Wen Wen Food Trading v Food Republic: Striking Out Claim for Misrepresentation & Breach of Contract
Wen Wen Food Trading Pte Ltd sued Food Republic Pte Ltd in the High Court of Singapore, alleging misrepresentation and wrongful repudiation of a stall license agreement. Wen Wen claimed Food Republic represented a six-year license period, while the written agreement specified two years. The Assistant Registrar struck out Wen Wen's claim, and Judicial Commissioner Dedar Singh Gill dismissed Wen Wen's appeal, finding the claim legally and factually unsustainable due to the express terms of the License Agreement and the parol evidence rule.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Appeal dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Wen Wen Food Trading's claim against Food Republic for misrepresentation and breach of contract was struck out due to an entire agreement clause.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Wen Wen Food Trading Pte Ltd | Plaintiff, Appellant | Corporation | Appeal Dismissed | Lost | |
| Food Republic Pte Ltd | Defendant, Respondent | Corporation | Claim Struck Out | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Dedar Singh Gill | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Plaintiff claimed defendant represented a six-year license period.
- The License Agreement specified a two-year license period.
- The License Agreement contained an entire agreement clause.
- Plaintiff alleged wrongful repudiation of the License Agreement.
- Defendant denied making any representation of a six-year license period.
- The booking form specified the license period to be two years.
- The defendant sent a letter informing the plaintiff that the License Agreement was set to expire.
5. Formal Citations
- Wen Wen Food Trading Pte Ltd v Food Republic Pte Ltd, Suit No 930 of 2018(Registrar’s Appeal No 320 of 2018), [2019] SGHC 60
6. Timeline
| Date | Event |
|---|---|
| Alvin Ong met with Elsie and Tan to discuss stall licenses. | |
| Tan signed a stall license booking form for the ION food-court. | |
| Wen Wen F&B Management entered into a license agreement for the Shaw Centre food-court. | |
| License agreement for Shaw Centre food-court novated to Mei Yan Catering Pte Ltd. | |
| Second two-year agreement between defendant and MYCPL for Shaw Centre food-court. | |
| Plaintiff incorporated. | |
| Parties signed the ION food-stall License Agreement. | |
| Defendant sent a letter informing the plaintiff that the License Agreement was set to expire. | |
| Plaintiff asserted wrongful repudiation of the License Agreement. | |
| Assistant Registrar struck out the plaintiff’s claim. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Misrepresentation
- Outcome: The court held that the plaintiff could not have relied on any misrepresentation due to the express terms of the License Agreement and the entire agreement clause.
- Category: Substantive
- Related Cases:
- [2018] 2 SLR 110
- [2007] 3 SLR(R) 537
- Breach of Contract
- Outcome: The court held that the defendant did not wrongfully repudiate the contract.
- Category: Substantive
- Striking Out
- Outcome: The court upheld the decision to strike out the plaintiff's claim as frivolous or vexatious.
- Category: Procedural
- Related Cases:
- [2012] 4 SLR 546
- Parol Evidence Rule
- Outcome: The court found that sections 93 and 94 of the Evidence Act were applicable, preventing the admission of oral evidence to contradict the written contract.
- Category: Substantive
8. Remedies Sought
- Damages for misrepresentation
- Damages for wrongful repudiation
9. Cause of Actions
- Misrepresentation
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the principle that a plainly unsustainable action is one which is either legally or factually unsustainable. |
| Broadley Construction Pte Ltd v Alacran Design Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 110 | Singapore | Cited for the principle that a plaintiff would not ordinarily be held to be induced by a misrepresentation if the express contractual terms contradict the misrepresentation. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited for the principle that an appropriately worded entire agreement clause would be acknowledged and upheld if it clearly purports to deprive any pre-contractual or collateral agreement of legal effect. |
| China Insurance Co (Singapore) Pte Ltd v Liberty Insurance Pte Ltd (formerly known as Liberty Citystate Insurance Pte Ltd) | High Court | No | [2005] 2 SLR(R) 509 | Singapore | Cited regarding the admissibility of extrinsic evidence to establish the factual matrix surrounding an agreement, but distinguished on the facts. |
| Latham Scott v Credit Suisse First Boston | Unknown | Yes | [2000] 2 SLR(R) 30 | Singapore | Cited for the principle that a condition precedent is found where a written contract is agreed not to take effect until the fulfilment of that certain condition. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 18 r 19(1)(b) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) ss 93 | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) ss 94 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Misrepresentation
- Wrongful repudiation
- License agreement
- Entire agreement clause
- Parol evidence rule
- Stall license
- Booking form
- Condition precedent
15.2 Keywords
- Misrepresentation
- Breach of contract
- Entire agreement clause
- Parol evidence rule
- Food court
- License agreement
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Breach of Contract | 85 |
| Misrepresentation | 80 |
| Contractual terms | 80 |
| Civil Practice | 70 |
| Evidence | 65 |
| Fraud and Deceit | 60 |
16. Subjects
- Contract Law
- Civil Procedure
- Evidence Law