Japan Asia Investment Co Ltd v Mobile Technology Investments Co Ltd: Specific Performance of Oral Agreement Dispute
Japan Asia Investment Co Ltd and Nobuteru Shiga sued Mobile Technology Investments Co Ltd and John Worrall D'Arcy Grove in the High Court of Singapore, seeking specific performance of an oral agreement allegedly made on 15 October 2007, concerning the plaintiffs' investment in MTI. The plaintiffs claimed that MTI agreed to issue ordinary shares instead of preference shares. The court, presided over by Woo Bih Li J, dismissed the plaintiffs' claim, finding that the oral agreement was not binding due to a clause in the earlier written investment agreement requiring variations to be in writing. The court also addressed issues of witness credibility and cost allocation.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed Japan Asia Investment's claim for specific performance of an oral agreement regarding investment in Mobile Technology Investments, finding the agreement non-binding.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Japan Asia Investment Co Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Philip Ling Daw Hoang, June Hong Chih Siu |
| Nobuteru Shiga | Plaintiff | Individual | Claim Dismissed | Lost | Philip Ling Daw Hoang, June Hong Chih Siu |
| Mobile Technology Investments Co Ltd | Defendant | Corporation | Judgment for Defendant | Won | Gurdaib Singh s/o Pala Singh |
| John Worrall D'arcy Grove | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Philip Ling Daw Hoang | Wong Tan & Molly Lim LLC |
| June Hong Chih Siu | Wong Tan & Molly Lim LLC |
| Gurdaib Singh s/o Pala Singh | Gurdaib, Cheong & Partners |
4. Facts
- JAIC and Shiga claimed an oral agreement to issue ordinary shares in MTI.
- The alleged oral agreement occurred on 15 October 2007.
- The oral agreement was a variation of a written investment agreement.
- The written agreement required variations to be in writing.
- Shimizu represented JAIC and Shiga; Grove represented MTI.
- Grove denied the oral agreement and its binding nature.
- US$3.5m was remitted to Olswang pursuant to the 19 July 2007 IA.
5. Formal Citations
- Japan Asia Investment Co Ltd and Another v Mobile Technology Investments Co Ltd and Another, Suit 29/2008, [2009] SGHC 215
6. Timeline
| Date | Event |
|---|---|
| Written investment agreement signed. | |
| Grove signed a letter of assurance. | |
| Oral agreement allegedly reached. | |
| Lawsuit filed. | |
| Counterclaim withdrawn. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that there was no binding agreement and therefore no breach.
- Category: Substantive
- Specific Performance
- Outcome: The court denied the remedy of specific performance.
- Category: Substantive
- Variation of Contract
- Outcome: The court held that the oral agreement was an invalid variation of the written agreement because it was not in writing.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Damages
9. Cause of Actions
- Breach of Contract
- Specific Performance
10. Practice Areas
- Commercial Litigation
11. Industries
- Venture Capital
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Midlink Development Pte Ltd v The Stansfield Group Pte Ltd | High Court | Yes | [2004] 4 SLR 258 | Singapore | Cited regarding the principle that silence may evince agreement depending on the circumstances. |
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
- Oral Agreement
- Specific Performance
- Variation Clause
- Preference Shares
- Ordinary Shares
- Investment Agreement
15.2 Keywords
- Contract
- Agreement
- Investment
- Shares
- Specific Performance
- Variation
- Oral Agreement
- Singapore
- High Court
16. Subjects
- Contract Law
- Corporate Law
- Investment Law
- Breach of Contract
- Specific Performance
17. Areas of Law
- Contract Law
- Corporate Law
- Investment Law