Kim Seng Orchid v Lim Kah Hin: Sub-leases, Renewal Rights & Summary Judgment

In Kim Seng Orchid Pte Ltd v Lim Kah Hin (trading as Yik Zhuan Orchid Garden), the High Court of Singapore addressed a dispute over the renewal of a sub-lease agreement. Kim Seng Orchid, the plaintiff, sought to repossess premises sub-leased to Lim Kah Hin, the defendant, after the sub-lease expired. The defendant argued for an implied agreement for renewal and raised a counterclaim. Chan Seng Onn J dismissed the defendant's appeal, granting summary judgment to the plaintiff and ordering the defendant to pay costs. The court found no basis for an implied agreement or estoppel, and the counterclaim lacked merit.

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

The High Court addressed the renewal of a sub-lease agreement and the rights of sub-lessees, granting summary judgment to Kim Seng Orchid.

1.7 Decision Date

10 January 2017

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Kim Seng Orchid Pte Ltd	Plaintiff	Corporation	Judgment for Plaintiff	Won	Arivanantham s/o Krishnan
Lim Kah Hin (trading as Yik Zhuan Orchid Garden)	Defendant, Appellant	Individual	Appeal Dismissed	Lost	Chan Yew Loong Justin, Ng Sze Yen Charmaine

3. Judges

Judge Name	Title	Delivered Judgment
Chan Seng Onn	Judge	Yes

4. Counsels

Counsel Name	Organization
Arivanantham s/o Krishnan	Ari, Goh & Partners
Chan Yew Loong Justin	Tito Isaac & Co LLP
Ng Sze Yen Charmaine	Tito Isaac & Co LLP

4. Facts

Plaintiff sub-leased part of its premises to the defendant.
The sub-lease agreement contained a contractual mechanism for renewal or extension.
Defendant did not seek to trigger the renewal mechanism before the sub-lease expired.
Defendant remained in occupation and sent cheques for rental and property tax, which plaintiff did not accept.
Plaintiff commenced legal action to repossess the premises.
Defendant argued for an implied agreement for renewal.
The defendant’s sole proprietorship had in fact been terminated on 27 September 2013.

5. Formal Citations

Kim Seng Orchid Pte Ltd v Lim Kah Hin (trading as Yik Zhuan Orchid Garden), Suit No 132 of 2016 (Registrar’s Appeal No 323 of 2016), [2017] SGHC 04

6. Timeline

Date	Event
1999-01-01	Plaintiff entered into an agreement to lease premises.
2009-01-01	Plaintiff commenced Suit No 765 of 2010/G against the defendant.
2011-12-20	Plaintiff entered into a further lease agreement with the President of the Republic of Singapore.
2012-05-23	Plaintiff and defendant entered into a sub-lease agreement.
2014-12-29	Defendant sent the plaintiff a cheque for $2,469.38.
2014-12-29	Plaintiff entered into a further lease agreement with the Government of the Republic of Singapore.
2014-12-31	Sub-Lease Premises expired.
2015-01-12	Defendant sent the plaintiff two cheques for $5,000 and $15,000 respectively.
2015-01-28	Defendant sent the plaintiff a cheque for $2,469.38.
2015-02-10	Plaintiff sent defendant a letter informing him that the plaintiff did not agree to a renewal of the sub-lease.
2015-03-01	Defendant submitted cheques to the plaintiff for monthly payment of property tax.
2016-02-05	Plaintiff filed Suit No 132 of 2016 against the defendant.
2016-05-01	Defendant sent the plaintiff a total of 16 cheques from January 2015 to May 2016, each for sums ranging from approximately $200 to $500.
2016-06-27	Plaintiff filed Summons No 3127 of 2016, an application for summary judgment.
2016-08-30	Assistant registrar granted the plaintiff’s application for summary judgement.
2016-10-03	Defendant filed Registrar’s Appeal No 323 of 2016, which I heard on 3 October 2016.
2017-01-11	Chan Seng Onn J dismissed the defendant’s appeal.

