Fact 2006 Pte Ltd v First Alverstone Capital Ltd: Agency Law & Contractual Interpretation

In Fact 2006 Pte Ltd v First Alverstone Capital Ltd and another, the Singapore High Court addressed whether an agent, Fact 2006, could sue on a compromise agreement. First Alverstone Capital and Gary Loh Hock Chuan applied to strike out Fact 2006's claim, arguing that as an agent, Fact 2006 lacked the standing to sue. The court rejected the application, holding that parties can contractually agree to grant an agent the power to sue, even if it deviates from the conventional understanding of agency. The court dismissed the application and ordered the defendants to pay the plaintiff costs fixed at $4,000.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application to strike out the claim rejected.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court held that parties can contractually agree that an agent has the power to sue, even if it deviates from the conventional understanding of agency.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Fact 2006 Pte LtdPlaintiffCorporationApplication to strike out claim rejectedWon
First Alverstone Capital LtdDefendantCorporationApplication to strike out claim rejectedLost
Gary Loh Hock ChuanDefendantIndividualApplication to strike out claim rejectedLost

3. Judges

Judge NameTitleDelivered Judgment
Zhuang WenXiongAssistant RegistrarYes

4. Counsels

Counsel NameOrganization
Tan Chuan ThyeStamford Law Corporation
Germaine ChiaStamford Law Corporation
Ang Wee JianMPillay
Yeo Boon TatMPillay

4. Facts

  1. SunMoon Food Company Limited owed six million dollars to bondholders.
  2. FACL wanted the bondholders to forgive the debt.
  3. FACL, Gary, the bondholders, and Fact 2006 entered into a compromise agreement.
  4. Fact 2006 was referred to as the "Agent" in the agreement.
  5. FACL undertook to pay $6 million or transfer 6 billion SunMoon shares to Fact 2006.
  6. Gary gave a personal undertaking that FACL would fulfill clause 2.2.
  7. FACL did not perform within the contractually stipulated timeframe.

5. Formal Citations

  1. Fact 2006 Pte Ltd v First Alverstone Capital Ltd and another, Suit No 1261 of 2014, High Court Summons No 30 of 2015, [2015] SGHCR 5

6. Timeline

DateEvent
Suit 1261 of 2014 filed by Fact 2006.
High Court Summons No 30 of 2015 filed by First Alverstone Capital and Gary Loh Hock Chuan.
Date accessed for Form 5 – Exclusive Estate Agency Agreement for the Sale of Residential Property.
Decision date.

7. Legal Issues

  1. Whether an agent can sue on a contract
    • Outcome: The court held that parties can contractually agree that an agent has the power to sue, even if it deviates from the conventional understanding of agency.
    • Category: Substantive
    • Related Cases:
      • [1891] 1 QB 370
      • [1968] 2 QB 53

8. Remedies Sought

  1. Monetary Damages
  2. Specific Performance

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Scott and others v DavisHigh Court of AustraliaYes(2000) 204 CLR 333AustraliaCited for the definition of an agent as one who has the capacity to directly affect the legal relations of his principal vis-à-vis third parties.
Horace Brenton Kelly v Margot Cooper and anotherPrivy CouncilYes[1993] 1 AC 205United KingdomCited for the principle that the agency-principal relationship is often entered into by agreement and the parties may expressly delineate the respective duties that they owe to each other.
Ting Siew May v Boon Lay Choo and anotherSingapore Law ReportsYes[2014] 3 SLR 609SingaporeCited for the principle that contracting parties are free to order their affairs and their relationship inter se however they like, subject to the overarching exception that public policy is not to be violated.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdSingapore Law Reports (Reissue)Yes[2008] 3 SLR(R) 1029SingaporeCited for the principle that contracts are to be interpreted objectively.
Okura & Co Limited v Forsebacka Jernverks AktiebolagKing's Bench DivisionNo[1914] 1 KB 715United KingdomCited as an example of divergence from the full legal implications of one being an agent.
Montgomerie v United Kingdom Mutual Steamship Association LimitedQueen's Bench DivisionYes[1891] 1 QB 370United KingdomCited for the principle that parties can by their express contract provide that the agent shall be the party to sue either concurrently with or to the exclusion of the principal.
Teheran-Europe Co Ltd v S T Belton (Tractors) LtdQueen's Bench DivisionYes[1968] 2 QB 53United KingdomCited for the principle that an agent can conclude a contract on behalf of his principal in one of three ways: only the principal being able to sue; both the principal and agent being able to sue; and only the agent being able to sue.
Jones and Sladanha v GurneyUnknownNo[1913] WN 72United KingdomCited by the defendants as standing for the proposition that an agent may never sue on a contract, but distinguished by the court.
Khemanico Textiles v Gian Singh & Co LtdMalayan Law JournalNo[1963] 1 MLJ 360MalaysiaCited by the defendants as standing for the proposition that an agent may never sue on a contract, but distinguished by the court.
Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and othersSingapore Law Reports (Reissue)Yes[1997] 3 SLR(R) 649SingaporeCited for the definition of reasonableness of a cause of action.
The “Bunga Melati 5”Singapore Law ReportsYes[2012] 4 SLR 546SingaporeCited for the definition of frivolous or vexatious action.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Unfair Contract Terms Act (Cap 396, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Agent
  • Agency-Principal Relationship
  • Compromise Agreement
  • FACL-Lenders Agreement
  • Power of Attorney
  • Bondholders

15.2 Keywords

  • Agency Law
  • Contract Law
  • Singapore
  • Agent
  • Principal
  • Breach of Contract

17. Areas of Law

Area NameRelevance Score
Agency Law90
Contract Law90
Business Litigation40
Civil Procedure30

16. Subjects

  • Agency
  • Contractual Interpretation