Orix Capital Ltd v Lim Chor Pee Estate: Lease Agreement, Repudiation & Moneylenders Act
Orix Capital Ltd, a leasing company, sued the estate of Lim Chor Pee, Lim Hsi-Wei Marc, and Rebecca Marie Stephanie Tai-Yeo Hsiu Erh for amounts arising from a photocopier lease agreement. The Estate did not defend the action and the plaintiff obtained judgment against it. The High Court of Singapore heard the case on 7 September 2009, with Judith Prakash J presiding. The primary legal issues revolved around the repudiation of the lease agreement, whether the agreement was a sham transaction, and whether it contravened the Moneylenders Act. The court ruled in favor of Orix Capital Ltd against Lim Hsi-Wei Marc, but dismissed the claim against Rebecca Marie Stephanie Tai-Yeo Hsiu Erh.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff against the second defendant; claim against the third defendant dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Orix Capital Ltd sues Lim Chor Pee's estate for breach of a lease agreement. The court examines repudiation, sham transactions, and the Moneylenders Act.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Orix Capital Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Felicia Ng Hui-Li |
| Personal Representative(s) of the Estate of Lim Chor Pee (deceased) | Defendant | Other | Judgment for Plaintiff | Lost | |
| Lim Hsi-Wei Marc | Defendant | Individual | Judgment for Plaintiff | Lost | |
| Rebecca Marie Stephanie Tai-Yeo Hsiu Erh | Defendant | Individual | Claim Dismissed | Dismissed | Michael Khoo Kah Lip, Josephine Low Miew Yin, Andy Chiok Beng Tiow |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Felicia Ng Hui-Li | Piah Tan & Partners |
| Oommen Mathew | Haq & Selvam |
| Michael Khoo Kah Lip | Michael Khoo & Partners |
| Josephine Low Miew Yin | Michael Khoo & Partners |
| Andy Chiok Beng Tiow | Michael Khoo & Partners |
4. Facts
- Orix Capital Ltd is a leasing company.
- Lim Chor Pee (LCP) was a lawyer and principal administrator of Chor Pee & Partners.
- Lim Hsi-Wei Marc (Marc Lim) was a salaried partner at Chor Pee & Partners.
- Rebecca Marie Stephanie Tai-Yeo Hsiu Erh (Ms. Yeo) practiced with Chor Pee & Partners on a profit-sharing basis.
- Chor Pee & Partners entered into a lease agreement with Newcourt Financial for four photocopiers.
- Canon Singapore Pte Ltd approached Chor Pee & Partners to acquire new photocopiers.
- Orix Capital Ltd prepared a lease agreement for two new photocopiers with Chor Pee & Partners.
5. Formal Citations
- Orix Capital Ltd v Personal Representative(s) of the Estate of Lim Chor Pee (deceased) and Others, Suit 540/2007, [2009] SGHC 201
6. Timeline
| Date | Event |
|---|---|
| Marc Lim joined Chor Pee & Partners as a legal assistant. | |
| Marc Lim made a salaried partner. | |
| LCP signed Marc Lim’s appointment letter. | |
| Chor Pee & Partners entered into a lease agreement with Newcourt Financial for four photocopiers. | |
| Ms. Yeo joined Chor Pee & Partners. | |
| The Newcourt agreement was varied. | |
| Dora Loh approached Susanna Soh regarding new photocopiers. | |
| Susanna Soh signed a Sales Agreement issued by Canon. | |
| Canon delivered the Copiers to the firm. | |
| Canon delivered the Copiers to the firm. | |
| Date of the Lease agreement number OC/LA/0804/005169. | |
| Lease commenced. | |
| Firm stopped paying monthly rental under the Lease. | |
| Terms of Ms. Yeo’s practice with the firm changed. | |
| Ms. Yeo became a senior associate with the firm. | |
| Plaintiff's solicitors sent letters of demand to all three partners of the firm. | |
| Orix Capital Limited sent a letter of demand to the firm and terminated the Lease. | |
| Ms. Yeo physically left the firm. | |
| Plaintiff’s solicitors sent a letter of demand to LCP, Marc Lim, and Ms. Yeo. | |
| Ms. Yeo’s position as senior associate officially ended. | |
| Messrs Piah Tan & Partners wrote to LCP and the defendants regarding reinstatement of the Lease Agreement. | |
| Plaintiff granted an extension of time to comply with the requirement for payment of the unpaid rental due up to August 2005. | |
| Deadline for payment of unpaid rental due up to August 2005. | |
| Plaintiff received the outstanding payment. | |
| Default in payment of the monthly rental due. | |
| Plaintiff terminated the Lease and demanded payment. | |
| The Copiers were repossessed by the plaintiff and sold. | |
| Action commenced. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the original lease was terminated and a new contract was formed, which was breached.
