ISO Industry Pte Ltd v Fu Loong Lithographer Pte Ltd: Dormitory Business Sale Dispute
In ISO Industry Pte Ltd v Fu Loong Lithographer Pte Ltd, the High Court of Singapore addressed a dispute over the sale of a dormitory business. ISO Industry claimed that Fu Loong Lithographer agreed to purchase the entire business, while Fu Loong argued they only purchased the assets. The court ruled in favor of ISO Industry, finding that the agreement was for the sale of the entire dormitory business. The court dismissed Fu Loong's counterclaims, which included claims for double rent and alleged losses due to mismanagement by ISO Industry.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff; Defendant's counterclaims dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving ISO Industry and Fu Loong Lithographer over the sale of a dormitory business. The court ruled in favor of ISO Industry.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| ISO Industry Pte Ltd | Plaintiff | Corporation | Claim Allowed | Won | Chia Foon Yeow |
| Fu Loong Lithographer Pte Ltd | Defendant | Corporation | Counterclaims Dismissed | Lost | Teh Ee-Von |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Foo Chee Hock | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chia Foon Yeow | Loo & Partners LLP |
| Teh Ee-Von | Infinitus Law Corporation |
4. Facts
- Plaintiff and Defendant entered into a series of tenancy agreements for the 3rd and 4th floors of 2 Kampong Ampat Singapore.
- The 2009 Tenancy Agreement expired on 28 February 2011, but the Plaintiff remained at the Premises.
- Between April and June 2012, the Plaintiff and Defendant discussed a takeover of the dormitory.
- On 18 June 2012, the parties met and allegedly agreed that the Defendant would take over the dormitory as of 1 June 2012.
- The Plaintiff's licence to operate a dormitory expired on 8 September 2012, and the Defendant became the licenced operator.
- The Plaintiff managed the dormitory business for the Defendant from 1 June 2012 to September 2012.
- The Defendant terminated the services of the Plaintiff as managing agent in September 2012.
5. Formal Citations
- ISO Industry Pte Ltd v Fu Loong Lithographer Pte Ltd, Suit No 309 of 2014, [2016] SGHC 03
6. Timeline
| Date | Event |
|---|---|
| Defendant signed a Tenancy Agreement with the Plaintiff’s directors trading as Doka Dormitory Management. | |
| Start date of the 2005 Tenancy Agreement. | |
| Defendant signed a Tenancy Agreement with the Plaintiff. | |
| Start date of the 2007 Tenancy Agreement. | |
| Defendant signed a further Tenancy Agreement with the Plaintiff. | |
| Start date of the 2009 Tenancy Agreement. | |
| The 2009 Tenancy Agreement expired. | |
| Plaintiff remained at the Premises paying rent into the Defendant’s account until this date. | |
| Terms of the management contract were contained in a letter. | |
| It was agreed between the parties that as of this date, the Defendant would take over the dormitory. | |
| Lunch meeting between parties to discuss takeover of dormitory. | |
| Letter of Understanding/Agreement drafted by Mr Teo and hand-delivered by Ms Ng to Mr Tan. | |
| Meeting between parties to discuss valuation of the workers’ dormitory. | |
| The Plaintiff’s licence to operate a dormitory at the Premises expired and the Defendant became the licenced operator of the dormitory. | |
| Defendant terminated the services of the Plaintiff as managing agent of the dormitory. | |
| Suit No 309 of 2014 filed. | |
| Hoo Sheau Peng JC ordered that the Plaintiff’s claim on the transfer of business be bifurcated. | |
| Trial began. | |
| Plaintiffs’ Closing Submissions and Defendants’ Closing Submissions were dated. | |
| Hearing date. | |
| Defendants’ Reply Submissions were dated. | |
| Plaintiffs’ Reply Submissions were dated. | |
| Defendants’ Skeletal Supplemental Submissions were dated and Order of Court dated. | |
| Judgment date. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the Defendant breached the agreement to purchase the Plaintiff's entire dormitory business.
- Category: Substantive
- Double Rent
- Outcome: The court dismissed the Defendant's counterclaim for double rent, finding that the parties had expressly agreed to a monthly tenancy.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Specific Performance
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Khng Thian Huat and another v Riduan bin Yusof and another | High Court | Yes | [2005] 1 SLR(R) 130 | Singapore | Cited for the principle that conduct of parties can acknowledge and accept the existence of a monthly tenancy. |
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
- Dormitory business
- Take over
- Tenancy Agreement
- Double rent
- Management contract
- Pre-existing fixtures and fitting
15.2 Keywords
- Contract
- Dormitory
- Tenancy
- Singapore
- Litigation
16. Subjects
- Contract Law
- Real Property Law
- Commercial Dispute
17. Areas of Law
- Contract Law
- Landlord and Tenant Law