Ritzland Investment v Grace Management: Breach of Sub-Lease Dispute

Ritzland Investment Pte Ltd, as the lessor, sued Grace Management & Consultancy Services Pte Ltd in the High Court of Singapore on 30 May 2013, alleging breaches of two sub-leases for property at 231 Mountbatten Road. Ritzland claimed arrears of rent, interest, and damages, and sought a declaration of lawful re-entry. The court, presided over by Vinodh Coomaraswamy J, granted summary judgment to Ritzland for rental arrears and damages related to one sub-lease (Premises A), while granting Grace Management unconditional leave to defend the claims related to the other sub-lease (Premises B). The court found that Grace Management breached the sub-lease agreement by unilaterally vacating Premises A and ceasing rental payments.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Ritzland Investment sued Grace Management for breaching sub-lease obligations. The court granted summary judgment to Ritzland for rental arrears and damages.

1.7 Decision Date

6 April 2014

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ritzland Investment Pte Ltd	Plaintiff	Corporation	Judgment for Plaintiff	Won	Ng Hui Min of Rodyk & Davidson LLP Sim Junhui of Rodyk & Davidson LLP
Grace Management & Consultancy Services Pte Ltd	Defendant	Corporation	Judgment against Defendant	Lost	Andrew Wu of Allister Lim & Thrumurgan

3. Judges

Judge Name	Title	Delivered Judgment
Vinodh Coomaraswamy	Judge	Yes

4. Counsels

Counsel Name	Organization
Ng Hui Min	Rodyk & Davidson LLP
Sim Junhui	Rodyk & Davidson LLP
Andrew Wu	Allister Lim & Thrumurgan

4. Facts

Ritzland Investment leased property from the Government of Singapore.
Ritzland Investment sub-let part of the property (Premises A) to Grace Management.
The sub-lease for Premises A was based on a letter of offer.
Grace Management vacated Premises A before the sub-lease expired.
Grace Management stopped paying rent for Premises A.
Ritzland Investment sued Grace Management for breach of the sub-lease.
Grace Management claimed the sub-lease was 'bad in law' because Ritzland's master lease expired before the sub-lease.

5. Formal Citations

Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd, Suit No 493 of 2013 (Summons No 4457 of 2013), [2014] SGHC 62

6. Timeline

Date	Event
2007-01-01	Singapore Land Authority awarded Ritzland Investment the right to lease the property.
2008-01-09	First master lease commenced.
2008-01-14	First master lease was dated.
2008-07-02	Singapore Land Authority confirmed the Government's 9-year commitment to lease the property to Ritzland Investment.
2010-11-15	Tenancy agreement between Ritzland Investment and Grace Management for units on the second and third stories of Block A commenced.
2010-12-01	Ritzland Investment secured the second master lease of the property.
2010-12-17	Second master lease was dated.
2011-01-01	Grace Management commenced paying monthly facility charges of $12,480.
2011-05-27	Tenancy agreement between Ritzland Investment and Grace Management for units on the second and third stories of Block A was dated.
2011-09-12	Ritzland Investment offered Grace Management a sub-lease of Premises B.
2011-10-01	Sub-lease of Premises B commenced.
2012-02-17	Ritzland Investment offered Grace Management a sub-lease of Premises A.
2012-02-20	Grace Management accepted the sub-lease of Premises A.
2012-04-01	Sub-lease of Premises A commenced.
2012-05-09	Tenancy agreement for Premises B was entered into.
2013-03-21	Grace Management informed Ritzland Investment of their intent to vacate Premises A and Premises B.
2013-03-31	Grace Management vacated Premises A.
2013-05-30	Ritzland Investment sued Grace Management.
2013-08-28	Ritzland Investment applied for summary judgment.
2013-09-01	Ritzland Investment secured the third master lease.
2013-09-23	Third master lease was dated.
2013-12-03	Court entered judgment for Ritzland Investment in part.
2013-12-10	Grace Management applied for leave to present further arguments.
2014-01-13	Court heard further arguments and decided not to vary the orders.
2014-04-07	Decision Date.

7. Legal Issues

Breach of Contract
- Outcome: The court held that the defendant was in repudiatory breach of the sub-lease agreement by unilaterally vacating the premises and ceasing rental payments.
- Category: Substantive
- Sub-Issues:
  - Repudiatory breach
  - Failure to pay rent
  - Unilateral termination of lease
Tenancy by Estoppel
- Outcome: The court held that the defendant was estopped from denying the plaintiff's leasehold title to the property.
- Category: Substantive
Summary Judgment
- Outcome: The court granted summary judgment to the plaintiff for part of its claim, finding that the defendant had no bona fide defense.
- Category: Procedural

