Royal Melbourne Institute of Technology v Stansfield College: Breach of Contract & Misrepresentation in Education Collaboration

Royal Melbourne Institute of Technology (RMIT) sued Stansfield College Pte Ltd and TSG Investments Pte Ltd in the High Court of Singapore for unpaid fees under a contract for educational services. Stansfield College counterclaimed for damages due to alleged breaches by RMIT, sums paid under a mistake of law, damages for misrepresentation, and reasonable remuneration for services provided to RMIT. The court, presided over by Justice Quentin Loh, allowed RMIT's claim and dismissed Stansfield College's counterclaims, except for finding that RMIT breached one clause in the contract. Damages for this breach will be assessed separately. TSG Investments Pte Ltd, the second defendant, was unrepresented.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff; counterclaim dismissed save for one breach of contract.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

RMIT sues Stansfield College for unpaid fees. Stansfield counterclaims for breach, misrepresentation, and restitution. Court allows RMIT's claim, finds one breach by RMIT.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Royal Melbourne Institute of TechnologyPlaintiffCorporationJudgment for PlaintiffWon
Stansfield College Pte LtdDefendantCorporationCounterclaim Dismissed in partPartial
TSG Investments Pte LtdDefendantCorporationNo specific outcomeNeutral

3. Judges

Judge NameTitleDelivered Judgment
Quentin LohJudgeYes

4. Counsels

Counsel NameOrganization
Joseph Liow Wang WuStraits Law Practice LLC
Charlene Cheam XuelinStraits Law Practice LLC
Celine LiowStraits Law Practice LLC
Tan Tian HuiRajah & Tann Singapore LLP
Pradeep NairRajah & Tann Singapore LLP
Gregory Vijayendran GanesamoorthyRajah & Tann Singapore LLP
Cheng Jin EdwinRajah & Tann Singapore LLP

4. Facts

  1. RMIT and Stansfield College had a contractual relationship for the provision of educational services.
  2. Stansfield College was to offer RMIT's Bachelor of Engineering (Mechanical Engineering) Programme in Singapore.
  3. The 2009 Agreements included clauses regarding fees and minimum payment obligations.
  4. RMIT entered into discussions with other institutions to provide similar programs in Singapore.
  5. Stansfield College alleged that RMIT repudiated the contract.
  6. RMIT claimed unpaid fees from Stansfield College based on the minimum payment obligation.
  7. Stansfield College counterclaimed for losses and damages.

5. Formal Citations

  1. Royal Melbourne Institute of Technology v Stansfield College Pte Ltd and another, Suit No 65 of 2013, [2018] SGHC 232

6. Timeline

DateEvent
Stansfield College Pte Ltd incorporated.
RMIT and TSG Investments Pte Ltd enter into the 2006 Agreements.
SEGP joined as a party to the 2006 Agreements.
ASA-Annexure and SSA-Annexure executed.
RMIT and SEGP enter into the 2009 Agreements.
SEGP changed its name to SCBT.
Stansfield College obtains EduTrust certification.
Amending Agreements signed, adding Stansfield College as a party to the 2009 Agreements.
RMIT in discussion with SIM about running RMIT engineering courses.
RMIT issues first notice of default to Stansfield College.
RMIT issues second notice of default to Stansfield College.
RMIT informs Stansfield College of its intention not to renew contracts after 2012.
RMIT sends letter to Stansfield College regarding minimum payment obligation.
Stansfield College replies to RMIT, construing RMIT's letter as an attempt to intimidate.
Stansfield College accepts RMIT's purported repudiation of the contract.
RMIT commences suit against Stansfield College and TSG Investments Pte Ltd.
TSG Investments Pte Ltd wound up.
Neutral Evaluator issues written opinion.
Trial begins.
Trial continues.
Trial concludes.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the plaintiff breached one clause of the contract but did not commit a repudiatory breach.
    • Category: Substantive
    • Sub-Issues:
      • Repudiatory breach
      • Failure to perform contractual obligations
    • Related Cases:
      • [2007] 4 SLR(R) 413
      • [1962] 2 QB 26
  2. Misrepresentation
    • Outcome: The court dismissed the counterclaim for misrepresentation, finding no actionable misrepresentation or inducement.
    • Category: Substantive
    • Sub-Issues:
      • Statements of intention
      • Inducement
    • Related Cases:
      • [2003] 3 SLR(R) 307
      • (1885) 29 Ch D 459
  3. Restitution
    • Outcome: The court dismissed the counterclaim for restitution, finding no unjust factor.
    • Category: Substantive
    • Sub-Issues:
      • Mistake of law
      • Unjust enrichment
      • Failure of consideration
    • Related Cases:
      • [2013] 3 SLR 801
  4. Waiver
    • Outcome: The court found that the first defendant's failure to plead the doctrine of waiver and the material facts required to establish the same is fatal to this aspect of its defence.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Reasonable Remuneration on a quantum meruit basis

