Lew v Nargolwala: Breach of Contract & Agency Dispute over Andara Resort Villa

In Suit No 2 of 2019, Lew, Solomon, sued Kaikhushru Shiavax Nargolwala, Aparna Nargolwala, Quo Vadis Investments Limited, and Christian Alfred Larpin in the Singapore International Commercial Court, alleging breach of contract and related claims regarding the ownership of Villa 29 at the Andara Resort in Phuket, Thailand. Simon Thorley IJ presided. The court dismissed the action, finding that no binding oral contract existed between Lew and the Nargolwalas for the sale of shares in Querencia Ltd, the company owning the villa.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT

1.2 Outcome

Action dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Solomon Lew sues Kaikhushru Nargolwala for breach of contract over a villa sale. The court found no binding contract existed, dismissing the claim.

1.7 Decision Date

4 February 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Christian Alfred Larpin	Defendant	Individual	Judgment for Defendant	Won	Harjean Kaur of Advocatus Law LLP Christopher Anand of Advocatus Law LLP R Shriveena Naidu of Advocatus Law LLP
Quo Vadis Investments Limited	Defendant	Corporation	Judgment for Defendant	Won	Harjean Kaur of Advocatus Law LLP Christopher Anand of Advocatus Law LLP R Shriveena Naidu of Advocatus Law LLP
Kaikhushru Shiavax Nargolwala	Defendant	Individual	Judgment for Defendant	Won	Lim Min Li Amanda of Allen & Gledhill LLP Tan Shu-Ning Alyssa of Allen & Gledhill LLP Ramesh Kumar of Allen & Gledhill LLP
Aparna Nargolwala	Defendant	Individual	Judgment for Defendant	Won	Lim Min Li Amanda of Allen & Gledhill LLP Tan Shu-Ning Alyssa of Allen & Gledhill LLP Ramesh Kumar of Allen & Gledhill LLP
Solomon Lew	Plaintiff	Individual	Claim Dismissed	Lost	Lee Chia Ming of Dentons Rodyk & Davidson LLP Philip Antony Jeyaretnam of Dentons Rodyk & Davidson LLP Lee Jiemin Nicolette of Dentons Rodyk & Davidson LLP
Querencia Limited	Defendant	Corporation	Judgment for Defendant	Won	Hannah Alysha Binte Mohamed Ashiq of TSMP Law Corporation Chua Han Yuan Kenneth of TSMP Law Corporation Benjamin Niroshan Bala of TSMP Law Corporation

3. Judges

Judge Name	Title	Delivered Judgment
Simon Thorley	International Judge	Yes

4. Counsels

Counsel Name	Organization
Harjean Kaur	Advocatus Law LLP
Christopher Anand	Advocatus Law LLP
R Shriveena Naidu	Advocatus Law LLP
Lim Min Li Amanda	Allen & Gledhill LLP
Tan Shu-Ning Alyssa	Allen & Gledhill LLP
Ramesh Kumar	Allen & Gledhill LLP
Lee Chia Ming	Dentons Rodyk & Davidson LLP
Philip Antony Jeyaretnam	Dentons Rodyk & Davidson LLP
Lee Jiemin Nicolette	Dentons Rodyk & Davidson LLP
Hannah Alysha Binte Mohamed Ashiq	TSMP Law Corporation
Chua Han Yuan Kenneth	TSMP Law Corporation
Benjamin Niroshan Bala	TSMP Law Corporation

4. Facts

Mr. Lew rented Villa 29 in April 2017 and considered making an offer to purchase it at that time.
Mr. Lew made an offer of US$5m for Villa 29 on a "walk in walk out" basis in September 2017.
Mr. Meury did not communicate the amount of the offer to the Nargolwalas because they knew that it would not be acceptable.
Mr. Meury told Mr. Lew that the Nargolwalas were offering US$5.5m for the sale.
Mr. Lew texted Mr. Meury that he was prepared to agree to split the difference on a walk in walk out basis for US$ 5,250,000.
Mrs. Nargolwala told Mr. Meury that she needed an offer letter in writing with details so that she and her husband could discuss the proposal.
Mr. Meury informed Mr. Lew that the Nargolwalas had accepted the offer.