- Category: Substantive
- Sub-Issues:
- Repudiation
- Acceptance of repudiatory conduct
- Withdrawal of acceptance
- Revival of contract after repudiation
- Sham Transaction
- Outcome: The court held that the lease was not a sham transaction.
- Category: Substantive
- Moneylending
- Outcome: The court held that the lease was not a disguised moneylending transaction.
- Category: Substantive
- Partnership Liability
- Outcome: The court found that Marc Lim was liable as a partner, but Rebecca Marie Stephanie Tai-Yeo Hsiu Erh was not bound by the new contract.
- Category: Substantive
- Sub-Issues:
- Cessation of partnership
- Liability of partners for acts of partner
- Salaried partner
- Holding out as partner
- Undue Influence
- Outcome: The court found no evidence of undue influence.
- Category: Substantive
- Misrepresentation
- Outcome: The court found no misrepresentation on the part of the plaintiff.
- Category: Substantive
- Sub-Issues:
- Duty to disclose
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Legal Services
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Stekel v Ellice | N/A | Yes | [1973] 1 WLR 191 | N/A | Cited to define the term 'salaried partner' and its implications for liability. |
| Nationwide Building Society v Lewis | N/A | No | [1998] Ch 482 | N/A | Cited for the proposition that reliance cannot be presumed and must be proven. |
| Orix Capital Ltd v Symrise Holding Pte Ltd | High Court | No | [2008] SGHC 79 | Singapore | Cited as an example of a case where the same plaintiff sued for breach of a lease agreement and the claim was dismissed due to the lease not being genuine. |
| TKM (Singapore) Pte Ltd v Export Credit Insurance Corporation of Singapore Ltd | N/A | Yes | [1993] 1 SLR 1041 | Singapore | Cited to define a sham transaction as one which is 'good in form but false in fact'. |
| Yorkshire Railway Wagon Co v Maclure | Court of Appeal | Yes | (1882) 21 Ch D 309 | N/A | Cited for the test to ascertain whether a transaction is a sham: whether the documents were intended to create legal relationships and whether the parties did actually act according to the apparent purpose and tenor of the documents. |
| Multiservice Bookbinding v Marden | N/A | No | [1979] 1 Ch 84 | N/A | Cited for the principle that a bargain cannot be unfair and unconscionable unless one of the parties to it has imposed the objectionable terms in a morally reprehensible manner. |
| City Hardware Pte Ltd v Kenrich Electronics Pte Ltd | N/A | Yes | [2005] 1 SLR 733 | Singapore | Cited for the principle that the essence of a moneylending transaction is a loan of money and if there is no loan there can be no moneylending. |
| Donald McArthy Trading Pte Ltd v Pankaj s/o Dhirajlal | Court of Appeal | Yes | [2007] 2 SLR 321 | Singapore | Cited for the principle that the provisions of the Moneylenders Act are not intended to apply to transactions made at arm’s length between commercial entities. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Moneylenders Act (Cap 188, 1985 Rev Ed) | Singapore |
| Partnership Act (Cap 391, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Lease Agreement
- Repudiation
- Reinstatement Agreement
- Salaried Partner
- Sham Transaction
- Moneylenders Act
- Profit Sharing Agreement
- Termination Sum
- Newcourt Agreement
- August Agreement
15.2 Keywords
- lease agreement
- repudiation
- sham transaction
- moneylender
- partnership
- contract law
16. Subjects
- Contract Law
- Partnership Law
- Leasing
- Financial Law
17. Areas of Law
- Contract Law
- Partnership Law
- Credit and Security Law
- Lease Agreement
- Moneylenders Act