7. Legal Issues

Renewal of Sublease
- Outcome: The court held that the defendant did not satisfy the requirements for renewal of the sub-lease.
- Category: Substantive
Implied Agreement
- Outcome: The court held that there was no implied agreement between the parties for the renewal of the sub-lease.
- Category: Substantive
Proprietary Estoppel
- Outcome: The court held that the plaintiff was not estopped from seeking to repossess the Sub-Leased Premises from the defendant.
- Category: Substantive
Doctrine of Laches
- Outcome: The court held that the plaintiff was not barred by the doctrine of laches from bringing its claim.
- Category: Substantive
Summary Judgment
- Outcome: The court upheld the assistant registrar's decision to grant summary judgment in favor of the plaintiff.
- Category: Procedural

8. Remedies Sought

Repossession of Sub-Leased Premises
Damages
Mesne Profits

9. Cause of Actions

Repossession of Property
Wrongful Occupation

10. Practice Areas

Commercial Litigation
Landlord and Tenant Disputes

11. Industries

Agriculture

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Midlink Development Pte Ltd v The Stansfield Group Pte Ltd	High Court	Yes	[2004] 4 SLR(R) 258	Singapore	Cited regarding acceptance of an offer by conduct and the principle that silence per se is equivocal and does not amount to a clear representation.
Min Hong Auto Supply Pte Ltd v Loh Chun Seng and another	High Court	Yes	[1993] 1 SLR(R) 642	Singapore	Cited regarding the conduct of parties after receipt of a cheque and willingness to fulfill obligations.
Long Foo Yit and Another v Mobil Oil Singapore Pte Ltd	High Court	Yes	[1997] SGHC 323	Singapore	Cited regarding acceptance of an offer by conduct and the intention of the offeree.
Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd	High Court	Yes	[2014] 2 SLR 1342	Singapore	Cited for the principles to be applied in determining whether it is appropriate to grant summary judgment.
Goh Chok Tong v Chee Soon Juan	High Court	Yes	[2003] 3 SLR(R) 32	Singapore	Cited for the principles to be applied in determining whether it is appropriate to grant summary judgment.
Brogden v Metropolitan Railway Company	House of Lords	Yes	Brogden v Metropolitan Railway Company (1877) 2 App Cas 666	United Kingdom	Cited as an illustration of the principle that a contract may be concluded on the terms of even a draft agreement if the parties are perceived by their conduct to have acted on it.
Tacplas Property Services Pte Ltd v Lee Peter Michael	Court of Appeal	Yes	[2000] 1 SLR(R) 159	Singapore	Cited regarding the principle that silence per se is equivocal and does not amount to a clear representation.
The Leonidas D; Allied Marine Transport Ltd v Vale do Rio Doce Navegacao SA	Court of Appeal	Yes	[1985] 1 WLR 925	England and Wales	Cited regarding the principle that silence per se is equivocal and does not amount to a clear representation.
Fook Gee Finance Co Ltd v Liu Cho Chit	Court of Appeal	Yes	[1998] 1 SLR(R) 385	Singapore	Cited regarding the principle that silence per se is equivocal and does not amount to a clear representation.
Masa-Katsu Japanese Restaurant Pte Ltd v Amara Hotel Properties Pte Ltd	High Court	Yes	[1998] 2 SLR(R) 662	Singapore	Cited regarding the principle that execution of a lease by the tenant was no more than an incident of the performance of the agreement reached by the parties.
The One Suites Pte Ltd v Pacific Motor Credit (Pte) Ltd	Court of Appeal	Yes	[2015] 3 SLR 695	Singapore	Cited for the principle that an implied term is subject to and cannot contradict an express term of the contract.
Chiam Heng Luan and others v Chiam Heng Hsien and others	High Court	Yes	[2007] 4 SLR(R) 305	Singapore	Cited for a summary of the principles relating to proprietary estoppel.
