Foo Song Mee v Ho Kiau Seng: Commission Dispute Over Property Purchase Discount

Foo Song Mee, a real estate agent, sued Ho Kiau Seng in the Court of Appeal of Singapore, seeking $271,913.40 in outstanding commission. The claim arose from an agreement where Foo Song Mee would negotiate a discount on the purchase price of a property development for Ho Kiau Seng, and receive a commission of 30% of the savings. The trial judge dismissed the claim, but the Court of Appeal allowed Foo Song Mee's appeal on 6 September 2011, finding that a contract existed and awarding her the outstanding balance.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Real estate agent Foo Song Mee sues businessman Ho Kiau Seng for unpaid commission. The Court of Appeal allowed Foo Song Mee's appeal, finding a valid contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Foo Song MeeAppellantIndividualAppeal AllowedWon
Ho Kiau SengRespondentIndividualCounterclaim AllowedLost

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of the Court of AppealYes
Andrew Phang Boon LeongJustice of the Court of AppealNo
V K RajahJustice of the Court of AppealNo

4. Counsels

Counsel NameOrganization
Foo Soon YienBernard & Rada Law Corporation
Hee Theng FongRHT Law LLP
Lin Ying ClareRHT Law LLP
Leong Kai YuanRHT Law LLP

4. Facts

  1. Foo Song Mee, a real estate agent, was to assist in the sale of a development.
  2. Ho Kiau Seng was interested in purchasing units in the development.
  3. Foo Song Mee negotiated a discount on the purchase price for Ho Kiau Seng.
  4. Ho Kiau Seng agreed to pay Foo Song Mee a commission on the discount obtained.
  5. The parties agreed that $1,459,567 was the total discount and the commission was 30% of the savings.
  6. Ho Kiau Seng made two payments to Foo Song Mee totaling $165,956.70.
  7. Ho Kiau Seng claimed the payments were friendly loans, while Foo Song Mee claimed they were partial commission payments.

5. Formal Citations

  1. Foo Song Mee v Ho Kiau Seng, Civil Appeal No 16 of 2011, [2011] SGCA 45
  2. Foo Song Mee v Ho Kiau Seng, , [2011] SGHC 4

6. Timeline

DateEvent
Foo Song Mee was informed about the availability of the Development for sale.
First meeting between Foo Song Mee and Ho Kiau Seng.
Foo Song Mee wrote to Ho Kiau Seng proposing to be his agent.
Purchase price reduced to $1,550 psf.
Gazelle granted Ho Kiau Seng the options to purchase all eleven units.
Parties determined the total discount to be $1,459,567 and agreed on a commission of $437,870.10.
Sale and purchase agreements for the eleven units were executed.
Foo Song Mee requested commission from Ho Kiau Seng.
Foo Song Mee handed over a draft letter to Ho Kiau Seng.
Foo Song Mee received a cheque for $145,956.70 from Ho Kiau Seng.
Foo Song Mee paid HLS a referral fee of $31,607.50.
Ho Kiau Seng issued another cheque to Foo Song Mee for $20,000.
Ho Kiau Seng's solicitors instructed Foo Song Mee that she was to be appointed his exclusive agent for one month.
Exclusive agency period ended.
Foo Song Mee sent Ho Kiau Seng a letter of demand for the balance of the commission.
Foo Song Mee issued a writ against Ho Kiau Seng.
Appeal allowed.
Reasons for allowing the appeal were given.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The Court of Appeal found that a contract existed between the parties for the payment of commission.
    • Category: Substantive
  2. Quantum Meruit
    • Outcome: The court considered the doctrine of quantum meruit in determining whether a reasonable sum should be paid for services rendered.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Claim for Commission

10. Practice Areas

  • Commercial Litigation
  • Real Estate Transactions

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Foo Song Mee v Ho Kiau SengHigh CourtYes[2011] SGHC 4SingaporeThe decision of the High Court which was appealed against in this case.
Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte LtdSingapore Court of AppealYes[2006] 1 SLR(R) 927SingaporeCited for the principle of implying terms in a contract based on the objective intention of the parties.
Chua Choon Cheng and others v Allgreen Properties Ltd and another appealSingapore Court of AppealYes[2009] 3 SLR(R) 724SingaporeCited for the principle of implying terms in a contract based on the objective intention of the parties.
Ng Giap Hon v Westcomb Securities Pte Ltd and othersSingapore Court of AppealYes[2009] 3 SLR(R) 518SingaporeCited for the principle of implying terms in a contract based on the objective intention of the parties.
British Steel Corp v Cleveland Bridge and Engineering Co LtdEngland and Wales High Court (Queen's Bench Division)Yes[1984] 1 All ER 504England and WalesCited for the principle that the question in each case is whether, on a true construction of the relevant transaction, it was consistent with the intention of the parties that even though no price had been agreed a reasonable price should be paid.
May & Butcher Ltd v REngland and Wales Court of AppealYes[1934] 2 KB 17England and WalesCited for the principle that the question in each case is whether, on a true construction of the relevant transaction, it was consistent with the intention of the parties that even though no price had been agreed a reasonable price should be paid.
W N Hillas & Co Ltd v Arcos LtdHouse of LordsYes147 LT 503England and WalesCited for the principle that the question in each case is whether, on a true construction of the relevant transaction, it was consistent with the intention of the parties that even though no price had been agreed a reasonable price should be paid.
Foley v Classique Coaches LtdEngland and Wales Court of AppealYes[1934] 2 KB 1England and WalesCited for the principle that the question in each case is whether, on a true construction of the relevant transaction, it was consistent with the intention of the parties that even though no price had been agreed a reasonable price should be paid.
Way v LatillaHouse of LordsYes[1937] 3 All ER 759England and WalesCited for the principle that where there is no concluded contract as to remuneration, a party is entitled to a reasonable remuneration on the implied contract to pay him quantum meruit.
Powell v BraunEngland and Wales High Court (Queen's Bench Division)Yes[1954] 1 WLR 401England and WalesCited as an example where a claim in quantum meruit was allowed for a reasonable amount of bonus remuneration.
Lampleigh v BraithwaiteCourt of King's BenchYesHobart 105, 80 E.R. 255England and WalesCited as an early case establishing that a claim in quantum meruit might be made for services rendered at the request of the promisor.
Rabiah Bee bte Mohamed Ibrahim v Salem IbrahimHigh CourtYes[2007] 2 SLR(R) 655SingaporeCited for the distinction between contractual quantum meruit and restitutionary quantum meruit.
Serck Controls Limited v Drake & Schull Engineering LimitedTechnology and Construction CourtYes73 Con. L. R. 100England and WalesCited for the distinction between contractual quantum meruit and restitutionary quantum meruit.
Gold Coin Ltd v Tay Kim WeeCourt of AppealYes[1987] 2 MLJ 271SingaporeCited as an example of contractual quantum meruit where an express provision for commission failed due to the absence of an essential term as to the amount or rate of the commission.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Commission
  • Discount
  • Real estate agent
  • Purchase price
  • Quantum meruit
  • Price Reduction Services

15.2 Keywords

  • Commission
  • Real estate
  • Contract
  • Discount
  • Singapore
  • Court of Appeal

17. Areas of Law

Area NameRelevance Score
Contract Law90
Price Reduction Services85
Real Estate80
Agency Law75
Commercial Disputes60

16. Subjects

  • Contract Law
  • Real Estate
  • Commission Dispute