Goldzone v Creative: Misrepresentation & Oral Contract Dispute in Tenancy Agreements

Goldzone (Asia Pacific) Ltd sued Creative Technology Centre Pte Ltd in the High Court of Singapore on 27 April 2011, alleging misrepresentations and breach of an oral collateral contract related to three tenancy agreements. Goldzone sought rescission of the agreements and damages. Creative counterclaimed for breach of contract due to unpaid rent and other charges. The court, presided over by Andrew Ang J, dismissed Goldzone's claim, finding no actionable misrepresentation or valid oral collateral contract, and ruled in favor of Creative's counterclaim for $381,734.35 plus interest and costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Goldzone's claim was dismissed and judgment given for Creative in the counterclaim.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Goldzone sues Creative for misrepresentation in tenancy agreements. Court dismisses Goldzone's claim, finding no actionable misrepresentation or oral contract.

1.7 Decision Date

26 April 2011

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Goldzone (Asia Pacific) Ltd (formerly known as Goldzone (Singapore) Ltd)	Plaintiff	Corporation	Claim Dismissed	Lost	Devadas Naidu
Creative Technology Centre Pte Ltd	Defendant	Corporation	Judgment for Defendant on Counterclaim	Won	Andre Maniam, Liew Yik Wee, Chen Xinping

3. Judges

Judge Name	Title	Delivered Judgment
Andrew Ang	Judge	Yes

4. Counsels

Counsel Name	Organization
Devadas Naidu	Mohan Das Naidu & Partners
Andre Maniam	WongPartnership LLP
Liew Yik Wee	WongPartnership LLP
Chen Xinping	WongPartnership LLP

4. Facts

Goldzone entered into three agreements with Creative for the rental of units in the Creative Resource Building.
Goldzone alleged that Creative's representative made representations that induced them into signing the tenancy agreements.
Goldzone took possession of only two out of the three tenancies.
Goldzone claimed that Creative breached the agreements based on actionable misrepresentations and/or an alleged oral collateral contract.
Creative counterclaimed for Goldzone's breach of the agreements, including failure to pay rental and other charges.
Goldzone sought rescission of the agreements and damages, while Creative sought dismissal of Goldzone's claim and judgment for $381,734.35.

5. Formal Citations

Goldzone (Asia Pacific) Ltd (formerly known as Goldzone (Singapore) Ltd) v Creative Technology Centre Pte Ltd, Suit No 558 of 2008, [2011] SGHC 103

6. Timeline

Date	Event
2007-08-01	Goldzone met with Creative representatives to determine the suitability of the Building.
2007-08-02	Goldzone met with Creative representatives to determine the suitability of the Building.
2007-08-10	Goldzone met with Creative representatives to determine the suitability of the Building.
2007-10-09	Creative sent letter of offer (LO1) to Goldzone for units #01-04 and #01-05.
2007-10-12	Goldzone accepted letter of offer (LO1).
2007-10-31	Creative sent letter of offer (LO2) to Goldzone for units #05-04 and #05-05.
2007-11-01	Goldzone accepted letter of offer (LO2).
2007-11-01	Goldzone took possession of units #01-04 and #01-05.
2007-11-05	Goldzone took possession of unit #05-05.
2007-11-22	Creative sent letter of offer (LO3) to Goldzone for units #01-06/07/08 and #02-06.
2007-11-22	Goldzone accepted letter of offer (LO3).
2007-12-03	Goldzone took possession of unit #05-04.
2008-03-01	Premature termination of the third tenancy.
2008-07-31	Goldzone vacated the Building.
2008-07-31	Goldzone filed a suit against Creative.
2008-12-01	Order for consolidation was made.
2010-10-04	Ms. Lim cross-examined.
2011-04-27	Judgment was delivered.

7. Legal Issues

Misrepresentation
- Outcome: The court found that the alleged representations were not actionable as they lacked the crucial element of fraud or dishonesty.
- Category: Substantive
- Sub-Issues:
  - Statements of fact vs. opinion
  - Intention to induce
  - Reliance on false statement
  - Knowledge of falsity
- Related Cases:
  - [2001] 2 SLR(R) 435
Oral Collateral Contract
- Outcome: The court found that the alleged representations were inconsistent with the terms of the written agreements and could not be construed as promises under an oral collateral contract.
- Category: Substantive
- Sub-Issues:
  - Promissory nature of statement
  - Certainty of terms
  - Separate consideration
  - Animus contrahendi
  - Inconsistency with written agreement
- Related Cases:
  - [2002] 2 SLR(R) 50

8. Remedies Sought

Rescission of Agreements
Return of Security Deposits
Monetary Damages

9. Cause of Actions

Misrepresentation
Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Panatron Pte Ltd v Lee Cheow Lee	High Court	Yes	[2001] 2 SLR(R) 435	Singapore	Cited for the elements necessary to ground an action in deceit.
Lemon Grass v Peranakan Place Complex Pte Ltd	High Court	Yes	[2002] 2 SLR(R) 50	Singapore	Cited for the requirements of an oral collateral contract.
Kleinwort Benson Ltd v Malaysia Mining Corp Bhd	Court of Appeal	Yes	[1989] 1 All ER 785	England and Wales	Cited for the principle that parties must intend to create a legally binding contract.
Inntrepreneur Pub Co (GL) v East Crown Ltd	High Court	Yes	[2000] 2 Lloyd’s Rep 611	England and Wales	Cited for the requirement of animus contrahendi in an oral contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Misrepresentation
Oral Collateral Contract
Tenancy Agreement
Rescission
Breach of Contract
Animus Contrahendi
Affirmation
Tort of Deceit

15.2 Keywords

misrepresentation
oral contract
tenancy
lease
Singapore
High Court
contract law

16. Subjects

Contract Law
Real Estate Law
Civil Litigation

17. Areas of Law

Contract Law
Misrepresentation
Landlord-Tenant Law
Evidence Law