LTT Global Consultants v BMC Academy: Breach of Contract & Profit Sharing Dispute

LTT Global Consultants, a Malaysian sole proprietorship represented by Dr. Siva Ananthan, sued BMC Academy Pte Ltd in the High Court of Singapore for breach of contract. The contract involved a collaboration to deliver an LLB program to students enrolled with BMC Academy. LTT alleged that BMC breached the agreement by failing to provide suitable premises, adequately market the program, allow inspection of financial records, and pay fees due. BMC counter-argued that LTT breached the contract by failing to ensure Dr. Siva obtained a valid employment pass. The court, presided over by Judith Prakash J, found BMC in breach of contract for failing to provide access to financial records and failing to provide an account of fees collected on a bi-monthly basis, but also found that LTT was in breach for suspending services. The court awarded damages to LTT to be assessed, but rejected LTT's claim for loss of future profits.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for the plaintiff for damages to be assessed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Breach of contract case where LTT Global Consultants sued BMC Academy for prematurely terminating their collaboration agreement. The court found BMC in breach but limited LTT's remedies.

1.7 Decision Date

31 March 2011

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
LTT Global Consultants	Plaintiff	Other	Judgment for Plaintiff	Partial	Ranjit Singh of Francis Khoo & Lim
BMC Academy Pte Ltd	Defendant	Corporation	Damages to be paid	Lost	Edmond Pereira of Edmond Pereira & Partners

3. Judges

Judge Name	Title	Delivered Judgment
Judith Prakash	Judge	Yes

4. Counsels

Counsel Name	Organization
Ranjit Singh	Francis Khoo & Lim
Edmond Pereira	Edmond Pereira & Partners

4. Facts

LTT Global Consultants and BMC Academy entered into a collaboration agreement for the delivery of an LLB program.
The agreement stipulated that LTT would provide academic support, and BMC would provide premises and handle student recruitment.
A dispute arose regarding the adequacy of the premises, marketing efforts, and access to financial records.
LTT alleged that BMC failed to provide suitable premises, adequate marketing, and access to financial records.
BMC contended that LTT breached the agreement by failing to ensure Dr. Siva obtained a valid employment pass.
The court found that BMC was in breach of contract for failing to provide access to financial records and failing to provide an account of fees collected on a bi-monthly basis.
The court also found that LTT was in breach for suspending services.

5. Formal Citations

LTT Global Consultants v BMC Academy Pte Ltd, Suit No 230 of 2008, [2011] SGHC 80

6. Timeline

Date	Event
2005-01-01	BMC Academy set up its LLB programme.
2007-08-01	BMC Academy and LTT Global Consultants began discussions regarding consultancy services.
2007-08-17	Collaboration Agreement relating to LLB Degree Program signed.
2007-08-21	BMC Academy placed the first advertisement of the LLB programme in the Straits Times.
2007-09-03	Ministry of Education gave permission to BMC Academy to employ Dr Siva as a teacher.
2007-09-03	Ministry of Manpower issued an In-Principle Approval Letter for Employment Pass for Dr Siva.
2007-09-05	LTT Global Consultants alleges formal lessons for the students who had enrolled in the LLB programme started.
2007-09-20	LTT Global Consultants sent an e-mail to BMC Academy alleging breaches of the agreement and suspending services.
2007-09-21	BMC Academy wrote to the Ministry of Manpower requesting that the Employment Pass issued to Dr Siva be cancelled.
2007-09-23	Mr Akbar Maricar made a police report on behalf of BMC Academy against Dr Siva.
2007-09-27	LTT Global Consultants sent a second e-mail to BMC Academy repeating allegations and threatening legal action.
2007-10-01	Ministry of Manpower withdrew its approval of Dr Siva's employment pass.
2007-10-01	Dr Siva was arrested and detained overnight by the police.
2008-04-03	LTT Global Consultants started action against BMC Academy.
2011-04-01	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the defendant breached the contract by failing to provide access to financial records and failing to provide an account of fees collected on a bi-monthly basis.
- Category: Substantive
- Sub-Issues:
  - Failure to provide suitable premises
  - Failure to adequately market the program
  - Failure to allow inspection of financial records
  - Failure to pay fees due
Termination of Contract
- Outcome: The court held that the plaintiff was not entitled to terminate the agreement based on the defendant's breaches.
- Category: Substantive
- Related Cases:
  - [2009] 3 SLR(R) 883
  - [2007] 4 SLR(R) 413
Contra Proferentem
- Outcome: The court held that the contra proferentem principle should not be applied in this case.
- Category: Substantive
- Related Cases:
  - [2010] 3 SLR 1021
  - [1996] 2 BCLC 69
  - [1978] 2 All ER 1149
  - [1988] 1 WLR 799
  - (1993) SLT 1037
  - (2008) EWHC 2127

8. Remedies Sought

Account of fees received
Payment of 30% of fees received
Reimbursement of expenses
Payment of half of the balance of the revenue
Loss of future profits

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Education

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Mohammed Shahid Late Mahabubur Rahman v Lim Keenly Builders Pte Ltd	High Court	Yes	[2010] 3 SLR 1021	Singapore	Cited for the principle that the contra proferentem principle cannot apply to create an ambiguity where one does not exist.
Tam Wing Chuen v Bank of Credit and Commerce Hong Kong Ltd	Unknown	Yes	[1996] 2 BCLC 69	Hong Kong	Cited for the principle that the person who puts forward the wording of a proposed agreement may be assumed to have looked after his own interests.
Levison v Farin	Unknown	Yes	[1978] 2 All ER 1149	England and Wales	Cited for the principle that contra proferentem is irrelevant where the clause emerged as a result of joint efforts.
Kleinwort Benson v Malaysian Mining Corp Berhad	Unknown	Yes	[1988] 1 WLR 799	England and Wales	Cited for the principle that the contra proferentem principle did not apply to a joint drafting effort.
GA Estates Ltd v Caviapen Trustees Ltd (No 1)	Unknown	Yes	(1993) SLT 1037	Scotland	Cited for the observation that in ordinary contracts where parties are contracting on an equal footing it may fairly be assumed that the ultimate terms are arrived at by mutual adjustments and do not represent the language of one party more than the other.
Oxonica Energy Ltd v Neuftec Ltd	Unknown	Yes	(2008) EWHC 2127	England and Wales	Cited for the principle that the maxim contra proferentem operates most comfortably in standard term contracts, where one side puts forward the document on take it or leave it terms.
Sports Connection Pte Ltd v Deuter Sports GmbH	Court of Appeal	Yes	[2009] 3 SLR(R) 883	Singapore	Cited for the legal principles which determine when an innocent party is entitled to terminate a contract by reason of breach on the part of the other party to the contract.
RDC Concrete Pte Ltd v Seto Kogyo (S) Pte Ltd	Court of Appeal	Yes	[2007] 4 SLR(R) 413	Singapore	Cited for the legal principles which determine when an innocent party is entitled to terminate a contract by reason of breach on the part of the other party to the contract.

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

Collaboration Agreement
LLB Programme
Commencement Date
Bi-monthly
Employment Pass
Receipt Books
Accounting Records
Free Preview Classes

15.2 Keywords

breach of contract
profit sharing
LLB program
education
collaboration agreement

17. Areas of Law

Area Name	Relevance Score
Breach of Contract	90
Contract Law	80
Company Law	30
Litigation	20
Evidence Law	20
Accounting	15

16. Subjects

Contract Dispute
Education Law