Yeo Boong Hua v Turf Club Auto Emporium: Setting Aside Consent Order Due to Breach and Mistake

In a civil suit before the High Court of Singapore, Yeo Boong Hua and others appealed against the dismissal of their application to set aside a consent order from a previous action against Turf Club Auto Emporium Pte Ltd and others. The plaintiffs sought to set aside the consent order on grounds of repudiatory breach, frustration, and common mistake, arguing that the failure to renew sub-leases rendered their shares worthless. Choo Han Teck J dismissed the appeals, finding no basis for repudiatory breach, frustration, or common mistake to justify setting aside the consent order. The court also dismissed claims against the fifth and eighth defendants, as they were not parties to the consent order.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiffs’ appeals were dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal to set aside a consent order was dismissed. The court found no repudiatory breach, frustration, or common mistake to justify setting aside the contract.

1.7 Decision Date

2 May 2010

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Yeo Boong Hua	Appellant, Plaintiff	Individual	Appeal Dismissed	Lost	Ramasamy s/o Karuppan Chettiar of Central Chambers Law Corporation Rajendran Kumaresan of Central Chambers Law Corporation Koh Sim Teck of Central Chambers Law Corporation
Turf Club Auto Emporium Pte Ltd	Respondent, Defendant	Corporation	Appeal Dismissed	Won	Kelvin Poon of Rajah & Tann LLP Melissa Kue of Rajah & Tann LLP
Second defendant	Respondent, Defendant	Individual	Appeal Dismissed	Won	Kelvin Poon of Rajah & Tann LLP Melissa Kue of Rajah & Tann LLP
Third defendant	Respondent, Defendant	Individual	Appeal Dismissed	Won	Kelvin Poon of Rajah & Tann LLP Melissa Kue of Rajah & Tann LLP
Fourth defendant	Respondent, Defendant	Individual	Appeal Dismissed	Won	Kelvin Poon of Rajah & Tann LLP Melissa Kue of Rajah & Tann LLP
Fifth defendant	Respondent, Defendant	Individual	Claims Dismissed	Won	Sim Chong of JLC Advisors LLP
Seventh defendant	Respondent, Defendant	Individual	Appeal Dismissed	Won	Kelvin Poon of Rajah & Tann LLP Melissa Kue of Rajah & Tann LLP
Eighth defendant	Respondent, Defendant	Corporation	Claims Dismissed	Won	Khor Wee Siong of Khor Thiam Beng & Partners

3. Judges

Judge Name	Title	Delivered Judgment
Choo Han Teck	J	Yes

4. Counsels

Counsel Name	Organization
Ramasamy s/o Karuppan Chettiar	Central Chambers Law Corporation
Rajendran Kumaresan	Central Chambers Law Corporation
Koh Sim Teck	Central Chambers Law Corporation
Kelvin Poon	Rajah & Tann LLP
Melissa Kue	Rajah & Tann LLP
Sim Chong	JLC Advisors LLP
Khor Wee Siong	Khor Thiam Beng & Partners

4. Facts

Plaintiffs were minority shareholders in previous consolidated suits.
The Singapore Land Office leased land to the second defendant.
The second defendant sub-let portions to the first and fourth defendants.
A consent order was recorded on 22 February 2006 for share valuation.
KPMG was appointed as the independent valuer.
The valuation report was released on 10 August 2007, after the head lease expired.
The second defendant renewed the head lease without renewing the sub-leases.

5. Formal Citations

Yeo Boong Hua and others v Turf Club Auto Emporium Pte Ltd and others, , [2010] SGHC 136
Suit No 27 of 2009, Suit No 27 of 2009, Suit No 27 of 2009
Registrar's Appeals No 454, 456 and 457 of 2009, Registrar's Appeals No 454, 456 and 457 of 2009, Registrar's Appeals No 454, 456 and 457 of 2009
Originating Summons No 1634 of 2002, Originating Summons No 1634 of 2002, Originating Summons No 1634 of 2002
Suit No 703 of 2004, Suit No 703 of 2004, Suit No 703 of 2004

6. Timeline

Date	Event
2006-02-22	Consent order recorded
2007-08-10	Valuation report released
2009-01-01	Suit commenced
2010-05-03	Appeals dismissed

7. Legal Issues

Repudiatory Breach
- Outcome: The court found no repudiatory breach.
- Category: Substantive
Frustration of Contract
- Outcome: The court found no frustration of contract.
- Category: Substantive
Common Mistake
- Outcome: The court found no common mistake to justify setting aside the contract.
- Category: Substantive

8. Remedies Sought

Setting aside the consent order

9. Cause of Actions

Breach of Contract
Breach of Trust
Breach of Fiduciary Duty

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Originating Summons No 1634 of 2002	High Court	Yes	Originating Summons No 1634 of 2002	Singapore	Cited for the background facts of the case.
Suit No 703 of 2004	High Court	Yes	Suit No 703 of 2004	Singapore	Cited for the background facts of the case.

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

Consent order
Repudiatory breach
Frustration
Common mistake
Valuation report
Sub-leases
Minority shareholders

15.2 Keywords

Consent Order
Breach
Mistake
Shareholders
Lease

17. Areas of Law

Area Name	Relevance Score
Company Law	70
Contract Law	60
Minority Shareholder Rights	50
Consent Order	40
Fiduciary Duties	40
Estoppel	30
Mistake	20

16. Subjects

Contract Law
Civil Litigation