MFM Restaurants v Fish & Co: Breach of Contract & Damages Assessment
MFM Restaurants Pte Ltd and Dickson Low appealed against the High Court's decision regarding the assessment of damages owed to Fish & Co Restaurants Pte Ltd for breaching a settlement deed. The Court of Appeal allowed the appeal in part, adjusting the damages awarded to Fish & Co for losses incurred during both the breach period and the post-breach period. The claim was premised on the breaches of the Settlement Deed.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding damages for breach of contract. Court assessed losses due to MFM's breaches of settlement deed with Fish & Co.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| MFM Restaurants Pte Ltd | Appellant | Corporation | Appeal allowed in part | Partial | |
| Dickson Low | Appellant | Individual | Appeal allowed in part | Partial | |
| Fish & Co Restaurants Pte Ltd | Respondent | Corporation | Damages Awarded | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of Appeal | No |
| Andrew Phang Boon Leong | Justice of Appeal | Yes |
| V K Rajah | Justice of Appeal | No |
4. Counsels
4. Facts
- Fish & Co and MFM Restaurants are competing seafood restaurant chains.
- Dickson Low, a former Fish & Co employee, helped set up MFM after resigning.
- Fish & Co sued Dickson Low for breaching non-competition obligations.
- The parties entered into a Settlement Deed to resolve the lawsuit.
- MFM breached the Settlement Deed by using similar slogans, phrases, sauces, and serving pans.
- Fish & Co sued MFM for breaching the Settlement Deed.
- MFM consented to judgment, with damages to be assessed.
5. Formal Citations
- MFM Restaurants Pte Ltd and another v Fish & Co Restaurants Pte Ltd and another appeal, Civil Appeals Nos 169 and 171 of 2009, [2010] SGCA 36
- Fish & Co Restaurants Pte Ltd v MFM Restaurants Pte Ltd and another, , [2010] 1 SLR 1104
6. Timeline
| Date | Event |
|---|---|
| Dickson Low resigned from Fish & Co | |
| First Manhattan Fish Market restaurant opened in Malaysia | |
| Fish & Co brought proceedings against Dickson Low | |
| Settlement Deed recorded | |
| First Manhattan Fish Market restaurant began operations in Singapore | |
| Fish & Co brought proceedings against MFM Restaurants and Dickson Low for breaches of the Settlement Deed | |
| Manhattan Fish Market discontinued use of disputed slogan and phrases | |
| Appellants agreed to enter into a consent judgment | |
| Manhattan Fish Market stopped using the pans | |
| Injunction restraining the Appellants from using serving pans identical and/or similar to those used in the Fish & Co Restaurants took effect | |
| Injunction restraining the Appellants from using the MFM Sauces took effect | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The Court of Appeal found that the Appellants had breached the Settlement Deed.
- Category: Substantive
- Assessment of Damages
- Outcome: The Court of Appeal adjusted the damages awarded to the Respondent for losses incurred during both the breach period and the post-breach period.
- Category: Procedural
- Remoteness of Damage
- Outcome: The Court of Appeal applied the principles in Hadley v Baxendale to determine whether the post-breach losses were too remote to be recoverable.
- Category: Substantive
8. Remedies Sought
- Injunction
- Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Food and Beverage
- Restaurant
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Fish & Co Restaurants Pte Ltd v MFM Restaurants Pte Ltd and another | High Court | Yes | [2010] 1 SLR 1104 | Singapore | The present appeals are against the decision made by the High Court Judge with regard to the assessment of damages. |
| Draper v Trist and Tristbestos Brake Linings, Ld | N/A | Yes | (1939) 56 RPC 429 | England and Wales | Cited to argue that the innocent party need not adduce evidence of confusion in order to recover substantial damages. |
| Attorney-General v Blake (Jonathan Cape Ltd Third Party) | House of Lords | Yes | [2001] 1 AC 268 | England and Wales | Mentioned in the context of damages to be awarded in a purely contractual context. |
| CHS CPO GmbH (in bankruptcy) and another v Vikas Goel and others | Singapore High Court | Yes | [2005] 3 SLR(R) 202 | Singapore | Discusses exemplary damages and cynical breaches of contract. |
| Experience Hendrix LLC v PPX Enterprises Inc and another | English Court of Appeal | Yes | [2003] 1 All ER (Comm) 830 | England and Wales | Case law developments since Blake have suggested a possible alternative approach that is premised not on a restitutionary basis as such but, rather, on a compensatory one. |