8. Remedies Sought

Rental Arrears
Interest
Damages
Declaration of Lawful Re-entry

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation
Lease Disputes

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Asirham Investment Pte Ltd v JSI Shipping Pte Ltd	High Court	Yes	[2008] 1 SLR(R) 117	Singapore	Cited as authority for the proposition that a lease of real property is binding if it is evidenced in writing and sets out the four essential elements: the parties to the lease, the property leased, the term of the lease and its commencement, and the rent payable under the lease.
Klerk-Elias Liza v K T Chan Clinic Pte Ltd	Court of Appeal	Yes	[1993] 1 SLR(R) 609	Singapore	Cited as authority for the proposition that a lease of real property is binding if it is evidenced in writing and sets out the four essential elements: the parties to the lease, the property leased, the term of the lease and its commencement, and the rent payable under the lease.
Maresse Collections Inc v Trademart Singapore Pte Ltd	High Court	Yes	[1999] SGHC 123	Singapore	Cited as authority for the proposition that a lease of real property is binding if it is evidenced in writing and sets out the four essential elements: the parties to the lease, the property leased, the term of the lease and its commencement, and the rent payable under the lease.
Harvey v Pratt	N/A	Yes	[1965] 1 WLR 1025	England	Cited as authority for the proposition that a lease of real property is binding if it is evidenced in writing and sets out the four essential elements: the parties to the lease, the property leased, the term of the lease and its commencement, and the rent payable under the lease.
Associated Development Pte Ltd v Loong Sie Kiong Gerald	N/A	Yes	[2009] 4 SLR(R) 389	Singapore	Cited for the principle that to obtain summary judgment, a plaintiff has first to show that he has a prima facie case for summary judgment.
Rankine Bernadette Adeline v Chenet Finance Ltd	N/A	Yes	[2011] 3 SLR 756	Singapore	Cited for the principle that to obtain summary judgment, a plaintiff has first to show that he has a prima facie case for summary judgment.
Thomson Rubbers (India) Pte Ltd v Tan Ai Hock	N/A	Yes	[2012] 1 SLR 772	Singapore	Cited for the principle that to obtain summary judgment, a plaintiff has first to show that he has a prima facie case for summary judgment.
Goh Chok Tong v Chee Soon Juan	N/A	Yes	[2003] 3 SLR(R) 32	Singapore	Cited for the principle that if the plaintiff shows a prima facie case, the burden shifts to the defendant who, in order to obtain leave to defend, must establish that there is a fair or reasonable probability that he has a real or bona fide defence.
Malayan Banking Bhd v Agencies Service Bureau Sdn Bhd	N/A	Yes	[1982] 1 MLJ 198	N/A	Cited for the duty of any counsel who knowingly tenders a chargeable but unstamped document to the court to draw the court’s attention to that fact and the provisions of s 52.
Singapore Woodcraft Manufacturing v Mok Ah Sai	N/A	Yes	[1979] 2 MLJ 166	Singapore	Cited for the principle that a lease creates both contractual rights and obligations good as against the counterparty and proprietary rights good against the world.
Tan Soo Leng v Lim Thian Cai Charles	N/A	Yes	[1998] 2 SLR 923	Singapore	Cited for the principle that a lease creates both contractual rights and obligations good as against the counterparty and proprietary rights good against the world.
Lim Kim Som v Sheriffa Taibah bte Abdul Rahman	N/A	Yes	[1994] 1 SLR 393	Singapore	Cited for the principle that a lease creates both contractual rights and obligations good as against the counterparty and proprietary rights good against the world.
Batshita International (Pte) Ltd v Lim Eng Hock Peter	N/A	Yes	[1997] 1 SLR 241	Singapore	Cited for the principle that a lease creates both contractual rights and obligations good as against the counterparty and proprietary rights good against the world.
National Carriers Ltd v Panalpina (Northern) Ltd	N/A	Yes	[1981] AC 675	England	Cited for the principle that a lease creates both contractual rights and obligations good as against the counterparty and proprietary rights good against the world.
Methani v Perianayagam	N/A	Yes	[1961] 1 MLJ 5	Singapore	Cited for the doctrine that a tenant may not question his landlord`s title and, conversely, that a landlord having by his offer of a tenancy induced a tenant to enter into (or remain in) occupation and to pay rent, cannot deny the validity of the tenancy by alleging his own want of title to create it.
EH Lewis & Son Ltd v Morelli	N/A	Yes	[1948] 2 All ER 1023	England	Cited for the doctrine that a tenant may not question his landlord`s title and, conversely, that a landlord having by his offer of a tenancy induced a tenant to enter into (or remain in) occupation and to pay rent, cannot deny the validity of the tenancy by alleging his own want of title to create it.
Bruton v London & Quadrant Housing Trust	N/A	Yes	[2000] 1 AC 406	England	Cited for the principle that it is the relationship between the parties which precedes and gives rise to the estoppel.
Harrison v Wells	English Court of Appeal	Yes	[1967] 1 QB 263	England	Cited for the common law rule embodied in s 118(1) that the estoppel is founded upon the principle that a tenant cannot take the advantages derived from a lease while at the same time denying the landlord’s right to grant that very lease. Overruled by Industrial Properties (Barton Hill) Ltd v Associated Electrical Industries Ltd [1977] 1 QB 580.
