Thode Gerd Walter v Mintwell Industry: Breach of Contract & Misrepresentation in Tenancy Agreement
In Thode Gerd Walter v Mintwell Industry Pte Ltd, the Singapore High Court addressed claims of breach of contract and misrepresentation brought by the plaintiff, Gerd Walter Thode, against Mintwell Industry Pte Ltd, Seah Bak Kheow, and Tan Kee Hock, Eddy, relating to tenancy agreements for units in Mintwell Building. The court found Mintwell Industry liable for breach of contract and negligent misrepresentation, and held Seah Bak Kheow personally liable as a joint tortfeasor. The claim against Tan Kee Hock was dismissed. The court ordered damages to be assessed against Mintwell Industry and Seah Bak Kheow.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for the plaintiff against the first defendant, Mintwell Industry Pte Ltd, and the second defendant, Seah Bak Kheow, with damages to be assessed. The claim against the third defendant, Tan Kee Hock, Eddy, is dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court case involving Thode Gerd Walter and Mintwell Industry. The court addressed breach of contract and misrepresentation claims related to a tenancy agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Thode Gerd Walter | Plaintiff | Individual | Judgment for Plaintiff | Won | |
| Mintwell Industry Pte Ltd | Defendant | Corporation | Judgment against Defendant | Lost | |
| Seah Bak Kheow | Defendant | Individual | Judgment against Defendant | Lost | |
| Tan Kee Hock, Eddy | Defendant | Individual | Claim Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Belinda Ang Saw Ean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Sugidha Nithiananthan | Tan Rajah & Cheah |
| Anthony Lee | Bih Li & Lee |
| Sarah Tan | Bih Li & Lee |
4. Facts
- The plaintiff leased Unit 01-02 from the first defendant for two years with an option for an additional two years.
- The plaintiff leased Unit 03-02 from the first defendant for 33 months with an option for an additional two years.
- The first defendant had mortgaged the property and covenanted not to let any part of the property without the mortgagee's consent.
- The first defendant fell into arrears with its mortgage repayments, and the mortgagee obtained an Order for possession.
- The mortgagee enforced the Order for possession, leading to the eviction of the plaintiff.
- The first defendant did not obtain written consent from the mortgagee for the tenancies granted to the plaintiff.
- The second defendant controlled the first defendant and had a personal interest in securing the tenancies.
5. Formal Citations
- Thode Gerd Walter v Mintwell Industry Pte Ltd and Others, Suit 351/2007, [2009] SGHC 44
6. Timeline
| Date | Event |
|---|---|
| Mintwell Industry Pte Ltd leased land from the Housing and Development Board. | |
| Keppel Tat Lee Bank Limited obtained judgment in default of appearance against Mintwell Industry Pte Ltd. | |
| Oversea-Chinese Banking Corporation Limited obtained an Order for possession of the property. | |
| Mintwell Industry Pte Ltd granted Gerd Walter Thode a tenancy of Unit 01-02. | |
| Oversea-Chinese Banking Corporation Limited enforced the Order for possession and filed a Writ of Possession. | |
| Notice of eviction was served on four tenants of Mintwell Building. | |
| Mintwell Industry Pte Ltd granted Gerd Walter Thode a tenancy in respect of Unit 03-02. | |
| Gerd Walter Thode received notice of the Writ of Possession and eviction notice. | |
| Order of Court granted Oversea-Chinese Banking Corporation Limited liberty to enforce the Order for possession and to execute the Writ of Possession. | |
| Gerd Walter Thode gave up Unit 03-02. | |
| Gerd Walter Thode vacated Unit 01-02. | |
| Mintwell Industry Pte Ltd and Oversea-Chinese Banking Corporation Limited reached an amicable settlement, and the Writ of Possession was treated as withdrawn. | |
| Consent judgment was entered against Mintwell Industry Pte Ltd. | |
| Both sides were directed to consider the effect of the Order for possession. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found the first defendant liable for breach of contract.
- Category: Substantive
- Sub-Issues:
- Breach of covenant for quiet use and enjoyment
- Misrepresentation
- Outcome: The court found the first and second defendants liable for negligent misrepresentation.
- Category: Substantive
- Sub-Issues:
- Negligent misrepresentation
- Implied representation
- Lifting the Corporate Veil
- Outcome: The court declined to lift the corporate veil to impose personal liability on the directors for the company's breach of contract.
- Category: Substantive
- Personal Liability of Directors
- Outcome: The court found one of the directors personally liable as a joint tortfeasor for procuring the negligent misrepresentation.