| Wrotham Park Estate Co Ltd v Parkside Homes Ltd and Others | English High Court | Yes | [1974] 1 WLR 798 | England and Wales | Centering on the much discussed decision by Brightman J in the English High Court decision of Wrotham Park Estate Co Ltd v Parkside Homes Ltd and Others. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | The decision of this court in Robertson Quay confirmed the applicability of the principles in Hadley in so far as Singapore is concerned. |
| Transfield Shipping Inc v Mercator Shipping Inc | House of Lords | Yes | [2009] 1 AC 61 | England and Wales | The House of Lords handed down its decision in Transfield Shipping Inc v Mercator Shipping Inc (“The Achilleas”). |
| South Australia Asset Management Corporation v York Montague Ltd | House of Lords | Yes | [1997] AC 191 | England and Wales | Lord Hoffmann added a new legal criterion based on the concept of assumption of responsibility by the defendant. |
| Chee Peng Kwan and Another v Toh Swee Hwee Thomas and Others | Singapore High Court | Yes | [2009] SGHC 141 | Singapore | Judgments in the Singapore High Court in Chee Peng Kwan and Another v Toh Swee Hwee Thomas and Others have considered The Achilleas. |
| Thode Gerd Walter v Mintwell Industry Pte Ltd and others | Singapore High Court | Yes | [2010] SGHC 33 | Singapore | Judgments in the Singapore High Court in Thode Gerd Walter v Mintwell Industry Pte Ltd and others have considered The Achilleas. |
| Koufos v C Czarnikow Ltd | House of Lords | Yes | [1969] 1 AC 350 | England and Wales | There is some (weighty) authority to the contrary in an earlier (and leading) House of Lords decision of Koufos v C Czarnikow Ltd (“The Heron II”). |
| Transfield Shipping Inc v Mercator Shipping Inc (The “Achilleas”) | English Court of Appeal | Yes | [2007] 2 Lloyd’s Rep 555 | England and Wales | Rix LJ at the Court of Appeal stage of The Achilleas. |
| Sentinel International Ltd v Cordes | Privy Council | Yes | [2008] UKPC 60 | Bahamas | Lord Walker observed that a contractual claim for damages for loss of a bargain is not subject to the principle in South Australia. |
| Attorney General of Belize and others v Belize Telecom Limited and another | Privy Council | Yes | [2009] 1 WLR 1988 | Belize | Lord Hoffmann, delivering the judgment of the Board, adopted an extremely broad approach towards the implication of terms in fact, effectively effacing the distinction between the time-honoured “business efficacy” and “officious bystander” tests. |
| Mühlbauer AG v Manufacturing Integration Technology Ltd | Court of Appeal | Yes | [2010] 2 SLR 724 | Singapore | This court’s observations in Mühlbauer AG v Manufacturing Integration Technology Ltd about the danger of over-generalisation and over-abstraction in making legal arguments. |
| Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals | Court of Appeal | Yes | [2006] 3 SLR(R) 769 | Singapore | This court has pointed out in Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals that the category of “terms implied in law” is not without its disadvantages. |
| Robophone Facilities Ltd v Blank | English Court of Appeal | Yes | [1966] 1 WLR 1428 | England and Wales | Diplock LJ in the English Court of Appeal decision of Robophone Facilities Ltd v Blank observed that the defendant’s “actual knowledge of the special circumstances is relevant as one of the factors from which [its] undertaking can be implied”. |
| Photo Production Ltd v Securicor Transport Ltd | House of Lords | Yes | [1980] AC 827 | England and Wales | Prof Coote points out that Lord Diplock, whilst also adopting a similar approach to that in Robophone Facilities at the English Court of Appeal stage of the Heron II, might well have modified his views in the House of Lords decision of Photo Production Ltd v Securicor Transport Ltd. |
| Panwah Steel Pte Ltd v Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd | Court of Appeal | Yes | [2006] 4 SLR(R) 571 | Singapore | This court in Panwah Steel Pte Ltd v Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd observed that an implied term is so often the last desperate resort of counsel in distress. |
| Sempra Metals Ltd v Inland Revenue Commissioners | House of Lords | Yes | [2007] 3 WLR 354 | England and Wales | The House of Lords decision of Sempra Metals Ltd v Inland Revenue Commissioners. |
| Jackson v Royal Bank of Scotland plc | House of Lords | Yes | [2005] 1 WLR 377 | England and Wales | The House of Lords decision of Jackson v Royal Bank of Scotland plc. |
| H Parsons (Livestock) Ltd v Uttley Ingham & Co Ltd | English Court of Appeal | Yes | [1978] QB 791 | England and Wales | The somewhat controversial English Court of Appeal decision of H Parsons (Livestock) Ltd v Uttley Ingham & Co Ltd, where Lord Denning MR also sought to apply the tortious rules on remoteness to a contractual claim for physical injury or damage. |
