Chua Chian Ya v Music & Movements: Breach of Contract & Restraint of Trade in Music Publishing Agreement

Chua Chian Ya, a local singer-songwriter, appealed the High Court's decision to dismiss her claim against Music & Movements (S) Pte Ltd. The claim sought a declaration that rights to songs composed under agreements with M&M had reverted to her, alleging breach of contract and restraint of trade. The Court of Appeal allowed the appeal, finding that M&M failed to properly account for royalties due to Chua, entitling her to terminate the agreement.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal allowed with costs and the usual consequential orders.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Local singer-songwriter Chua Chian Ya appeals the dismissal of her claim against Music & Movements for breach of contract. The court allowed the appeal, finding M&M failed to properly account for royalties.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Chua Chian YaAppellantIndividualAppeal AllowedWon
Music & Movements (S) Pte Ltd (formerly trading as M & M Music Publishing)RespondentCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Chan Sek KeongChief JusticeNo
Andrew Phang Boon LeongJustice of the Court of AppealYes
V K RajahJustice of the Court of AppealNo

4. Counsels

Counsel NameOrganization
Jonathan YuenSamuel Seow Law Corporation
Joana TeoSamuel Seow Law Corporation
Dew WongAequitas Law LLP
Kenneth TanKenneth Tan Partnership
Lim TatAequitas Law LLP

4. Facts

  1. Chua, a singer-songwriter, entered into a Principal Agreement with M&M in 2002 to compose songs exclusively for them.
  2. The rights in Chua's compositions were assigned to M&M in exchange for an advance royalty payment of $20,000.
  3. An Extension Agreement was signed in 2005, extending the Principal Agreement until March 17, 2007, with an additional $40,000 advance.
  4. M&M appointed Warner/Chappell to administer and collect royalties for Chua's compositions.
  5. Discrepancies arose between Warner/Chappell's accounts and M&M's summaries of those accounts.
  6. Chua sought clarification of the discrepancies and eventually terminated the agreement, citing inaccurate accounting.
  7. M&M failed to provide proper and detailed accounts despite written notice from Chua's lawyers.

5. Formal Citations

  1. Chua Chian Ya v Music & Movements (S) Pte Ltd (formerly trading as M & M Music Publishing), CA 167/2008, [2009] SGCA 54

6. Timeline

DateEvent
Chua entered into a contract with Ping Pong Music Publishing Singapore.
Chua entered into the Principal Agreement with M&M.
Chua entered into the Extension Agreement with M&M.
Chua sent an e-mail to M&M and W/C seeking clarification of discrepancies in royalty payments.
Lim Sek responded to Chua's email regarding discrepancies.
Chua disagreed with Lim Sek's explanation for the discrepancies.
M&M sent another statement of account for the period from January to June 2006 to Chua.
Jack Lim confirmed that the most recent statement of account sent by M&M was the final amendment.
Lim Sek sent an e-mail to Chua explaining that the discrepancies had arisen because Chua's individual statements of account had been mixed with those of other songwriters.
The Extension Agreement expired.
Chua appointed her current lawyers to represent her.
Chua’s lawyers and accountants inspected the accounts at M&M’s premises.
Chua’s lawyers gave written notice to M&M requiring it to provide a proper and detailed account.
Chua filed Originating Summons No 937 of 2008.
Lim Sek filed an affidavit.
The Judge dismissed OS 937.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that M&M breached its contractual obligation to account to Chua for royalties, entitling her to terminate the agreement.
    • Category: Substantive
    • Sub-Issues:
      • Failure to account for royalties
      • Failure to expend reasonable efforts to promote compositions
  2. Restraint of Trade
    • Outcome: The court held that the contractual arrangement between Chua and M&M was not objectionable as being in restraint of trade.
    • Category: Substantive

8. Remedies Sought

  1. Declaration that the Principal Agreement and Extension Agreement had come to an end
  2. Reversion of all rights in the Compositions to Chua

