KLW Holdings Ltd v Straitsworld Advisory Ltd: Summary Judgment Appeal for Refundable Commitment Fee

KLW Holdings Ltd sued Straitsworld Advisory Ltd and Michael ET Chan in the High Court of Singapore for the repayment of a S$7 million commitment fee under the Project Happy Term Sheet. The High Court dismissed the defendants' appeal against the Assistant Registrar's decision to grant summary judgment in favor of KLW, finding that the defendants failed to establish a bona fide defense.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

KLW sought a refund of a commitment fee from Straitsworld. The court dismissed Straitsworld's appeal, granting summary judgment to KLW.

1.7 Decision Date

23 February 2017

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Michael ET Chan	Defendant, Appellant	Individual	Appeal Dismissed	Lost	Ling Daw Hoang Philip of Wong Tan & Molly Lim LLC Yap Jie Han of Wong Tan & Molly Lim LLC Ho Wei Li of Wong Tan & Molly Lim LLC
KLW Holdings Ltd	Plaintiff, Respondent	Corporation	Appeal Dismissed	Won	Hing Shan Shan Blossom of Drew & Napier LLC Tan Yi Yin Amy of Drew & Napier LLC Chong Yi-Hao Clayton of Drew & Napier LLC
Straitsworld Advisory Ltd	Defendant, Appellant	Corporation	Appeal Dismissed	Lost	Ling Daw Hoang Philip of Wong Tan & Molly Lim LLC Yap Jie Han of Wong Tan & Molly Lim LLC Ho Wei Li of Wong Tan & Molly Lim LLC

3. Judges

Judge Name	Title	Delivered Judgment
Hoo Sheau Peng	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Ling Daw Hoang Philip	Wong Tan & Molly Lim LLC
Yap Jie Han	Wong Tan & Molly Lim LLC
Ho Wei Li	Wong Tan & Molly Lim LLC
Hing Shan Shan Blossom	Drew & Napier LLC
Tan Yi Yin Amy	Drew & Napier LLC
Chong Yi-Hao Clayton	Drew & Napier LLC

4. Facts

KLW and Straitsworld entered into a term sheet for a potential property development project in Vietnam (Project Happy).
The term sheet provided for a refundable commitment fee of S$7 million.
No definitive agreement was entered into within 180 days of the term sheet.
KLW claimed for the return of the commitment fee.
The defendants raised defenses of misrepresentation, repayment of S$2 million, and lack of consideration.
The court found the defenses to be not bona fide and granted summary judgment to KLW.

5. Formal Citations

KLW Holdings Ltd v Straitsworld Advisory Ltd and another, Suit No 1199 of 2015(Registrar’s Appeal No 381 of 2016), [2017] SGHC 35

6. Timeline

Date	Event
2014-04-03	KLW and PT Atlas Sutera Jaya entered into the Project Bali Term Sheet.
2014-04-08	Ambertree paid S$2.2m as commitment fee on behalf of KLW to Straitsworld, who received the money on behalf of PT Atlas.
2015-05-25	KLW and Straitsworld signed the Project Happy Term Sheet.
2015-05-27	Straitsworld transferred S$1.8m to KLW's bank account.
2015-07-01	Straitsworld transferred S$200,000 to KLW's bank account.
2015-09-07	KLW commenced Suit No 918 of 2015 against Mr Chan.
2015-09-30	Mr Chan filed a Defence and Counterclaim in the previous action.
2015-11-25	KLW brought the present action against Straitsworld and Mr Chan.
2015-12-04	KLW withdrew the previous action.
2015-12-18	The defendants filed a Defence and Counterclaim.
2016-05-03	KLW filed the summary judgment application.
2016-08-10	The court dismissed the defendants' appeal, but allowed the defendants leave to introduce a new defence.
2016-08-24	The defendants filed the Defence and Counterclaim (Amendment No 1).
2016-09-07	KLW filed the Reply and Defence to Counterclaim (Amendment No 1).
2016-11-10	Hearing date.
2016-11-17	Hearing date.
2017-02-24	Judgment date.

7. Legal Issues

Summary Judgment
- Outcome: The court upheld the Assistant Registrar's decision to grant summary judgment in favor of the plaintiff.
- Category: Procedural
- Related Cases:
  - [2015] 1 SLR 325
Misrepresentation
- Outcome: The court found that the defendant did not establish a bona fide defence of misrepresentation.
- Category: Substantive
- Related Cases:
  - [2013] 1 SLR 1310
Breach of Contract
- Outcome: The court implicitly found that the defendant breached the contract by failing to return the commitment fee.
- Category: Substantive
Consideration
- Outcome: The court found that there was sufficient consideration for the contract.
- Category: Substantive
- Related Cases:
  - [2003] 4 SLR(R) 287

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Property Development
Property Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
M2B World Asia Pacific Pte Ltd v Matsumura Akihiko	High Court	Yes	[2015] 1 SLR 325	Singapore	Cited for the principles relating to summary judgment and the burden on the defendant to establish a bona fide defence.
Bank Negara Malaysia v Mohd Ismail	N/A	Yes	[1992] 1 MLJ 400	Malaysia	Cited for the court's duty to reject assertions or denials that are equivocal, lacking precision, inconsistent, or inherently improbable.
Deutsche Bank AG v Chang Tse Wen	High Court	No	[2013] 1 SLR 1310	Singapore	Cited for the principle that actionable misrepresentation must be a statement of present fact, excluding statements of future intention.
Kim Hok Yung v Cooperatieve Centrale Raiffeisen-Boerenleenbank BA	High Court	Yes	[2000] 2 SLR(R) 455	Singapore	Cited to support the principle that a party cannot claim inducement by representations when fully aware of contradictory terms in a contract.
Elitegroup Computer Systems Co, Ltd v Kobian Pte Ltd	High Court	No	[2010] SGHC 37	Singapore	Cited to show that a party cannot use misrepresentation to enforce non-binding terms of a memorandum of understanding.
Malayan Banking Bhd v Lauw Wisanggeni	N/A	Yes	[2003] 4 SLR(R) 287	Singapore	Cited for the principle that forbearance to sue can be consideration for a promise and that consideration need not benefit every party to the contract.
Concentrate Engineering Pte Ltd v United Malayan Banking Corp Bhd	N/A	Yes	[1990] 1 SLR(R) 465	Singapore	Cited for the principle that there may be 'some other reason' for a trial if circumstances warrant investigation, especially where the plaintiff is devious and controls relevant facts.
Miles v Bull	N/A	Yes	[1969] 1 QB 258	England and Wales	Cited for the principle that there may be 'some other reason' for a trial if circumstances warrant investigation, especially where the plaintiff is devious and controls relevant facts.
Ling Yew Kong v Teo Vin Li Richard	High Court	Yes	[2014] 2 SLR 123	Singapore	Cited for the principle that a defendant must show clear justification for relying on 'some other reason' for trial, and vague allegations are insufficient.

13. Applicable Rules

Rule Name
Order 14 Rule 1 of the Rules of Court
O 14 r 3(1) of the ROC

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R5, 2014 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Commitment Fee
Project Happy Term Sheet
Zhangye Development Term Sheet
Summary Judgment
Misrepresentation
Consideration
Refundable Deposit
Definitive Agreement

15.2 Keywords

Contract
Summary Judgment
Singapore
Commitment Fee
Property Development

17. Areas of Law

Area Name	Relevance Score
Summary Judgement	90
Civil Practice	75
Misrepresentation	60
Contract Law	50

16. Subjects

Contract Law
Civil Procedure
Summary Judgment