Almega Investments v Chiang Sing Jeong: Breach of Contract & Implied Terms Dispute

In Almega Investments Pte Ltd & Anor v Chiang Sing Jeong, the High Court of Singapore addressed a breach of contract claim concerning two agreements for transferring shares in Sentosa Tiger Island Pte Ltd (STI). Almega Investments and Lim Chong Poon, the plaintiffs, sued Chiang Sing Jeong, the defendant, for allegedly breaching an implied contractual obligation to procure approval from Sentosa Development Corporation (SDC) for the share transfers. Chiang counterclaimed for the return of a deposit. The court dismissed both the plaintiffs' claim and Chiang's counterclaim, finding no breach of implied terms and determining that the conditions for the deposit return were not met.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiffs’ claim and Defendant’s counterclaim 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 Almega Investments and Chiang Sing Jeong over breach of contract and implied terms related to share transfers.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Almega Investments Pte LtdPlaintiffCorporationClaim DismissedDismissedChoo Zheng Xi, Elaine Low, Ng Bin Hong
Lim Chong PoonPlaintiffIndividualClaim DismissedDismissedChoo Zheng Xi, Elaine Low, Ng Bin Hong
Chiang Sing JeongDefendantIndividualCounterclaim DismissedDismissedPratap Kishan

3. Judges

Judge NameTitleDelivered Judgment
Debbie OngJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Choo Zheng XiPeter Low & Choo LLC
Elaine LowPeter Low & Choo LLC
Ng Bin HongPeter Low & Choo LLC
Pratap KishanHo Wong Law Practice LLC

4. Facts

  1. Almega and Kek were to transfer shares in STI to Chiang and RRR, respectively, contingent on SDC approval.
  2. Chiang was allegedly obligated to procure SDC's approval for the share transfers by a specified date.
  3. The agreements were allegedly varied to include a term that Chiang would complete the purchase if the transfer to RRR failed.
  4. SDC discovered changes in STI's shareholding and directorship without its prior consent.
  5. SDC required full particulars of any new investor in order to grant approval.
  6. RRR withdrew from participating in the STI project after performing its due diligence.

5. Formal Citations

  1. Almega Investments Pte Ltd and another v Chiang Sing Jeong, Suit No 517 of 2014, [2017] SGHC 196

6. Timeline

DateEvent
STI incorporated by Chiang
STI began leasing premises from SDC
Allotment of additional shares
Allotment of additional shares
Soh joined STI’s board of directors
SDC discovered changes in STI’s shareholding and directorship
SDC notified STI of breaches of the Building Agreement
HHP wrote to WongP regarding the in-principle agreement
SDC wrote to STI requiring the breaches to be remedied by noon on 9 May 2008
STI’s solicitors wrote to SDC’s solicitors to seek SDC’s confirmation
Chiang, Kek and Almega entered into the Terms of Transfer
Chiang and Lim agreed to a set of Supplemental Terms of Transfer
SDC had not responded to HHP’s letter of 6 May 2008
WongP wrote to HHP to ascertain Chiang’s position
SDC stated that it had no objections to the proposed rectification of the breaches
WongP wrote to HHP requesting an update on SDC’s request for information
STI held a board meeting
WongP wrote to HHP purportedly to record the parties’ agreement to vary the TOT
HHP on behalf of STI, wrote to R&T to address SDC’s request for full details of RRR
SDC’s representatives met with STI’s representatives and RRR’s representatives
SDC sent a letter to STI
RRR informed SDC that it was withdrawing from participating in the STI project
SDC replied RRR
Parties attempted to remedy the breaches of the SDC Supplemental Agreement
Parties attempted to remedy the breaches of the SDC Supplemental Agreement
STI failed to launch the attraction by the Temporary Occupation Permit date
STI was compulsorily wound up
Suit No 684 of 2014
Suit No 517 of 2014
Hearing took place between 25–28 October and 3 November 2016
Hearing took place
Judgment issued
Grounds of Decision issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found no breach of contract.
    • Category: Substantive
    • Sub-Issues:
      • Failure to procure SDC approval
      • Failure to complete share transfers
  2. Implied Term
    • Outcome: The court found an implied term existed but was not breached.
    • Category: Substantive
    • Sub-Issues:
      • Obligation to use reasonable endeavours
      • Responsibility for procuring approvals
  3. Contractual Variation
    • Outcome: The court found that the parties did not agree to the alleged varied terms.
    • Category: Substantive
    • Sub-Issues:
      • Agreement to varied terms
      • Consideration for variation

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Tourism
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Ong Chay Tong & Sons (Pte) Ltd v Ong Hoo EngCourt of AppealYes[2009] 1 SLR(R) 305SingaporeCited as authority that board meeting minutes could constitute a variation of a pre-existing agreement.
Sembcorp Marine v PPL Holdings Pte LtdCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the three-step process for implying terms into a contract and the conditions under which a term can be implied.
KS Energy Services Ltd v BR Energy (M) Sdn BhdCourt of AppealYes[2014] 2 SLR 905SingaporeCited for the legal test for determining whether an obligation to use “all reasonable endeavours” has been fulfilled.
Travista Development Pte Ltd v Tan Kim Swee AugustineUnknownYes[2008] 2 SLR(R) 474SingaporeCited for the definition of 'all reasonable endeavours'.
Ong Khim Heng Daniel v Leonie Court Pte LtdHigh CourtYes[2000] 3 SLR(R) 670SingaporeCited for the principle that a covenant to use best endeavours is not a warranty to produce the desired results.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Share Transfer
  • Implied Term
  • SDC Approval
  • Reasonable Endeavours
  • Terms of Transfer
  • Supplemental Terms of Transfer
  • Varied Terms
  • Completion Date
  • Deposit
  • Rectification of Breaches

15.2 Keywords

  • contract
  • breach
  • implied terms
  • share transfer
  • SDC
  • Singapore
  • Almega
  • Chiang
  • Sentosa

16. Subjects

  • Contract Law
  • Commercial Law
  • Shareholder Agreements

17. Areas of Law

  • Contract Law
  • Implied Terms
  • Share Transfers