Griffin Real Estate v. ERC Unicampus: Account of Profits for Big Hotel Sale

In a dispute between Griffin Real Estate Investment Holdings Pte Ltd (in liquidation) (GREIH) and ERC Unicampus Pte Ltd (ERCU), the Court of Appeal of Singapore heard cross-appeals regarding the formula for computing GREIH's share of profit from the sale of Big Hotel. The Court of Appeal modified the formula, allowing GREIH's appeal in part and ERCU's appeal in part, and ordered each party to bear its own costs for the cross-appeals.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Ex Tempore Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The Court of Appeal modified the formula for computing Griffin Real Estate's share of profit from the sale of Big Hotel, addressing double-counting of expenses.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Griffin Real Estate Investment Holdings Pte Ltd (in liquidation)Appellant, Plaintiff, RespondentCorporationAppeal Allowed in PartPartial
ERC Unicampus Pte LtdRespondent, Defendant, AppellantCorporationAppeal Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudge of AppealYes
Belinda Ang Saw EanJudgeNo
Quentin LohJudgeNo

4. Counsels

Counsel NameOrganization
Abraham VergisProvidence Law Asia LLC
Nawaz KamilProvidence Law Asia LLC
Kenny Lau Hui MingProvidence Law Asia LLC
Vikram NairRajah & Tann Singapore LLP
Foo Xian FongRajah & Tann Singapore LLP

4. Facts

  1. GREIH loaned $10 million to ERCU.
  2. Andy Ong and Ong Han Boon breached fiduciary duties.
  3. ERCU received $10 million knowingly from GREIH.
  4. ERCU purchased Prime Centre for $103 million.
  5. ERCU obtained a bank loan of $77.25 million.
  6. Prime Centre was re-developed into Big Hotel.
  7. Big Hotel was sold for $203 million.

5. Formal Citations

  1. Griffin Real Estate Investment Holdings Pte Ltd (in liquidation) v ERC Unicampus Pte Ltd and another appeal, Civil Appeals Nos 7 and 8 of 2019, [2019] SGCA 57

6. Timeline

DateEvent
Sale of Big Hotel
Originating Summons No 1004 of 2017 filed
Judgment delivered

7. Legal Issues

  1. Account of Profits
    • Outcome: The court modified the formula for computing the share of profit.
    • Category: Substantive

8. Remedies Sought

  1. Account of Profits

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Account of Profits

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Real Estate
  • Hospitality

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Griffin Real Estate Investment Holdings Pte Ltd (in liquidation) v ERC Unicampus Pte LtdHigh CourtYes[2018] SGHC 273SingaporeThe Court of Appeal agreed with the Judge on all findings set out in this judgment, except the formula for computing the share of profit for the plaintiff.

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

  • Account of Profits
  • Breach of Fiduciary Duty
  • Double-Counting of Expenses
  • Net Profit
  • UOB-ERCU Loan
  • Prime Centre
  • Big Hotel

15.2 Keywords

  • Account of Profits
  • Fiduciary Duty
  • Real Estate
  • Singapore
  • Hotel

17. Areas of Law

Area NameRelevance Score
Remedies80
Chancery and Equity75
Fiduciary Duties70
Duty to Account60
Share of Profit50
Company Law40
Contract Law30
Winding Up30

16. Subjects

  • Equity
  • Remedies
  • Account of Profits