RGA Holdings v Loh Choon Phing: Interim Injunction for Breach of Contractual Covenant
In RGA Holdings International Inc v Loh Choon Phing Robin and another, the Court of Appeal of Singapore heard an appeal by RGA Holdings International Inc against Mr Loh Choon Phing Robin and Mr Loh Yin Kuan, regarding the dismissal of RGA's application for an interim injunction. RGA sought to restrain the respondents from disposing of properties based on a Share Sale Agreement. The court allowed the appeal in part, granting an interim prohibitory injunction to restrain the respondents from selling one of the properties until the determination of High Court Suit No 226 of 2016.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
RGA sought an injunction against the Lohs for breaching a Share Sale Agreement. The court granted a prohibitory injunction, enforcing the negative covenant.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| RGA Holdings International Inc | Appellant | Corporation | Appeal allowed in part | Partial | K Muralitherapany, Ng Lip Kai |
| Loh Choon Phing Robin | Respondent | Individual | Appeal allowed in part | Lost | |
| Loh Yin Kuan | Respondent | Individual | Appeal allowed in part | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Judge of Appeal | Yes |
| Judith Prakash | Judge of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| K Muralitherapany | Joseph Tan Jude Benny LLP |
| Ng Lip Kai | Joseph Tan Jude Benny LLP |
4. Facts
- RGA and the respondents entered into a Share Sale Agreement on 9 July 2015.
- Clause 3.7 of the Share Sale Agreement contained an undertaking by the respondents not to sell their properties at 248 Carpmael and 246 Carpmael.
- RGA agreed to extend loans to KK Asia, a company in which the respondents are shareholders, in light of the undertakings.
- Peter Loh sold 246 Carpmael in April 2016.
- RGA commenced Suit 226 against KK Asia and the respondents, claiming breach of contract and seeking a declaration that it is the equitable chargee of the properties.
- RGA applied for an interim injunction to restrain the respondents from disposing of the properties.
5. Formal Citations
- RGA Holdings International Inc v Loh Choon Phing Robin and another, Civil Appeal No 140 of 2016, [2017] SGCA 55
6. Timeline
| Date | Event |
|---|---|
| Share Sale Agreement entered into between RGA and the respondents. | |
| RGA lodges caveats over the properties. | |
| Forest Fibers and RGA commence Suit 226 against KK Asia and the respondents. | |
| The respondents filed an application to cancel the caveats. | |
| The Singapore Land Authority notified RGA that the caveats would be cancelled. | |
| RGA filed Summons 1255 of 2016. | |
| The caveats were cancelled. | |
| Peter Loh sold 246 Carpmael. | |
| Aedit Abdullah JC heard Sum 1255 and dismissed the application. | |
| RGA filed Summons 2494 of 2016. | |
| The Judge heard and dismissed Sum 2494. | |
| Court of Appeal heard the appeal. | |
| Grounds of decision delivered by Chao Hick Tin JA. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the respondents had breached a negative covenant in the Share Sale Agreement.
- Category: Substantive
- Sub-Issues:
- Breach of negative covenant
- Related Cases:
- [2017] 3 SLR 823
- [1968] 3 WLR 990
- [2011] EWCA Civ 668
- Interim Injunction
- Outcome: The court granted an interim prohibitory injunction to restrain the respondents from selling 248 Carpmael.
- Category: Procedural
- Related Cases:
- [1992] 2 SLR(R) 1
- [2013] 2 SLR 449
- [2008] 2 SLR(R) 565
- (1878) 3 App Cas 709
8. Remedies Sought
- Interim Prohibitory Injunction
- Interim Mandatory Injunction
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Forest Fibers Inc and another v K K Asia Environmental Pte Ltd and others | High Court | Yes | [2017] 3 SLR 823 | Singapore | Cited for the High Court's decision that the undertaking in the Share Sale Agreement did not create a caveatable interest in the properties. |
| Chuan Hong Petrol Station Pte Ltd v Shell Singapore (Pte) Ltd | Court of Appeal | Yes | [1992] 2 SLR(R) 1 | Singapore | Cited for the principle that the court should take the course that carries the lower risk of injustice. |
| Maldives Airports Co Ltd and another v GMR Male International Airport Pte Ltd | Court of Appeal | Yes | [2013] 2 SLR 449 | Singapore | Cited for the principle that the court should assess the balance of convenience at an early stage based on affidavit evidence. |
| NCC International AB v Alliance Concrete Singapore Pte Ltd | Court of Appeal | Yes | [2008] 2 SLR(R) 565 | Singapore | Cited for the principle that a much higher threshold must be met to persuade the court to grant an interim mandatory injunction. |
| Richard Wheeler Doherty v James Clagston Allman | N/A | Yes | (1878) 3 App Cas 709 | N/A | Cited for the principle that a court of equity has no discretion to exercise when there is a negative covenant. |
| Hampstead & Suburban Properties v Diomedous | N/A | Yes | [1968] 3 WLR 990 | N/A | Cited for the principle that an interim prohibitory injunction should normally be granted in the absence of special circumstances. |
| Dalgety Wine Estates Pty Ltd v Rizzon | High Court of Australia | Yes | (1979) 141 CLR 552 | Australia | Cited for the principle that an injunction would normally be granted to restrain a breach of a negative covenant. |
| J C Williamson Ltd v Lukey and Mulholland | N/A | Yes | (1931) 45 CLR 282 | Australia | Cited for the principle that if a clear legal duty is imposed by contract to refrain from some act, then, prima facie, an injunction should go to restrain the doing of that act. |
| The Incorporated Owners of South Seas Centre, Mody Road v Great Treasure Development Ltd | Hong Kong Court of Appeal | Yes | [1994] HKCA 416 | Hong Kong | Cited for the principle that general discretionary considerations may be considered in deciding whether or not the grant of an interim prohibitory injunction would be appropriate. |
| Vefa Ibrahim Araci v Kieren Fallon | England and Wales Court of Appeal (Civil Division) | Yes | [2011] EWCA Civ 668 | England and Wales | Cited for the principle that the rule on injunctions applies to restrain all manner of breaches of negative contractual obligations, not just those pertaining to land. |
| Rajaram v Ganesh (trading as Golden Harvest Trading Corp) and others | N/A | Yes | [1994] 3 SLR(R) 79 | Singapore | Cited as a case that considered Doherty and Hampstead, but not a direct authority for determining when a prohibitory injunction would be granted to restrain a breach of a negative covenant. |
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
- Share Sale Agreement
- Negative Covenant
- Interim Prohibitory Injunction
- Interim Mandatory Injunction
- Caveatable Interest
15.2 Keywords
- injunction
- contract
- share sale agreement
- negative covenant
- property
16. Subjects
- Contract Law
- Civil Procedure
- Injunctions
17. Areas of Law
- Civil Procedure
- Injunctions
- Contract Law