Hong Leong Singapore Finance Ltd v United Overseas Bank Ltd	High Court	Yes	[2007] 1 SLR(R) 292	Singapore	Cited for the applicable legal principles relating to proprietary estoppel.
Chng Weng Wah v Goh Bak Heng	Court of Appeal	Yes	[2016] 2 SLR 464	Singapore	Cited for the description of the doctrine of laches.
Cytec Industries Pte Ltd v APP Chemicals International (Mau) Ltd	High Court	Yes	[2009] 4 SLR(R) 769	Singapore	Cited for the description of the doctrine of laches.
eSys Technologies Pte Ltd v nTan Corporate Advisory Pte Ltd	Court of Appeal	Yes	[2013] 2 SLR 1200	Singapore	Cited for the description of the doctrine of laches.
Dynasty Line Ltd v Sukamto Sia	Court of Appeal	Yes	[2014] 3 SLR 277	Singapore	Cited for the description of the doctrine of laches.
Re Estate of Tan Kow Quee	High Court	Yes	[2007] 2 SLR(R) 417	Singapore	Cited for the description of the doctrine of laches.
Hawley & Hazel Chemical Co (S) Pte Ltd v Szu Ming Trading Pte Ltd	High Court	Yes	[2008] SGHC 13	Singapore	Cited for the description of Top Shop and Bingham LJ’s dicta.
Cheng Poh Building Construction Pte Ltd v First City Builders Pte Ltd	Court of Appeal	Yes	[2003] 2 SLR 170	Singapore	Cited for the principle that where claims and counterclaims arise out of the same transaction, and while the claims are admitted and the counterclaims are disputed, then so long as the counterclaims are plausible, the correct order to make would be that while judgment should be entered in respect of the claims, it should be stayed pending trial of the counterclaims.
United Overseas Bank Pte Ltd v Tru-line Beauty Consultants Pte Ltd and others	High Court	Yes	[2010] 2 SLR 590	Singapore	Cited for the adoption and application of Bingham LJ’s Top Shop categories.
Bim Kemi AB v Blackburn Chemicals Ltd	Court of Appeal	Yes	[2001] 2 Lloyd’s Rep 93	England and Wales	Cited for the principles pertaining to equitable set-off.
Abdul Salam Asanaru Pillai v Nomanbhoy (trading as South Kerala Cashew Exporters) & Sons Pte Ltd	High Court	Yes	[2007] 2 SLR(R) 856	Singapore	Cited for the principles pertaining to equitable set-off.
Nanyang Law LLC v Alphomega Research Group Ltd	High Court	Yes	[2010] 3 SLR 914	Singapore	Cited for the reliance on Bingham LJ’s dicta in Top Shop and Hawley.
Invar Realty Pte Ltd v Kenzo Tange Urtec Inc & Anor	High Court	Yes	[1990] 3 MLJ 388	Malaysia	Cited for the principle established in Sheppards & Co v Wilkinson & Jarvis [1889] 6 TLR 13, that where there is clearly no defence to the plaintiffs’ claim but the defendants set up a plausible counterclaim for an amount not less than the plaintiffs’ claim, the plaintiffs should not be put to the trouble and expense of proving their claim.
Sheppards & Co v Wilkinson & Jarvis	Court of Appeal	Yes	[1889] 6 TLR 13	England and Wales	Cited for the principle that where there is clearly no defence to the plaintiffs’ claim but the defendants set up a plausible counterclaim for an amount not less than the plaintiffs’ claim, the plaintiffs should not be put to the trouble and expense of proving their claim.
P H Grace Pte Ltd and others v American Express International Banking Corp	Court of Appeal	Yes	[1985–1986] SLR(R) 979	Singapore	Cited for the principles on whether summary judgment should be granted to the plaintiff where a counterclaim has been raised by the defendant, and if such judgment is given whether execution thereon should be stayed.

13. Applicable Rules

Rule Name
Order 14 of the Rules of Court

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Sub-lease
Renewal
Implied Agreement
Summary Judgment
Proprietary Estoppel
Doctrine of Laches
Ex gratia payments
Utilities bills
Compromise Agreement

15.2 Keywords

sublease
renewal
summary judgment
landlord
tenant
orchids

16. Subjects

Landlord and Tenant
Contract Law
Civil Procedure

17. Areas of Law

Landlord and Tenant Law
Contract Law
Civil Procedure
Subleases
Summary Judgment