Ong Kok Ming v Happy Valley Holdings: Enforceability of Property Option Agreement

In Ong Kok Ming (alias Ong Henardi) v Happy Valley Holdings Pte Ltd and another, the High Court of Singapore, on 31 August 2011, ruled in favor of Ong Kok Ming, finding that Happy Valley Holdings Pte Ltd and Mr. Peter Lok Chan breached a contract by failing to issue an option to purchase property at $14.5 million. The court awarded Ong Kok Ming $1 million in damages, representing the difference between the agreed price and the property's market value when it was sold to a third party. The claim was for breach of contract.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for the plaintiff.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Breach of contract case regarding an option to purchase property. The court found an enforceable agreement and awarded damages to the plaintiff.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ong Kok Ming (alias Ong Henardi)PlaintiffIndividualJudgment for PlaintiffWon
Happy Valley Holdings Pte LtdDefendantCorporationJudgment against DefendantLost
Peter Lok ChanDefendantIndividualJudgment against DefendantDefault

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Wong Siew HongInfinitus Law Corporation
Colin PhanInfinitus Law Corporation
Basil Ong Kah LiangPK Wong & Associates LLC

4. Facts

  1. Plaintiff and defendants negotiated the sale of property owned by the defendants.
  2. Plaintiff paid $145,000 as option money.
  3. Defendants received a higher offer from a third party (Geetex).
  4. Defendants sold the property to Geetex instead of issuing the option to the plaintiff.
  5. The plaintiff produced documents to the first defendant to prove that he had substantial moneys coming in and would be able to complete the purchase.

5. Formal Citations

  1. Ong Kok Ming (alias Ong Henardi) v Happy Valley Holdings Pte Ltd and another, Suit No 1051 of 2009, [2011] SGHC 199

6. Timeline

DateEvent
Power of attorney granted by the second defendant to Susanna Kwan Ping Sum.
The Property was mortgaged to the Bank of East Asia Limited.
Financial crisis.
Valuation report showing a total value of about $20m for the units comprising the Property and a forced sale value of $16m.
Mr. Chu contacted FC to see whether he had any clients who might be interested in purchasing the Property.
First meeting between the plaintiff and the defendants’ representatives.
BEA kept pressing the first defendant to sell the Property and indicated it would prefer an owner’s sale rather than a forced sale.
BEA informed Mr Chu that it had received offers to purchase the Property at a price of about $12m.
Lunch meeting to discuss the sale of the Property.
Third meeting took place at the Pines Club over lunch.
FC collected two cheques in favour of the first defendant from the plaintiff.
The plaintiff received the draft option.
FC went to the first defendant’s office and wanted to hand over the plaintiff’s personal cheques to Ms Kwan in exchange for the earlier Megantara cheques.
Meeting that took place in the first defendant’s office, between Mr Chu and FC.
The first defendant deposited the plaintiff’s cheques.
BEA informed Mr Chu that it had a purchaser who would be prepared to pay $15.5m for the Property.
Mr Chu went to Hong Kong.
Ms Kwan and Mr Chu asked FC to go to their office.
The sale of the Property to Geetex was completed.
The plaintiff commenced this action.
The plaintiff amended his statement of claim.
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the defendants breached the contract by failing to issue the option to the plaintiff and selling the property to a third party.
    • Category: Substantive
    • Sub-Issues:
      • Failure to issue option
      • Failure to sell property at agreed price
  2. Enforceability of Option Agreement
    • Outcome: The court held that the draft option and the acknowledgement of the plaintiff’s cheques together constituted a sufficient memorandum of the option agreement to satisfy s 6(d) of the Civil Law Act.
    • Category: Substantive
    • Sub-Issues:
      • Sufficiency of memorandum in writing
      • Satisfaction of Section 6(d) of the Civil Law Act

8. Remedies Sought

  1. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Real Estate Litigation

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Joseph Mathew v Singh ChiranjeevCourt of AppealYes[2010] 1 SLR(R) 338SingaporeCited for the principle that an option for the purchase of property creates an equitable interest in the land and for the requirements of Section 6(d) of the Civil Law Act regarding written evidence of a contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Civil Law Act (Cap 43, 1999 Rev Ed) s 6(d)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Option agreement
  • Breach of contract
  • Memorandum in writing
  • Specific performance
  • Option money
  • Property sale

15.2 Keywords

  • breach of contract
  • option agreement
  • property sale
  • singapore
  • real estate
  • civil law act

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contract Law85
Option Agreement75
Property Law70
Real Estate Transactions65
Enforceability of Contract60

16. Subjects

  • Contract Law
  • Real Estate
  • Civil Litigation