| Brown v KMR Services Ltd | English Court of Appeal | Yes | [1995] 4 All ER 598 | England and Wales | The English Court of Appeal decision of Brown v KMR Services Ltd. |
| Victoria Laundry (Windsor) Ld v Newman Industries Ld | English Court of Appeal | Yes | [1949] 2 KB 528 | England and Wales | The English Court of Appeal decision of Victoria Laundry (Windsor) Ld v Newman Industries Ld. |
| ASM Shipping Ltd of India v TTMI Ltd of England (The “Amer Energy”) | English High Court | Yes | [2009] 1 Lloyd's Rep 293 | England and Wales | The English High Court decisions of ASM Shipping Ltd of India v TTMI Ltd of England (The “Amer Energy”). |
| Classic Maritime Inc v Lion Diversified Holdings Berhad and Another | English High Court | Yes | [2010] 1 Lloyd's Rep 59 | England and Wales | The English High Court decisions of Classic Maritime Inc v Lion Diversified Holdings Berhad and Another. |
| Supershield Ltd v Siemens Building Technologies FE Ltd | English Court of Appeal | Yes | [2010] 1 Lloyd's Rep 349 | England and Wales | The English Court of Appeal decision of Supershield Ltd v Siemens Building Technologies FE Ltd. |
| Sylvia Shipping Co Ltd v Progress Bulk Carriers Ltd (The “Sylvia”) | English High Court | Yes | [2010] 2 Lloyd's Rep 81 | England and Wales | The English High Court decision of Sylvia Shipping Co Ltd v Progress Bulk Carriers Ltd (The “Sylvia”). |
| Russell v The Trustees of the Roman Catholic Church for the Archdiocese of Sydney and Another | New South Wales Court of Appeal | Yes | (2008) 72 NSWLR 559 | Australia | The New South Wales Court of Appeal decision of Russell v The Trustees of the Roman Catholic Church for the Archdiocese of Sydney and Another. |
| Dome Resources NL and Another v Silver and Another | New South Wales Court of Appeal | Yes | (2008) 72 NSWLR 693 | Australia | The New South Wales Court of Appeal decision of Dome Resources NL and Another v Silver and Another. |
| Evans & Associates v European Bank Ltd | New South Wales Court of Appeal | Yes | (2009) 255 ALR 171 | Australia | The New South Wales Court of Appeal decision of Evans & Associates v European Bank Ltd. |
| Hadley v Baxendale | Court of Exchequer | Yes | (1854) 9 Exch 341 | England and Wales | The principles of remoteness of damage, which find their seminal formulation in the statement of principle by Alderson B in the celebrated English decision of Hadley v Baxendale. |
| Yeo Leng Tow & Co v Rautenberg, Schmidt & Co | N/A | Yes | (1880) 1 Ky 491 | Singapore | That the abovementioned principles are part of Singapore law can be seen, for example, from a local decision decided as far back as 1880: see Yeo Leng Tow & Co v Rautenberg, Schmidt & Co. |
| Hong Fok Realty Pte Ltd v Bima Investment Pte Ltd | Singapore Court of Appeal | Yes | [1992] 2 SLR(R) 834 | Singapore | There are of course more recent decisions, including the Singapore Court of Appeal decisions of Hong Fok Realty Pte Ltd v Bima Investment Pte Ltd. |
| City Securities Pte Ltd v Associated Management Services Pte Ltd | Singapore Court of Appeal | Yes | [1996] 1 SLR(R) 410 | Singapore | There are of course more recent decisions, including the Singapore Court of Appeal decisions of City Securities Pte Ltd v Associated Management Services Pte Ltd. |
| C Czarnikow v Koufos | English Court of Appeal | Yes | [1966] 2 QB 695 | England and Wales | Sellers LJ’s comments in the English Court of Appeal decision of C Czarnikow v Koufos that the phrases and words of Hadley v. Baxendale have been hallowed by long use and gain little advantage from the paraphrases or substitutes. |
| R and H Hall, Limited v W H Pim (Junior) and Company, Limited | N/A | Yes | (1928) 33 Com Cas 324 | N/A | Lord Shaw of Dunfermline observing that the two limbs need not be antithetically treated: they may run into each other and, indeed, be one. |
| Kpohraror v Woolwich Building Society | English Court of Appeal | Yes | [1996] 4 All ER 119 | England and Wales | The English Court of Appeal decision of Kpohraror v Woolwich Building Society. |
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
- Settlement Deed
- Breach of Contract
- Damages Assessment
- Remoteness of Damage
- Assumption of Responsibility
- Hadley v Baxendale
- Post-Breach Losses
- Lost Profits
- MFM Sauces
- Pans Undertaking
- Slogans Undertaking
- Phrases Undertaking
- Causation
15.2 Keywords
- breach of contract
- damages
- settlement deed
- remoteness
- assessment
- fish & co
- manhattan fish market
17. Areas of Law
16. Subjects
- Contract Law
- Damages
- Commercial Litigation