Chancery Law Corp v MCST No 1024: Contentious Business Agreement Dispute
Chancery Law Corporation commenced an action against Management Corporation Strata Title Plan No 1024 in the High Court of Singapore to enforce contentious business agreements regarding legal fees for prior representation in Suit No 311 of 2012, Originating Summons No 569 of 2013, and Civil Appeal No 110 of 2013. The MCST sought leave to issue a third party notice to join eight current or ex-council members, arguing they acted in excess of their authority by appointing Chancery Law. The High Court allowed Chancery Law's appeal, setting aside the third party notice, finding that joining the Council Members would cause substantial prejudice to Chancery Law and that the issues were distinct.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal allowed; third party notice set aside.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Chancery Law Corp seeks to enforce contentious business agreements against MCST No 1024. The court set aside a third party notice issued against Council Members.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chancery Law Corp | Applicant, Appellant | Corporation | Appeal Allowed | Won | Tan Tian Luh, Lin Zixian |
| Management Corporation Strata Title Plan No 1024 (Mok Wai Hoe, third parties) | Respondent | Corporation | Third party notice set aside | Lost | Denis Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| George Wei | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tan Tian Luh | Chancery Law Corporation |
| Lin Zixian | Chancery Law Corporation |
| Denis Tan | Toh Tan LLP |
4. Facts
- Chancery Law sought to enforce contentious business agreements against the MCST for legal services rendered.
- The MCST applied for leave to issue a third party notice against Council Members, claiming they exceeded their authority in appointing Chancery Law.
- The Assistant Registrar granted the MCST leave to issue the third party notice.
- Chancery Law appealed against the decision to grant leave for the third party notice.
- The MCST argued the Council Members lacked authority due to resolutions limiting legal fee expenditure.
- The MCST resisted payment of Chancery Law’s fees, alleging conflict of interest and excessive fees.
- The Court of Appeal had previously ruled on a related matter concerning the termination of Chancery Law's appointment.
5. Formal Citations
- Chancery Law Corp v Management Corporation Strata Title Plan No 1024 (Mok Wai Hoe, third parties), Originating Summons No 399 of 2014 (Registrar's Appeal No 323 of 2014), [2015] SGHC 66
6. Timeline
| Date | Event |
|---|---|
| Opposition faction commenced S 311/2012 against Mr Mok Wing Chong. | |
| MCST council resolved to appoint Chancery Law as legal representatives in S 311/2012. | |
| Mr Mok Wai Chung delivered Chancery Law’s letter of engagement and warrant to act. | |
| EOGM meeting passed Motion 2 to terminate Chancery Law's appointment. | |
| Opposition faction filed OS 569/2013. | |
| MCST council passed a resolution appointing Chancery Law as legal representatives in OS 569/2013. | |
| MCST executed Chancery Law’s terms of engagement and a warrant to act. | |
| Signed documents were delivered to Chancery Law. | |
| High Court gave judgment in OS 569/2013. | |
| Court of Appeal delivered its judgment on CA 110/2013. | |
| Chancery Law received a letter from solicitors acting on behalf of the Opposition faction in S 311/2012. | |
| Chancery Law received an email informing them that their appointment as solicitors for the MCST in S 311/2012 had been terminated. | |
| Assistant registrar granted the MCST leave to issue the third party notice. | |
| Third party notice filed. | |
| Judgment reserved. |
7. Legal Issues
- Enforcement of Contentious Business Agreement
- Outcome: The court must be satisfied that the terms of the agreement are fair and reasonable before the court will enforce it.
- Category: Substantive
- Sub-Issues:
- Fairness and Reasonableness of Agreement
- Validity of Agreement
- Formal Requirements of Agreement
- Third Party Notice
- Outcome: Leave to issue the third party notice was set aside.
