Lim Teng Siang Charles v Hong Choon Hau: Rescission of Contract by Mutual Agreement
In Lim Teng Siang Charles and another v Hong Choon Hau and another, the Singapore High Court addressed a breach of contract claim concerning a sale and purchase agreement (SPA) for shares in PSL Holdings Limited. The plaintiffs, Lim Teng Siang Charles and Tay Mui Koon, sued the defendants, Hong Choon Hau and Tan Kim Hee, for failing to complete the purchase of PSL shares. The defendants counterclaimed, alleging fraudulent misrepresentations and asserting rescission by mutual agreement. The court dismissed both the plaintiffs' claim and the defendants' counterclaim, finding that the SPA had been rescinded by mutual agreement in October 2014.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Plaintiffs’ claim and defendants’ counterclaim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving a breach of contract claim for the sale of PSL shares. The court found the SPA was rescinded by mutual agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tay Mui Koon | Plaintiff | Individual | Claim Dismissed | Lost | |
| Hong Choon Hau | Defendant | Individual | Counterclaim Dismissed | Lost | |
| Tan Kim Hee | Defendant | Individual | Counterclaim Dismissed | Lost | |
| Lim Teng Siang Charles | Plaintiff | Individual | Claim Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Mavis Chionh Sze Chyi | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- The plaintiffs sued the defendants for breach of a sale and purchase agreement for 35 million shares in PSL Holdings Limited.
- The defendants alleged that the first plaintiff made false representations to induce them to sign the sale and purchase agreement.
- The defendants claimed the sale and purchase agreement was rescinded by mutual agreement in October 2014.
- The plaintiffs did not serve a notice to complete the sale transaction prior to May 2018.
- The first plaintiff continued to trade in his mother's PSL shares after the alleged completion date.
- The first plaintiff brought deals to Tedy Teow after 2014.
5. Formal Citations
- Lim Teng Siang Charles and another v Hong Choon Hau and another, Suit No 920 of 2018, [2020] SGHC 182
6. Timeline
| Date | Event |
|---|---|
| Sale and purchase agreement signed | |
| Completion date of the sale and purchase agreement | |
| First defendant's United Overseas Bank account opened | |
| Plaintiffs' solicitors demanded completion of transaction | |
| Proceedings filed | |
| Trial began | |
| Trial concluded | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the contract was rescinded by mutual agreement, thus there was no breach.
- Category: Substantive
- Rescission by Mutual Agreement
- Outcome: The court held that the sale and purchase agreement was rescinded by mutual agreement.
- Category: Substantive
- Related Cases:
- [2005] 2 SLR(R) 253
- [2009] SGHC 188
- Fraudulent Misrepresentation
- Outcome: The court found that the defendants' allegations of misrepresentation were not made out.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Kensteel Engineering Pte Ltd v OSV Engineering Pte Ltd | High Court | Yes | [2005] 2 SLR(R) 253 | Singapore | Cited for the principle of rescission by mutual agreement where a contract is executory on both sides. |
| Uncharted Business Pte Ltd v Asiasoft Online Pte Ltd | High Court | Yes | [2009] SGHC 188 | Singapore | Cited for the principle of rescission by mutual agreement. |
| Bestland Development Pte Ltd v Thasin Development Pte Ltd | High Court | Yes | [1991] SGHC 27 | Singapore | Cited to distinguish mere puffery from actionable misrepresentation. |
| Bank Leumi le Israel BM v British National Insurance Co Ltd | N/A | Yes | [1988] 1 Lloyd’s Rep 71 | N/A | Cited for the principle that a statement as to a future state of affairs cannot be true or false. |
| Tan Chin Seng and others v Raffles Town Club Pte Ltd | N/A | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the principle that a statement must relate to a matter of fact either present or past to be actionable. |
| Tan Swee Wan and another v Johnny Lian Tian Yong | High Court | Yes | [2018] SGHC 169 | Singapore | Cited regarding representation by the first plaintiff that he possessed an honest belief based on reasonable grounds that the future price of PSL shares would turn out as forecasted. |
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
- Sale and Purchase Agreement
- PSL Holdings Limited
- Rescission
- Mutual Agreement
- Misrepresentation
- Reverse Takeover
- Agarwood
15.2 Keywords
- contract
- rescission
- mutual agreement
- shares
- singapore
- high court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Rescission | 90 |
| Contract Law | 80 |
| Breach of Contract | 75 |
| Misrepresentation | 60 |
| Estoppel | 30 |
16. Subjects
- Contract Law
- Securities Law