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Intellectual Property Law

11. Industries

  • Music

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chua Chian Ya v Music & Movements (S) Pte Ltd (formerly known as M & M Music Publishing)High CourtYes[2009] SGHC 75SingaporeThe High Court's decision that was appealed in the current judgment.
Panwah Steel Pte Ltd v Koh Brothers Building & Civil Engineering Contractor (Pte) LtdCourt of AppealYes[2006] 4 SLR 571SingaporeCited for the established principles on raising new issues on appeal.
Man Financial (S) Pte Ltd v Wong Bark Chuan DavidCourt of AppealYes[2008] 1 SLR 663SingaporeCited for the examination of the doctrine of restraint of trade.
A Schroeder Music Publishing Co Ltd v MacaulayHouse of LordsYes[1974] 1 WLR 1308England and WalesCited as a seminal case on restraint of trade in contracts between songwriters and music publishers, particularly concerning one-sided contracts.
Wellmix Organics (International) Pte Ltd v Lau Yu ManHigh CourtYes[2006] 2 SLR 117SingaporeCited regarding the limited application of the doctrine of unconscionability in Singapore law.
Sandar Aung v Parkway Hospitals Singapore Pte LtdCourt of AppealYes[2007] 2 SLR 891SingaporeCited regarding the limited application of the doctrine of unconscionability in Singapore law.
The Commercial Bank of Australia Limited v AmadioHigh Court of AustraliaYes(1983) 151 CLR 447AustraliaCited as an example of the Australian position on unconscionable conduct.
Panayiotou v Sony Music Entertainment (UK) LimitedEnglish High CourtYes[1994] EMLR 229England and WalesCited for its discussion on restraint of trade and competition law in the context of music recording agreements.
Zang Tumb Tuum Records Limited v JohnsonEnglish Court of AppealYes[1993] EMLR 61England and WalesCited for holding a music recording contract unenforceable as being in restraint of trade due to one-sided provisions.
Hummingbird Music Ltd v Dino AcconciHong Kong Court of First InstanceYes[2009] HKCU 105Hong KongCited for dismissing a claim that management agreements were unenforceable under the doctrine of restraint of trade.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte LtdCourt of AppealYes[2007] 4 SLR 413SingaporeCited for the court's outline of express termination clauses.
Sports Connection Pte Ltd v Deuter Sports GmbHCourt of AppealYes[2009] 3 SLR 883SingaporeCited for the court's outline of express termination clauses.
Fu Yuan Foodstuff Manufacturer Pte Ltd v Methodist Welfare ServicesCourt of AppealYes[2009] 3 SLR 925SingaporeCited for the court's outline of express termination clauses.
Polygram Records Sdn Bhd v The SearchMalaysian High CourtYes[1994] 3 MLJ 127MalaysiaCited as an example of cases involving the doctrine of undue influence.
O’Sullivan v Management Agency and Music LtdEnglish Court of AppealYes[1985] QB 428England and WalesCited as an example of cases involving the doctrine of undue influence.
Elton John v Richard Leon JamesEnglish High CourtYes[1991] FSR 397England and WalesCited as an example of cases involving the doctrine of undue influence.
Lim Geok Hian v Lim Guan ChinHigh CourtYes[1994] 1 SLR 203SingaporeCited as an example of local case law endorsing a narrower equitable jurisdiction proscribing specific (and improvident) bargains.
Pek Nam Kee v Peh Lam KongHigh CourtYes[1996] 1 SLR 75SingaporeCited as an example of local case law endorsing a narrower equitable jurisdiction proscribing specific (and improvident) bargains.
Fong Whye Koon v Chan Ah ThongHigh CourtYes[1996] 2 SLR 706SingaporeCited as demonstrating that the line between a broader doctrine of unconscionability and this (narrower) equitable jurisdiction might be blurred.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Compositions
  • Principal Agreement
  • Extension Agreement
  • Royalties
  • Restraint of Trade
  • Accounting
  • Warner/Chappell
  • Advance Royalty Payment

15.2 Keywords

  • contract
  • breach
  • music
  • publishing
  • royalties
  • restraint of trade
  • accounting
  • singer-songwriter

17. Areas of Law

Area NameRelevance Score
Breach of Contract75
Contract Law75
Restraint of Trade60
Copyrights50
Accounting40
Estoppel20

16. Subjects

  • Contract Law
  • Intellectual Property
  • Music Publishing
  • Restraint of Trade