- Category: Procedural
- Sub-Issues:
- Indemnity
- Contribution
- Leave to Issue
8. Remedies Sought
- Enforcement of Contentious Business Agreement
- Indemnity and/or Contribution from Council Members
9. Cause of Actions
- Enforcement of Contentious Business Agreement
- Breach of Duty (alleged against Council Members)
10. Practice Areas
- Contentious Business Agreements
- Third Party Claims
- Commercial Litigation
11. Industries
- Legal Services
- Real Estate Management
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Fu Loong Lithographer Pte Ltd and others v Mok Wai Hoe and another | High Court | Yes | [2014] 1 SLR 218 | Singapore | Cited for the High Court's decision regarding the validity of rejecting contested votes. |
| Fu Loon Lithographer Pte Ltd and others v Mok Wai Hoe and another and another matter | Court of Appeal | Yes | [2014] 3 SLR 456 | Singapore | Cited for the Court of Appeal's decision on the Motion 2 point, invalidating the rejection of contested votes. |
| Sports Connection Pte Ltd v Asia Law Corp and another | High Court | Yes | [2010] 4 SLR 590 | Singapore | Cited to support the principle that a solicitor and client can agree to a higher rate of costs than what the solicitor would usually charge, subject to the 'fair and reasonable' requirement. |
| Law Society of Singapore v Tay Choon Leng John | Court of Three Judges | Yes | [2012] 3 SLR 150 | Singapore | Cited to support the principle that Section 111 of the Legal Profession Act is a permissive rather than mandatory provision. |
| Shamsudin bin Embun v P T Seah & Co | N/A | Yes | [1985–1986] SLR(R) 1108 | Singapore | Cited for the need for sufficient certainty or specificity of the terms governing the fees in a contentious business agreement. |
| Wee Soon Kim Anthony v Chor Pee & Partners | N/A | Yes | [2006] 1 SLR(R) 518 | Singapore | Cited for the principle that a contentious business agreement will only be enforced in the absence of any vitiating factors. |
| Wong Foong Chai v Lin Kuo Hao | N/A | Yes | [2005] 3 SLR(R) 74 | Singapore | Cited for the principle that no agreement for the payment of costs between client and solicitor is sacrosanct and immune to investigation by the court. |
| In re Stuart, ex parte Cathcart | English Court of Appeal | Yes | [1893] 2 QB 201 | England | Cited for the principle that the court must be satisfied that the terms of the agreement are fair and reasonable before the court will enforce it. |
| Goh Sin Huat Electrical Pte Ltd v Ho See Jui (trading as Xuanhua Art Gallery) and another | N/A | Yes | [2012] 3 SLR 1038 | Singapore | Cited as an example of a case where the right to an indemnity has been recognised. |
| CIMB Bank Bhd v Dresdner Kleinwort Ltd | Court of Appeal | Yes | [2008] 4 SLR(R) 543 | Singapore | Cited for the test to determine whether a third-party action should be heard together with the main action. |
| Chamberlain v Boodle & King | English Court of Appeal | Yes | [1982] 3 All ER 188 | England | Cited for the need for sufficient certainty or specificity of the terms governing the fees. |
| Re Massey and Carey | N/A | Yes | (1884) 26 Ch D 459 | N/A | Cited to show that at a taxation hearing, the fact that the solicitors may have been negligent, or may have acted in breach of duty is irrelevant |
| Abrahams and another v Wainwright Ryan | N/A | Yes | [1998] VSC 335 | Australia | Cited to show that at a taxation hearing, the fact that the solicitors may have been negligent, or may have acted in breach of duty is irrelevant |
| Nicholas Drukker & Co v Pridie Brewster & Co | N/A | Yes | [2006] 3 Costs LR 439 | N/A | Cited to show that at a taxation hearing, the fact that the solicitors may have been negligent, or may have acted in breach of duty is irrelevant |
| Bower v Hartley and another | N/A | Yes | (1876) 1 QB 652 | N/A | Cited for the principle that the court has the discretion to set aside, or to refuse to grant leave to issue a third party notice, where there may be nothing to be gained from determining all matters at once |
| Carshore v North Eastern Railway Company | N/A | Yes | (1885) 29 Ch D 344 | N/A | Cited for the principle that the court has the discretion to set aside, or to refuse to grant leave to issue a third party notice, where the plaintiff would “be embarrassed by the desire of the defendants to have the whole question of [the third party’s] liability decided at once” |
| Eastern Shipping Co v Quah Beng Kee | N/A | Yes | [1924] AC 177 | N/A | Cited as an example of a case where the right to an indemnity has been recognised. |
13. Applicable Rules
| Rule Name |
|---|
| O 16 r 1 of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Legal Profession Act (Cap 161, 1994 Rev Ed) | Singapore |
| s 111 of the Legal Profession Act | Singapore |
| s 113 of the Legal Profession Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Contentious Business Agreement
- Third Party Notice
- Legal Profession Act
- Rules of Court
- Indemnity
- Contribution
- Leave to Issue
- MCST Council
- Originating Summons
- EOGM
15.2 Keywords
- contentious business agreement
- third party notice
- legal fees
- MCST
- legal profession act
- rules of court
- indemnity
- contribution
16. Subjects
- Civil Procedure
- Legal Fees
- Third Party Proceedings
- Contentious Business Agreements
17. Areas of Law
- Legal Profession Act
- Civil Procedure
- Contract Law