5. Formal Citations

Lew, Solomon v Kaikhushru Shiavax Nargolwala and others, Suit No 2 of 2019, [2020] SGHC(I) 02

6. Timeline

Date	Event
2007-01-01	Villa 29 was being built.
2008-01-01	Nargolwalas occupied Villa 29.
2011-01-01	Daniel Meury became the General Manager at the Andara Resort.
2014-11-01	Nargolwalas moved into Villa 8.
2016-02-16	One-year exclusive agency sales agreement with the Resort expired.
2017-09-01	Mr. Lew decided to buy Villa 29.
2017-10-11	Alleged oral contract of sale reached.
2017-10-14	Mr. Nargolwala returned to Singapore and telephoned Mr. Meury.
2017-10-24	Mr. Kenmar approached Siam Law to instruct them.
2017-10-26	Mr. Larpin was first shown Villa 29 by Mr. Martin Phillips.
2017-11-08	Nargolwalas and Mr. Larpin entered a Reservation Agreement.
2017-11-14	Share Purchase Agreement executed.
2017-11-16	Completion of Share Purchase Agreement took place.
2018-07-02	Statement of Claim served.

7. Legal Issues

Breach of Contract
- Outcome: The court found no binding oral contract existed, therefore there was no breach.
- Category: Substantive
- Sub-Issues:
  - Existence of binding oral agreement
  - Enforceability of oral agreement
Agency
- Outcome: The court found that Mr. Meury had implied actual authority to facilitate a deal, but not to conclude a legally binding contract. The court also found that Mr. Meury did not have ostensible authority to enter any such contract.
- Category: Substantive
- Sub-Issues:
  - Actual authority
  - Implied authority
  - Ostensible authority
  - Ratification
  - Estoppel
Proper Law of Contract
- Outcome: The court determined that Singapore law was the proper law of the contract based on the implied intention of the parties.
- Category: Jurisdictional
Dishonest Assistance
- Outcome: The court found that the elements of dishonest assistance were not satisfied.
- Category: Substantive
Knowing Receipt
- Outcome: The court found that the elements of knowing receipt were not satisfied.
- Category: Substantive
Inducement of Breach of Contract
- Outcome: The court found that the elements of inducement of breach of contract were not satisfied.
- Category: Substantive

8. Remedies Sought

Specific Performance
Damages
Equitable Relief

9. Cause of Actions

Breach of Contract
Breach of Fiduciary Duty
Breach of Trust
Inducement of Breach of Contract
Knowing Receipt

