Inngroup Pte Ltd v M Asset Pte Ltd: Breach of Settlement Agreement for Shophouse Renovation
In Inngroup Pte Ltd v M Asset Pte Ltd, heard in the High Court of Singapore on 16 September 2020, Inngroup sued M Asset for breach of a settlement agreement signed on 27 June 2018, concerning the renovation and lease of M Asset's shophouse. Inngroup claimed M Asset failed to hand over the property as agreed and sought specific performance or damages. M Asset counterclaimed for rent and damages. The court found M Asset in breach of the settlement agreement and awarded damages of $2,893,343.50 to Inngroup, dismissing M Asset's counterclaim.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Inngroup sued M Asset for breach of a settlement agreement regarding shophouse renovation. The court found M Asset in breach and awarded damages to Inngroup.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Inngroup Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Looi Ming Ming, Tan Yen Jee |
| M Asset Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Dismissed | K Muralitherapany, Sim Jia Qing Marcus |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Senior Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Looi Ming Ming | Eldan Law LLP |
| Tan Yen Jee | Eldan Law LLP |
| K Muralitherapany | Joseph Tan Jude Benny LLP |
| Sim Jia Qing Marcus | Shen Jiaqing |
4. Facts
- Inngroup and M Asset owned adjacent shophouses on Hong Kong Street.
- A dispute arose regarding renovation works on Inngroup's property and M Asset's refusal to allow demolition of a boundary wall.
- The parties entered into a Settlement Agreement on 27 June 2018 to resolve the dispute.
- M Asset agreed to contribute $250,000 towards Inngroup's renovation costs and lease its property to Inngroup.
- M Asset failed to hand over the property to Inngroup as agreed.
- M Asset presented numerous draft tenancy agreements with changing and inconsistent terms.
- Inngroup discontinued a prior lawsuit (Suit No 974 of 2016) as consideration for the Settlement Agreement.
5. Formal Citations
- Inngroup Pte Ltd v M Asset Pte Ltd, Suit No 405 of 2019, [2020] SGHC 197
6. Timeline
| Date | Event |
|---|---|
| M Asset Pte Ltd acquired the property at No 42 Hong Kong Street. | |
| Inngroup Pte Ltd was incorporated in Singapore. | |
| Inngroup Pte Ltd became the owner of the property at No 41 Hong Kong Street. | |
| Inngroup Pte Ltd commenced proceedings against M Asset Pte Ltd in Suit No 974 of 2016. | |
| The parties signed the Settlement Agreement. | |
| Deadline for M Asset Pte Ltd to hand over the fourth and fifth storeys of the Defendant’s Property to Inngroup Pte Ltd. | |
| Plaintiff’s solicitors sent a reminder to Defendant’s solicitors. | |
| Defendant’s solicitors emailed two draft tenancy agreements to the Plaintiff’s solicitors. | |
| Parties and their solicitors met at the office of the Defendant’s solicitors. | |
| Inngroup Pte Ltd commenced proceedings against M Asset Pte Ltd in Suit No 405 of 2019. | |
| Trial began. | |
| Trial concluded. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the Defendant breached the Settlement Agreement by failing to hand over the property and refusing to execute a tenancy agreement.
- Category: Substantive
- Sub-Issues:
- Failure to comply with settlement agreement terms
- Refusal to execute tenancy agreement
- Implied Terms
- Outcome: The court held that the implied terms argued by the Defendant were not necessary for the business efficacy of the Settlement Agreement and declined to imply them.
- Category: Substantive
- Sub-Issues:
- Necessity for business efficacy
- Officious bystander test
- Related Cases:
- [2013] 4 SLR 193
- Specific Performance
- Outcome: The Plaintiff elected to claim damages instead of specific performance.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Klerk-Elias Liza v K T Chan Clinic Pte Ltd | Court of Appeal | Yes | [1993] 1 SLR(R) 609 | Singapore | Cited for the five necessary elements for the making of a lease. |
| Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd | High Court | Yes | [2014] 2 SLR 1342 | Singapore | Cited for the five necessary elements for the making of a lease. |
| Foo Jong Peng and others v Phua Kiah Mai and another | High Court | Yes | [2012] 4 SLR 1267 | Singapore | Cited to support the principle that the court will not rewrite a contract between the parties. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the three-step process for implying a term into a contract. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited regarding the court's contemplation of the factual matrix in interpreting a document. |
| Saeng-Un Udom v Public Prosecutor | Court of Appeal | Yes | [2001] 2 SLR(R) 1 | Singapore | Cited regarding the court's approach to expert evidence. |
| Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and another | High Court | Yes | [2007] SGHC 50 | Singapore | Cited regarding the court's approach to expert evidence when one party does not call any expert witnesses. |
| Lipkin International Ltd v Swiber Holdings Ltd and another | Court of Appeal | Yes | [2016] 4 SLR 1079 | Singapore | Cited regarding the court's approach to awarding costs. |
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
- Settlement Agreement
- Tenancy Agreement
- Renovation Works
- Handover
- Boutique Hotel
- Co-working Space
- Change of Use
- Draft Tenancy Agreements
- Hotel Licence
- Option to Renew
- Good Faith
15.2 Keywords
- breach of contract
- settlement agreement
- tenancy
- shophouse
- renovation
- hotel
- co-working space
- singapore
16. Subjects
- Contract Law
- Commercial Dispute
- Property Law
17. Areas of Law
- Contract Law
- Settlement Agreements
- Tenancy Law
- Civil Procedure