cited for the objective test of reasonableness applied to the performance interest claimed.
Hadley v Baxendale	Court of Exchequer	Yes	Hadley v Baxendale (1854) 9 Exch 341; 156 ER 145	England	Cited in relation to the doctrine of remoteness of damage.
Alexander Corfield v David Grant	Unknown	Yes	Alexander Corfield v David Grant (1992) 59 BLR 102	Unknown	Cited for the principle that an agent is accountable to the undisclosed principal for all damages recovered.
Garnac Grain Company Incorporated v H M F Faure & Fairclough Ltd	Court of Appeal	Yes	Garnac Grain Company Incorporated v H M F Faure & Fairclough Ltd [1966] 1 QB 650	England	Cited for the principle that an agent is accountable to the undisclosed principal for all damages recovered.
The World Era	Unknown	Yes	The World Era [1992] 1 Lloyd’s Rep 45	Unknown	Cited for the principle that an agent is accountable to the undisclosed principal for all damages recovered.
Abdul Gaffar v Chua Kwang Yong	High Court	Yes	Abdul Gaffar v Chua Kwang Yong [1994] 2 SLR 645	Singapore	Cited for the underlying purpose of O 15 r 6(2)(b) of the Rules of Court.
Lee Kuan Yew v Tang Liang Hong (No 1)	High Court	Yes	Lee Kuan Yew v Tang Liang Hong (No 1) [1997] 2 SLR 819	Singapore	Cited for the purpose of O 15 r 6(2)(b) of the Rules of Court.
Pegang Mining Co Ltd v Choong Sam	Privy Council	Yes	Pegang Mining Co Ltd v Choong Sam [1969] 2 MLJ 52	Malaysia	Cited for the object of the rule to enable the court to prevent injustice.
Wee Soon Kim Anthony v Law Society of Singapore	Court of Appeal	Yes	Wee Soon Kim Anthony v Law Society of Singapore [2001] 4 SLR 25	Singapore	Cited for the court's inherent jurisdiction to exercise the power of joinder.
Wytcherley v Andrews	English High Court	Yes	Wytcherley v Andrews (1871) LR 2 P & D 327	England	Cited for the principle that a person who stands by and sees his battle fought by someone else is bound by the result.
Sheriffa Zeinab v Syed Hood Al Joffree	High Court	Yes	Sheriffa Zeinab v Syed Hood Al Joffree (1910) 2 MC 12	Singapore	Reference to the Singapore High Court decision.
Radford v De Froberville	English High Court	Yes	Radford v De Froberville [1977] 1 WLR 1262	England	Cited for the performance interest claimed by the plaintiff/promisee must be a genuine one.

13. Applicable Rules

Rule Name
Order 15 rule 6(2)(b) Rules of Court (Cap 322, R 5, 2006 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R 5, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Licence Agreement
Tie-Up Arrangement
Undisclosed Principal
Wrongful Repudiation
Locus Standi
Damages
Legal Black Hole
Performance Interest

15.2 Keywords

contract
agency
undisclosed principal
breach
damages
Singapore

16. Subjects

Contract Law
Agency
Civil Procedure
Damages

17. Areas of Law

Contract Law
Agency Law
Civil Procedure
Damages