Baumann Xiaoyan v Tong Lian Joo: Misrepresentation & Breach of Undertaking in Art Purchase

In Baumann Xiaoyan v Tong Lian Joo, the High Court of Singapore heard a claim by Baumann Xiaoyan against Tong Lian Joo and another, arising from the purchase of artworks. The plaintiff alleged misrepresentation and breach of an undertaking. The court found the first defendant, Tong Lian Joo, liable for breach of the written undertaking to refund the purchase price of $300,000 for the artworks. The court dismissed the claim against the second defendant, finding no duty of care was owed to the plaintiff. Judgment was entered for the plaintiff against the first defendant for $300,000 plus interest and costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff against the first defendant; Plaintiff's claim against the second defendant is dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff sues for misrepresentation and breach of undertaking over art purchases. Court finds for plaintiff against first defendant, dismisses claim against second.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Baumann XiaoyanPlaintiffIndividualJudgment for PlaintiffWon
Tong Lian JooDefendantIndividualJudgment against DefendantLost

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Jimmy YimDrew & Napier LLC
Vikna Rajah s/o ThambirajahDrew & Napier LLC
Ng Lip ChihNLC Law Asia LLP
Pang Xiang ZhongPeter Pang & Co
Wijaya Ravana SivanathanPeter Pang & Co
Alfian TeoNLC Law Asia LLP

4. Facts

  1. The plaintiff purchased several works of art from the first defendant.
  2. The plaintiff claimed the first defendant made misrepresentations about the authenticity of the artworks.
  3. The first defendant provided a Written Undertaking to refund $300,000 to the plaintiff by 1 August 2009.
  4. The first defendant failed to pay the plaintiff by the agreed deadline.
  5. The second defendant was the first defendant's personal assistant.
  6. The plaintiff claimed the second defendant also made misrepresentations about the authenticity of the artworks.
  7. The first defendant initially denied making representations but later admitted he was obliged to reimburse the plaintiff if she was not satisfied.

5. Formal Citations

  1. Baumann Xiaoyan v Tong Lian Joo, Suit No 804 of 2009, [2011] SGHC 178

6. Timeline

DateEvent
Mr. Huang met with the first defendant and selected seven paintings and one wood carving.
Plaintiff paid $150,000 for the art pieces selected by her husband.
Mr. Huang met the second defendant and chose ten paintings and sketches.
Plaintiff paid the first defendant $150,000 for the ten paintings and sketches.
Mr. Huang sent four paintings to Sotheby’s for assessment.
The second defendant contacted Mr. Huang regarding a third set of six paintings.
The second defendant and Mr. Michael Ngor took the third set to the plaintiff’s home.
Plaintiff and Mr. Huang took one of the paintings from the third set to Professor Arthur Lim.
Mr. Huang requested that the second defendant take back all the artwork purchased from the first defendant.
The defendants met the plaintiff and Mr. Huang to resolve the matter. The Written Undertaking was signed by the first defendant.
Deadline for repayment expired.
Plaintiff sent text messages to both defendants asking them to return the money.
Plaintiff’s solicitors wrote a letter of demand.
First defendant’s solicitors replied to the letter of demand.
First defendant commenced Suit No 792 of 2009 against the plaintiff.
Plaintiff commenced the present action against the defendants.
The Defence and Counterclaim (Amendment No 2) was filed jointly on behalf of the first and second defendants.
The second defendant filed a separate Defence on her own behalf.
Plaintiff received a letter from the first defendant’s new solicitors enclosing a Notice to Deliver.
First defendant filed Defence and Counterclaim (Amendment No 3).
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the first defendant breached the terms of the Written Undertaking by failing to pay the plaintiff $300,000 by 1 August 2009.
    • Category: Substantive
  2. Negligent Misrepresentation
    • Outcome: The court held that the second defendant did not owe the plaintiff a duty of care and therefore cannot be made liable for negligent misrepresentation.
    • Category: Substantive

8. Remedies Sought

  1. Rescission of contract
  2. Return of $300,000
  3. Damages to be assessed

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Art

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Central Bank of India v Hemant Govindprasad BansalHigh CourtYes[2002] 3 SLR 190SingaporeCited for the principle that the plaintiff only needs to adduce prima facie evidence supporting the elements of her claim when the defendant does not adduce evidence.
Trans-World (Aluminium) Ltd v Cornelder China (Singapore)High CourtYes[2003] 3 SLR(R) 501SingaporeCited and endorsed the principles of liability for negligent mis-statement as set out in Hedley Byrne & Co Ltd v Heller & Partners Ltd and Caparo Industries plc v Dickman.
Hedley Byrne & Co Ltd v Heller & Partners LtdHouse of LordsYes[1964] AC 465England and WalesCited as setting out the principles of liability for negligent mis-statement.
Caparo Industries plc v DickmanHouse of LordsYes[1990] 2 AC 605England and WalesCited as setting out the principles of liability for negligent mis-statement.
Williams v Natural Life Health Foods LtdHouse of LordsYes[1998] 1 WLR 830England and WalesCited for the test of reasonable reliance on the assumption of personal responsibility by the individual who performed the services on behalf of the company.
White v JonesHouse of LordsNo[1995] 2 AC 207England and WalesCited by the plaintiff to assert that by choosing to answer Mr Huang’s questions regarding the Artworks, the second defendant had voluntarily assumed responsibility towards her.
Edgeworth Construction Ltd v N.D Lea & Associates LtdSupreme Court of CanadaNo107 DLR (4th) 169CanadaCited by the second defendant to submit that she did not assume responsibility towards the plaintiff as she had told Mr Huang to direct his queries on authenticity to the first defendant.
Smith v Eric S BushHouse of LordsNo[1990] 1 AC 831England and WalesCited to show that a claimant is more likely to be able to show that he is entitled to depend on a service or statement where the work is undertaken by a person who is exercising a special skill in a business context.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed)Singapore
Rules of Court (Cap 322, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Written Undertaking
  • Artworks
  • Misrepresentation
  • Counterfeit
  • Authenticity
  • Refund
  • Notice to Deliver

15.2 Keywords

  • art
  • paintings
  • misrepresentation
  • breach of contract
  • undertaking
  • refund

17. Areas of Law

Area NameRelevance Score
Misrepresentation90
Contract Law70
Remedies60
Breach of Undertaking50
Evidence40
Estoppel30

16. Subjects

  • Contract Dispute
  • Sale of Goods
  • Art Law