Cuthbertson v Irving	N/A	Yes	28 LJ Ex 306	N/A	Cited for the principle that a tenant cannot take the advantages derived from a lease while at the same time denying the landlord’s right to grant that very lease.
Industrial Properties (Barton Hill) Ltd v Associated Electrical Industries Ltd	N/A	Yes	[1977] 1 QB 580	England	Cited for the modern view of estoppel at common law, that the doctrine of tenancy by estoppel has proved of good service and should not be whittled down. It should apply in all cases as between landlord and tenant – no matter whether the tenant is still in possession or gone out of possession – so long as he is not confronted with an adverse claim by a third person to the property.
Government of the State of Penang v BH Onn & Ors	Privy Council	Yes	[1971] 2 MLJ 235	Malaysia	Cited for the interpretation of ‘during the continuance of the tenancy’ to mean that the tenant is estopped from denying the title of the landlord so long as the tenant is still in possession.
Singma Sawmill Co Sdn Bhd v Asian Holdings (Industralised Buildings) Sdn Bhd	N/A	Yes	[1980] 1 MLJ 21	Malaysia	Cited for the interpretation of ‘during the continuance of the tenancy’ to mean that the tenant is estopped from denying the title of the landlord so long as the tenant is still in possession.
Tan Chee Lan v Dr Tan Yee Beng	N/A	Yes	[1997] 4 MLJ 170	Malaysia	Cited for the interpretation of ‘during the continuance of the tenancy’ to mean that the tenant is estopped from denying the title of the landlord so long as the tenant is still in possession.
Rosman bin Haji Abdul Rashid v Rosmah Begum bte Bahadur Beg	N/A	Yes	[1993] 2 MLJ 196	Malaysia	Cited for the interpretation of ‘during the continuance of the tenancy’ to mean that the tenant is estopped from denying the title of the landlord so long as the tenant is still in possession.
Tan Kim Kuan v Liew Yew Sang	N/A	Yes	[1973] 1 MLJ 213	Malaysia	Cited for the interpretation of ‘during the continuance of the tenancy’ to mean that the tenant is estopped from denying the title of the landlord so long as the tenant is still in possession.
Thode Gerd Walter v Mintwell Industry Pte Ltd	High Court	Yes	[2009] SGHC 44	Singapore	Cited for the principle that the estoppel continues to operate and bind the parties even after the term has ended except where the tenant is dispossessed by a third party with a superior title to his landlord.
Song Brothers Marketing v Kalpanath Singh s/o Ramraj Singh trading as Raj Wines	District Court	Yes	[2010] SGDC 280	Singapore	Cited for the principle that a tenancy by estoppel had arisen.
Street v Mountford	N/A	Yes	[1985] AC 809	England	Cited for the fundamental purpose of a lease is to bind the lessor to give – and to bind the lessee to take – exclusive possession of real property for a term, typically though not necessarily in consideration of a periodic or lump sum payment.
Ashburn Anstalt v Arnold	N/A	Yes	[1989] Ch 1	England	Cited for the fundamental purpose of a lease is to bind the lessor to give – and to bind the lessee to take – exclusive possession of real property for a term, typically though not necessarily in consideration of a periodic or lump sum payment.
Hammersmith and Fulham London Borough Council v Monk	N/A	Yes	[1992] AC 478	England	Cited for the trend in the cases in England has been to assimilate the personal rights of parties to leases more and more with the personal rights of parties under the general law of contract.
Hussein v Mehlman	N/A	Yes	[1992] 2 EGLR 87	N/A	Cited for the principle that where a landlord commits a repudiatory breach of a lease, it gives the tenant a right to accept that repudiatory breach and bring to an end the prospective obligations of the parties to the lease just as it would in respect of an ordinary contract.
Protax Co-operative Society Ltd v Toh Teng Seng	High Court	Yes	[2001] SGHC 84	Singapore	Cited for the principle that where a landlord commits a repudiatory breach of a lease, it gives the tenant a right to accept that repudiatory breach and bring to an end the prospective obligations of the parties to the lease just as it would in respect of an ordinary contract.
Reichman v Beveridge	N/A	Yes	[2005] EWCA Civ 1659	England and Wales	Cited for the principle that where it is the tenant who is in repudiatory breach of a lease, it seems that the rules of forfeiture, of relief against forfeiture and of re-entry arising under the law of leases continue to apply.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R 5, 2006 Rev Ed)	Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)	Singapore
Civil Law Act (Cap 43, 1999 Rev Ed) s 6(d)	Singapore
Stamp Duties Act (Cap 312, 1997 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 118(1)	Singapore
Civil Law Act s 12(1)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Sub-lease
Master lease
Repudiatory breach
Tenancy by estoppel
Summary judgment
Letter of offer
Rental arrears
Facility charges

15.2 Keywords

Lease
Sublease
Breach of Contract
Rental Arrears
Singapore
Commercial Property
Tenancy
Estoppel

17. Areas of Law

Area Name	Relevance Score
Landlord and Tenant Law	90
Real Estate	80
Contract Law	75
Breach of Contract	70
Estoppel	50

16. Subjects

Lease Agreement
Commercial Law
Property Law