10. Practice Areas

Commercial Litigation

11. Industries

Hospitality
Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
JIO Minerals FZC and others v Mineral Enterprises Ltd	Court of Appeal	Yes	[2011] SLR 391	Singapore	Cited for the three-stage approach to determine the governing law of a contract.
Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd	N/A	Yes	[1964] 2 QB 480	England and Wales	Cited for the definition of apparent or ostensible authority.
Hely-Hutchinson v Brayhead Ltd	N/A	Yes	[1968] 1 QB 549	England and Wales	Cited for the authority of an agent may be actual authority, either express or implied, or it may be ostensible.
Pegaso Servicios Administrativos SA de CV and another v DP Offshore Engineering Pte Ltd and another	High Court	Yes	[2019] SGHC 47	Singapore	Discusses whether the lex fori or the putative proper law test should apply in considering whether a contract has been formed.
Oceanic Sun Line Special Shipping Co Inc v Fay	N/A	Yes	[1988] 79 ALR 9	Australia	Cited regarding the application of the lex fori.
The Parouth	N/A	Yes	[1982] 2 Lloyd’s Rep 351	N/A	Cited regarding the application of the putative proper law test.
First Energy (UK) Ltd v Hungarian International Bank Ltd	N/A	Yes	[1993] 2 Lloyd’s Rep 194	England and Wales	Cited for the explanation of the correct legal approach to ostensible authority.
Norwest Holdings Pte Ltd (in liquidation) v Newport Mining Ltd and another	Court of Appeal	Yes	[2011] 4 SLR 617	Singapore	Cited for the applicable legal principles for determining whether a binding oral agreement was reached.
OCBC Capital Investment Asia Ltd v Wong Hua Choon	Court of Appeal	Yes	[2012] 4 SLR 1206	Singapore	Cited for the applicable legal principles for determining whether a binding oral agreement was reached.
Yona International Ltd and Heftsiba Overseas Works Ltd v La Reunion Francaise Societe Anonyme d’Assurances et de Reassurances and others	N/A	Yes	[1996] 2 Lloyd’s Rep 84	England and Wales	Cited for the principle that ratification can be inferred from silence or inactivity.
The Bunga Melati 5	Court of Appeal	Yes	[2016] 2 SLR 1114	Singapore	Cited for the relationship between estoppel and ostensible authority.
Ho Seek Yueng Novel v J&V Development Pte	N/A	Yes	[2006] 2 SLR(R) 742	Singapore	Cited for the interpretation of s 6(d) of the Civil Law Act.
Caltong (Australia) Pty Ltd (formerly known as Tong Tien See Holding (Australia) Pty Ltd) and another v Tong Tien See Construction Pte Ltd (in liquidation) and another appeal	N/A	Yes	[2002] 2 SLR(R) 94	Singapore	Cited for the elements of a claim for knowing receipt.
El Ajou v Dollar Land Holdings plc	N/A	Yes	[1994] 2 All ER 685	England and Wales	Cited for the elements of a claim for knowing receipt.
George Raymond Zage III and another v Ho Chi Kwong and another	N/A	Yes	[2010] 2 SLR 589	Singapore	Cited for the elements of a claim for knowing receipt and dishonest assistance.
Bank of Credit and Commerce International (Overseas) Ltd v Akindele	N/A	Yes	[2001] Ch 437	England and Wales	Cited for the elements of a claim for knowing receipt.
Tribune Investment Trust Inc v Soosan Trading Co Ltd	N/A	Yes	[2000] 2 SLR(R) 407	Singapore	Cited for the elements of a claim for inducement of breach of contract.
Papadimitriou v Credit Agricole Corpn and Investment Bank	N/A	Yes	[2015] 1 WLR 4265	England and Wales	Cited for the test for constructive knowledge.
OBG Ltd and another v Allan and others	N/A	Yes	[2008] 1 AC 1	England and Wales	Cited for the principle that a conscious decision not to inquire into the existence of a fact is equivalent to knowledge of that fact.
Guy Neale and others v Ku Da Ta SG Pte Ltd	Court of Appeal	Yes	[2015] 4 SLR 283	Singapore	Cited for the principle that once a party has been put on inquiry, the onus is on him to make reasonable inquiries.
Las Vegas Hilton Corp (trading as Las Vegas Hilton) v Khoo Teng Hock Sunny	N/A	Yes	[1996] 2 SLR(R) 549	Singapore	Cited regarding the three-stage test to determine the governing law of a contract.
Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal	N/A	Yes	[2008] 2 SLR(R) 491	Singapore	Cited regarding the three-stage test to determine the governing law of a contract.
Hong Leong Singapore Finance Ltd v United Overseas Bank Ltd	N/A	Yes	[2007] 1 SLR(R) 292	Singapore	Cited regarding the elements of estoppel.
United Overseas Bank Ltd v Bank of China	N/A	Yes	[2006] 1 SLR(R) 57	Singapore	Cited regarding the elements of estoppel.
Ng Chee Weng v Lim Jit Ming Bryan and another	N/A	Yes	[2012] 1 SLR 457	Singapore	Cited regarding inconsistent rights in the alternative.
Bligh v Brent	N/A	Yes	2 Y&C Ex 268	England and Wales	Cited for the distinction between the sale of shares and the sale of an interest in property.
Watson v Spratley	N/A	Yes	156 ER 424	England and Wales	Cited for the distinction between the sale of shares and the sale of an interest in property.
Ivey v Genting Casinos (UK) Ltd (trading as Crockfords Club)	N/A	Yes	[2017] 3 WLR 1212	England and Wales	Cited for the test for dishonesty.
Sinclair Investments (UK) Ltd v Versailles Trade Finance Ltd	N/A	Yes	[2011] Bus LR 1126	England and Wales	Cited for the principle that it is wrong for a person controlling a company to be ascribed with knowledge that he or she does not actually have.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Civil Law Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Villa
Andara Resort
Share Purchase Agreement
Oral Contract
Agency
Ostensible Authority
Ratification
Estoppel
Proper Law
Dishonest Assistance
Knowing Receipt
Inducement of Breach of Contract

15.2 Keywords

Breach of Contract
Agency
Villa
Singapore International Commercial Court
Oral Agreement
Andara Resort
Property Law

17. Areas of Law

Area Name	Relevance Score
Contract Law	85
Agency Law	75
Trust Law	70
Inducement of Breach of Contract	65
Fiduciary Duties	60
Misrepresentation	40
Evidence	30
Civil Procedure	25
Corporate Law	20

16. Subjects

Contract Law
Agency Law
Real Estate
Breach of Contract