- Category: Substantive
- Sub-Issues:
- Joint tortfeasor
8. Remedies Sought
- Damages
9. Cause of Actions
- Breach of Contract
- Misrepresentation
- Breach of Duty
10. Practice Areas
- Commercial Litigation
- Property Law
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Salomon v Salomon & Co Ltd | House of Lords | Yes | (1897) AC 22 | United Kingdom | Cited for the principle of separate legal personality of a company. |
| In Re a Company | N/A | Yes | [1985] BCLC 333 | N/A | Cited regarding the power of the court to lift the corporate veil whenever required by justice. |
| Adams v Cape Industries plc | Court of Appeal | Yes | [1990] Ch 433 | United Kingdom | Cited for the principle that the court is not free to disregard the principle of Salomon v Salomon merely because it considers that justice so requires. |
| Trustor AB v Smallbone (No 2) | N/A | Yes | [2001] 1 WLR 1177 | N/A | Cited for the principle that the court is not free to disregard the principle of Salomon v Salomon merely because it considers that justice so requires. |
| Ord v Belhaven Pubs Ltd | N/A | Yes | [1998] BCC 607 | N/A | Cited for the principle that the court is not free to disregard the principle of Salomon v Salomon merely because it considers that justice so requires. |
| Sri Jaya (Sdn) Bhd v RHB Bank Bhd | High Court | Yes | [2001] 1 SLR 486 | Singapore | Cited to illustrate the reluctance of the Singapore courts to adopt and apply the proposition in Re a Company. |
| Gerhad Hendrick Gispen v Ling Lee Soon Alex | High Court | Yes | [2001] SGHC 350 | Singapore | Cited to illustrate the reluctance of the Singapore courts to adopt and apply the proposition in Re a Company. |
| Littlewoods Mail Order Stores Ltd v Commissioners of Inland Revenue | N/A | Yes | [1969] 1 WLR 1241 | N/A | Cited as a case where any suggested departure from the doctrine laid down in Salomon v Salomon & Co Ltd should be watched very carefully. |
| Wilbraham v Livesey | N/A | Yes | (1854) 18 Beav 206 | N/A | Cited for the principle that when a person simply contracts to take a lease, he naturally assumes that the person who proposes to grant a lease has really the power to do so. |
| Richardson v Silvester | N/A | Yes | (1873) LR 9 QB 34 | N/A | Cited for the principle that a lessor represents that he has good title to lease to an intending lessee once he advertises his property for rent. |
| Spice Girls Ltd v Aprilia World Service BV | N/A | Yes | [2002] EMLR 27 | N/A | Cited as a case of implied representation where the pop group was held to have made an implied representation when they continued with arrangements to publicise the defendant’s products in the knowledge that one member of the group was intending to leave the group shortly. |
| Redgrave v Hurd | N/A | Yes | (1881) 20 Ch D1 | N/A | Cited for the proposition that it is no answer to a claim for rescission or damages that the claimant could with reasonable diligence discover that the representation (even innocent) was untrue. |
| Peekay Intermark Ltd v ANZ Banking Group Ltd | N/A | Yes | [2006] 2 Lloyd’s Law Rep 511 | N/A | Cited for the principle that once a misrepresentation has been made, it is not enough to show that the claimant could have discovered the truth, but that he did discover it. |
| IFE Fund SA v Goldman Sachs International | N/A | Yes | [2007] 2 Lloyd’s Law Rep 449 | N/A | Cited for the principle that if the Misrepresentation Act did not, for any reason provide a remedy, there could be no room for the plaintiff being able to succeed against D1 on some other case of negligent misstatement. |
| Said v Butt | N/A | Yes | [1920] 3 KB 497 | N/A | Cited for the principle that directors are not liable for the tort of inducing breach of contract, where in exercising their functions as directors they have caused the company to breach its contract. |
| Standard Chartered Bank v Pakistan National Shipping Corporation | N/A | Yes | [2000] 1 Lloyd’s Law Rep 218 | N/A | Cited for the principle that a director could be capable of becoming a joint tortfeasor by procuring and inducing the company for which he works to carry out a tortious act. |
| Performing Right Society Ltd v Ciryl Theatrical Syndicate Ltd | N/A | Yes | [1924] 1 KB 1 | N/A | Cited for the principle that a director could be capable of becoming a joint tortfeasor by procuring and inducing the company for which he works to carry out a tortious act. |
| C Evans & Sons Ltd v Spritebrand Ltd | N/A | Yes | [1985] 1 WLR 317 | N/A | Cited for the principle that a director could be capable of becoming a joint tortfeasor by procuring and inducing the company for which he works to carry out a tortious act. |
| Standard Chartered Bank v Pakistan Shipping Corporation | House of Lords | Yes | [2002] 3 WLR 1547 | United Kingdom | Cited for the principle that a director could be capable of becoming a joint tortfeasor by procuring and inducing the company for which he works to carry out a tortious act. |
| Hillgate House Limited v Expert Clothing Services | N/A | Yes | [1987] 1 EGLR 65 | N/A | Cited for the principle that so long as the Order for possession was in force, it had to be obeyed and Mintwell who did not deliver up possession was in default. |
| Grafton Issac v Emery Robertson | N/A | Yes | [1985] AC 97 | N/A | Cited for the principle that so long as the Order for possession was in force, it had to be obeyed and Mintwell who did not deliver up possession was in default. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50 Rev Ed 2006) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Tenancy Agreement
- Order for Possession
- Writ of Possession
- Eviction Notice
- Consent Clause
- Corporate Veil
- Negligent Misrepresentation
- Quiet Enjoyment
- Guarantor
- Joint Tortfeasor
15.2 Keywords
- breach of contract
- misrepresentation
- tenancy agreement
- corporate veil
- director liability
- singapore
- high court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 90 |
| Misrepresentation | 85 |
| Contract Law | 70 |
| Corporate Law | 30 |
16. Subjects
- Contract Law
- Property Law
- Commercial Law
- Tort Law