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Education

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte LtdCourt of AppealYes[2007] 4 SLR(R) 413SingaporeCited for the principles regarding repudiatory breach of contract.
Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha LtdCourt of AppealYes[1962] 2 QB 26England and WalesCited for the principle of fundamental breach of contract.
Suisse Atlantique Société d’Armement Maritime SA v NV Rotterdamsche Kolen CentraleHouse of LordsYes[1967] 1 AC 361England and WalesCited for the principle of fundamental breach of contract.
Photo Production Ltd v Securicor Transport LtdHouse of LordsYes[1980] AC 827England and WalesCited for the principle of fundamental breach of contract.
Alliance Concrete Singapore Pte Ltd v Comfort Resources Pte LtdCourt of AppealYes[2009] 4 SLR(R) 602SingaporeCited for the principle that any ground of termination which existed at the time of election may subsequently be relied upon.
CAA Technologies Pte Ltd v Newcon Builders Pte LtdCourt of AppealYes[2017] 2 SLR 940SingaporeCited for the principle that any ground of termination which existed at the time of election may subsequently be relied upon.
San International Pte Ltd (formerly known as San Ho Huat Construction Pte Ltd) v Keppel Engineering Pte LtdHigh CourtYes[1998] 3 SLR(R) 447SingaporeCited for the test to ascertain whether the action or actions of the party in default are such as to lead a reasonable person to conclude that he no longer intends to be bound by its provisions.
Sports Connection Pte Ltd v Deuter Sports GmbHCourt of AppealYes[2009] 3 SLR(R) 883SingaporeCited for the factors to consider in determining whether a breach falls within Situation 3(b) of RDC Concrete.
Koompahtoo Local Aboriginal Land Council v Sanpine Pty LimitedHigh Court of AustraliaYes(2007) 233 CLR 115AustraliaCited for the factors to consider in determining whether a breach falls within Situation 3(b) of RDC Concrete.
Audi Construction Pte Ltd v Kian Hiap Construction Pte LtdCourt of AppealYes[2018] 1 SLR 317SingaporeCited for the distinction between waiver by election and waiver by estoppel.
Motor Oil Hellas (Corinth) Refineries SA v Shipping Corporation of India (The “Kanchenjunga”)House of LordsYes[1990] 1 Lloyd’s Rep 391England and WalesCited for the principle of waiver by election.
Chai Cher Watt v SDL Technologies Pte LtdCourt of AppealYes[2012] 1 SLR 152SingaporeCited for the principle of waiver by election.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and anotherCourt of AppealYes[2013] 3 SLR 801SingaporeCited for the requirements for a successful claim in unjust enrichment.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherCourt of AppealYes[2015] 5 SLR 1422SingaporeCited for the principle that parties are bound by their pleadings.
OMG Holdings Pte Ltd v Pos Ad Sdn BhdCourt of AppealYes[2012] 4 SLR 231SingaporeCited for the principle that parties are bound by their pleadings.
Maddison v AldersonHouse of LordsYes(1883) 8 App Cas 467England and WalesCited to distinguish between a representation and a promise.
Tan Chin Seng and others v Raffles Town Club Pte LtdCourt of AppealYes[2003] 3 SLR(R) 307SingaporeCited for the principle that a misstatement of a man’s intention or state of mind is a misrepresentation of fact.
Edgington v FitzmauriceCourt of AppealYes(1885) 29 Ch D 459England and WalesCited for the principle that a misstatement of a man’s intention or state of mind is a misrepresentation of fact.
Wales v WadhamHigh CourtYes[1977] 2 All ER 125England and WalesCited for the principle that a statement of intention is not a representation of existing fact, unless the person making it does not honestly hold the intention he is expressing.
Straits Colonies Pte Ltd v SMRT Alpha Pte LtdCourt of AppealYes[2018] 2 SLR 441SingaporeCited for the elements of misrepresentation.
Beattie v Lord EburyCourt of AppealYes(1872) LR 7 Ch App 777England and WalesCited for the principle that a representation that something will be done in the future cannot either be true or false at the moment it is made, and although you may call it a representation, if it is anything, it is a contract or promise.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Repudiatory Breach
  • Minimum Payment Obligation
  • EduTrust Certification
  • Annexures
  • Amending Agreements
  • Quantum Meruit
  • Misrepresentation
  • Waiver
  • Restitution
  • Unjust Enrichment
  • Failure of Consideration

15.2 Keywords

  • breach of contract
  • misrepresentation
  • education
  • RMIT
  • Stansfield College
  • Singapore
  • commercial dispute

17. Areas of Law

Area NameRelevance Score
Contract Law85
Civil Practice70
Restitution65
Misrepresentation50

16. Subjects

  • Contract Law
  • Education Law
  • Commercial Disputes