Elbow Holdings v Marina Bay Sands: Leave for Director to Represent Company in Misrepresentation and Breach of Contract Dispute
In Suit No 954 of 2012, Elbow Holdings Pte Ltd, the plaintiff, sought leave under O 1 r 9(2) of the Rules of Court for its director, Mr. Ted Tzovaras, to represent it in court against Marina Bay Sands Pte Ltd, the defendant, for damages for misrepresentation and breach of a tenancy agreement and a collateral contract. The defendant filed a counterclaim for arrears in rent and commenced two suits against the defendant for further arrears. Choo Han Teck J of the High Court dismissed the plaintiff's application, holding that O 1 r 9(2) cannot be used to circumvent the Legal Profession Act's rules regarding the admission of foreign lawyers.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court denied Elbow Holdings' application for its director to represent it in a suit against Marina Bay Sands for misrepresentation and breach of contract.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| MARINA BAY SANDS PTE LTD | Defendant | Corporation | Application Upheld | Won | |
| Elbow Holdings Pte Ltd | Plaintiff | Corporation | Application Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tsin Jenny | WongPartnership LLP |
| Fong Xian Jun Benjamin | WongPartnership LLP |
4. Facts
- The plaintiff is a tenant of the defendant.
- The plaintiff commenced Suit 954 of 2015 against the defendant for damages for misrepresentation and breach of a tenancy agreement and a collateral contract.
- The defendant filed a counterclaim for arrears in rent.
- Mr. Tzovaras was appointed as a director of the plaintiff on 24 June 2015.
- Mr. Tzovaras is a qualified lawyer who was licensed to practise in the Supreme Court of New South Wales as a solicitor in 1981.
- The plaintiff claims to have incurred $1m in legal fees.
- The plaintiff cites financial reasons for discharging its solicitors and for applying to have Mr Tzovaras act on its behalf under O 1 r 9(2).
5. Formal Citations
- Elbow Holdings Pte Ltd v Marina Bay Sands Pte Ltd, Suit No 954 of 2012 (Summons No 3332 of 2015), [2015] SGHC 209
6. Timeline
| Date | Event |
|---|---|
| Suit 954 of 2015 commenced by the plaintiff against the defendant for damages for misrepresentation and breach of a tenancy agreement and a collateral contract. | |
| Defendant filed a counterclaim for arrears in rent. | |
| Suit No 702 of 2013 commenced by the defendant against the plaintiff for further arrears allegedly due and owing to it by the plaintiff. | |
| Suit No 553 of 2014 commenced by the defendant against the plaintiff for further arrears allegedly due and owing to it by the plaintiff. | |
| M/s Wong & Leow LLC took over from M/s Rajah & Tann LLP as the plaintiff’s solicitors. | |
| The plaintiff’s appeal against the Registrar’s decision to award security for costs in favour of the defendant was dismissed. | |
| M/s Wong & Leow LLC discharged itself as the plaintiff’s solicitors. | |
| Mr. Ted Tzovaras was appointed as a director of the plaintiff. | |
| Judgment reserved. |
7. Legal Issues
- Leave for Officer to Represent Company
- Outcome: The court held that O 1 r 9(2) of the Rules of Court cannot be used to circumvent the Legal Profession Act's rules regarding the admission of foreign lawyers.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Misrepresentation
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Elbow Holdings Pte Ltd v Marina Bay Sands Pte Ltd | High Court | Yes | [2014] SGHC 219 | Singapore | Cited for a brief summary of the action. |
| Bulk Trading SA v Pevensey Pte Ltd and another | High Court | Yes | [2015] 1 SLR 538 | Singapore | Cited for the factors the court ought to consider in deciding an application under O 1 r 9(2). |
| Allergan, Inc and another v Ferlandz Nutra Pte Ltd | High Court | Yes | [2015] 2 SLR 94 | Singapore | Cited as a case that discussed the amended O 1 r 9 in some detail. |
13. Applicable Rules
| Rule Name |
|---|
| O 1 r 9(2) of the Rules of Court |
| O 1 r 9(6)(a) of the Rules of Court |
| O 1 r 9(4) |
| O 5 r 6(2) of the Rules of Court |
| O 12 r 1(2) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Legal Profession Act (Cap 161) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Leave to represent
- Rules of Court
- Legal Profession Act
- Foreign lawyer
- Director representation
15.2 Keywords
- Leave to represent
- Director
- Company
- Legal Profession Act
- Rules of Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Legal Profession Act | 80 |
| Civil Practice | 75 |
| Representation of Companies | 65 |
| Contract Law | 60 |
| Property Law | 30 |
16. Subjects
- Civil Procedure
- Legal Representation
- Companies Law