Turf Club Auto Emporium v Yeo Boong Hua: Damages for Breach of Contract and Conspiracy
The Singapore Court of Appeal heard appeals from Turf Club Auto Emporium Pte Ltd, Singapore Agro Agricultural Pte Ltd, Koh Khong Meng, Turf City Pte Ltd, Tan Chee Beng, and Tan Huat Chye against Yeo Boong Hua, Lim Ah Poh, and Teo Tian Seng, regarding the quantum of damages payable for breach of contract and conspiracy. The court determined the damages based on the value of the respondents' shareholding in joint venture companies, with adjustments for lease extensions and a premium. The court awarded damages of $1,338,312.50 to the respondents.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Judgment for Respondents; damages awarded.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The Court of Appeal determined the quantum of damages for breach of contract and conspiracy related to a land lease dispute.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Chee Beng | Appellant | Individual | Appeal Partially Lost | Partial | |
| Tan Huat Chye | Appellant | Individual | Appeal Partially Lost | Partial | |
| Yeo Boong Hua | Respondent | Individual | Appeal Won | Won | |
| Lim Ah Poh | Respondent | Individual | Appeal Won | Won | |
| Teo Tian Seng | Respondent | Individual | Appeal Won | Won | |
| Turf Club Auto Emporium Pte Ltd | Appellant | Corporation | Appeal Partially Lost | Partial | |
| Singapore Agro Agricultural Pte Ltd | Appellant | Corporation | Appeal Partially Lost | Partial | |
| Koh Khong Meng | Appellant | Individual | Appeal Partially Lost | Partial | |
| Turf City Pte Ltd | Appellant | Corporation | Appeal Partially Lost | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Andrew Phang Boon Leong | Judge of Appeal | Yes |
| Judith Prakash | Judge of Appeal | No |
| Tay Yong Kwang | Judge of Appeal | No |
| Steven Chong | Judge of Appeal | No |
4. Counsels
4. Facts
- SAA and Koh KM were liable in contract for repudiatory breaches.
- Tan CB, Tan Senior and Koh KM are liable for the torts of conspiracy and inducement of breach of contract.
- The KPMG Entities had been engaged to investigate the financial affairs of the JV Companies and to conduct an independent and fair valuation of their shares.
- The 2007 Head Lease was extended by 1.5 years, and came to an end in February 2012 instead of August 2010.
- The Respondents each paid only $78,000 for their 37.5% shareholding in TCPL when they should have each paid $250,000.
5. Formal Citations
- Turf Club Auto Emporium Pte Ltd and othersvYeo Boong Hua and othersand another appeal, , [2018] SGCA 79
6. Timeline
| Date | Event |
|---|---|
| Valuation date used in Ferrier Hodgson and KPMG CF reports | |
| SAA received 2007 Head Lease from SLA | |
| KPMG Corporate Finance Pte Ltd valuation reports were dated | |
| Original expiration date of the 2007 Head Lease | |
| Extended expiration date of the 2007 Head Lease | |
| Ferrier Hodgson report was dated | |
| Previous judgment delivered in Turf Club Auto Emporium Pte Ltd and others v Yeo Boon Hua and others and another appeal [2018] 2 SLR 655 | |
| Judgment reserved | |
| Judgment date |
7. Legal Issues
- Measure of Damages for Breach of Contract
- Outcome: The court determined the quantum of damages based on the value of the respondents' shareholding in joint venture companies, with adjustments for lease extensions and a premium.
- Category: Substantive
- Sub-Issues:
- Valuation of shares
- Discounted cash flow
- Net asset valuation
- Measure of Damages for Conspiracy and Inducement of Breach of Contract
- Outcome: The court held that the quantum of damages due to the respondents under these tortious claims is identical to that due under the contractual claim.
- Category: Substantive
8. Remedies Sought
- Compensatory Damages
9. Cause of Actions
- Breach of Contract
- Conspiracy
- Inducement of Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boon Hua and others and another appeal | Court of Appeal | Yes | [2018] 2 SLR 655 | Singapore | Summarizes the holdings of the previous decision, including the liability of parties for breach of contract and tort. |
| Turf Club Auto Emporium and others v Yeo Boong Hua and others and another appeal and other matters | Court of Appeal | Yes | [2017] 2 SLR 12 | Singapore | Refers to the previous judgment for the historical context of the sub-tenancy agreements and the dismissal of summonses. |
| Khoo Bee Keong v Ang Chun Hong and Another | High Court | Yes | [2005] SGHC 128 | Singapore | Cited for the principle that an expert report with a shaky or flawed basis is of little use to the court. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the principle that a plaintiff must provide sufficient evidence of loss to recover damages. |
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
- Repudiatory Breaches
- Joint Venture Companies
- Head Lease
- Sub-tenancies
- Discounted Cash Flow
- Net Asset Valuation
- Valuation Date
- Shareholding
15.2 Keywords
- breach of contract
- conspiracy
- damages
- valuation
- lease
- shareholding
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Measure of Damages | 90 |
| Damages | 80 |
| Contract Law | 70 |
| Costs | 70 |
| Breach of Contract | 70 |
| Civil Procedure | 60 |
| Conspiracy by Unlawful Means | 60 |
| Inducement of Breach of Contract | 60 |
16. Subjects
- Contract Law
- Tort Law
- Damages
- Civil Procedure