Lew v Nargolwala: Agency, Contract Formation, Trusts & Conflict of Laws

In Lew v Nargolwala, the Court of Appeal of Singapore heard appeals regarding a dispute over the sale of shares in Querencia Limited, a company owning rights to Villa 29 in Phuket, Thailand. Solomon Lew claimed the Nargolwalas breached an oral agreement to sell him the shares, while the Nargolwalas argued they sold the shares to Quo Vadis Investments Limited. The court dismissed Lew's appeal, finding no binding agreement existed. The Nargolwalas' appeal regarding costs related to the applicability of Thai law was allowed.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding the sale of shares in a company owning rights to a villa. The court addressed contract formation, agency, and conflict of laws.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Christian Alfred LarpinRespondentIndividualClaims DismissedWon
Quo Vadis Investments LimitedRespondentCorporationClaims DismissedWon
Kaikhushru Shiavax NargolwalaRespondent, AppellantIndividualAppeal AllowedWon
Aparna NargolwalaRespondent, AppellantIndividualAppeal AllowedWon
Solomon LewAppellant, RespondentIndividualAppeal DismissedLost
Querencia LimitedRespondentCorporationClaims DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeNo
Andrew Phang Boon LeongJustice of the Court of AppealNo
Lord Jonathan Hugh ManceInternational JudgeYes

4. Counsels

Counsel NameOrganization
Christopher Anand s/o DanielAdvocatus Law LLP
Harjean KaurAdvocatus Law LLP
Keith Valentine Lee Jia JinAdvocatus Law LLP
Edmond Lim Tian ZhongAllen & Gledhill LLP
Ramesh Kumar s/o RamasamyAllen & Gledhill LLP
Lim Min Li AmandaAllen & Gledhill LLP
Tan Shu-Ning AlyssaAllen & Gledhill LLP
Lee Chia MingDentons Rodyk & Davidson LLP
Philip Antony JeyaretnamDentons Rodyk & Davidson LLP
Lee Jiemin NicoletteDentons Rodyk & Davidson LLP
Hannah Alysha Binte Mohamed AshiqTSMP Law Corporation
Chua Han Yuan KennethTSMP Law Corporation

4. Facts

  1. Mr. Lew offered to buy shares in Querencia, which owned rights to Villa 29.
  2. Mr. Meury, the resort's general manager, acted as an intermediary.
  3. Mr. Lew believed Mr. Meury conveyed the Nargolwalas' acceptance of his offer.
  4. The Nargolwalas denied agreeing to sell the shares to Mr. Lew.
  5. The Nargolwalas sold the shares to Quo Vadis Investments Limited.
  6. Mr. Lew claimed breach of contract and fiduciary duty.
  7. The trial judge found no binding agreement between Mr. Lew and the Nargolwalas.

5. Formal Citations

  1. Lew, Solomon v Kaikhushru Shiavax Nargolwala and others, , [2021] SGCA(I) 1
  2. Solomon Lew v Kaikhushru Shiavax Nargolwala, Civil Appeal No 38 of 2020, Civil Appeal No 38 of 2020
  3. Kaikhushru Shiavax Nargolwala v Solomon Lew, Civil Appeal No 126 of 2020, Civil Appeal No 126 of 2020
  4. Solomon Lew v Kaikhushru Shiavax Nargolwala, SIC Suit No 2 of 2019, SIC Suit No 2 of 2019

6. Timeline

DateEvent
Villa 29 built in Andara Resort, Phuket, Thailand.
Nargolwalas purchased another villa and put Villa 29 up for rental and sale.
Mr. Lew and his future wife stayed in Villa 29.
Mr. Lew learned Villa 29 was owned by a BVI company during discussions with Mr. Meury.
Mr. Lew made an offer of USD 5 million for Villa 29.
Mr. Lew booked Villa 29 for a further four nights from 8 October 2017.
Mr. Meury informed Mr. Nargolwala that the Australian potential buyer has booked Villa 29.
Mr. Lew made an offer of USD 5,250,000 for the shares in Querencia Limited.
Mr. Nargolwala telephoned Mr. Meury and made four points.
Mr. Stephen Kenmar approached Siam Law.
Mr. Larpin was shown Villa 29 through an independent estate agent.
Mr. Meury emailed Mr. Nargolwala, saying that Mr. Lew was ready to settle.
Mr. Meury spoke to Mrs. Nargolwala, who informed him that the Nargolwalas were no longer interested in dealing with Mr. Lew.
Mr. Anurag Ramanat informed Mr. Lew’s Thai lawyers that he had been instructed to put the matter on hold.
Mr. Lew contacted Mr. Nargolwala directly by email. The SPA was signed by the Nargolwalas with Mr. Larpin.
Share transfer completed.
Judgment reserved.
Judgment delivered.

7. Legal Issues

  1. Formation of Contract
    • Outcome: The court held that no binding agreement had been reached between Mr. Lew and the Nargolwalas.
    • Category: Substantive
  2. Agent's Authority
    • Outcome: The court held that Mr. Meury did not have the authority to bind the Nargolwalas to a contract with Mr. Lew.
    • Category: Substantive
  3. Conflict of Laws
    • Outcome: The court determined that Singapore law governed the issue of whether a binding agreement had been reached.
    • Category: Jurisdictional
  4. Accessory Liability
    • Outcome: The court held that Querencia Limited was not liable for dishonestly assisting in any breach of fiduciary duty.
    • Category: Substantive
  5. Costs
    • Outcome: The court allowed the Nargolwalas' appeal against the judge's order that they bear and pay the costs of the Thai law issue.
    • Category: Procedural

8. Remedies Sought

  1. Damages
  2. Specific Performance

9. Cause of Actions

  • Breach of Contract
  • Breach of Fiduciary Duty
  • Inducing Breach of Contract
  • Dishonest Assistance

10. Practice Areas

  • Commercial Litigation
  • Private International Law

11. Industries

  • Hospitality
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
China Coal Solution (Singapore) Pte Ltd v Avra Commodities Pte LtdSingapore Court of AppealYes[2020] 2 SLR 984SingaporeCited for the principle that utmost attention has to be paid to the facts when determining whether a binding contract has come into existence.
OCBC Capital Investment Asia Ltd v Wong Hua ChoonSingapore High CourtYes[2012] 4 SLR 1206SingaporeCited for the principle that documentary evidence is the first port of call in determining the existence of an alleged contract.
Lew, Solomon v Kaikhushru Shiavax Nargolwala and othersSingapore High CourtNo[2020] 3 SLR 61SingaporeThe judgment under appeal.
Simpson Marine (SEA) Pte Ltd v Jiacipto JiaravanonSingapore Court of AppealYes[2019] 1 SLR 696SingaporeCited for the principle that an appellate court will be slow to interfere with a finding of fact made by a trial judge on the basis of oral evidence.
Air Studios (Lyndhurst) Ltd T/A Entertainment Group v Lombard North Central PlcEnglish High CourtYes[2012] EWHC 3162 (QB)England and WalesCited for the principle that parties can conclude a simple form of contract while intending later to reduce their contract to writing.
Bear Stearns Bank Plc v Forum Global Equity LtdEnglish High CourtYes[2007] EWHC 1576 (Comm)England and WalesCited for the principle that parties can conclude a simple form of contract while intending later to reduce their contract to writing.
Alphire Group Pte Ltd v Law Chau Loon and another matterSingapore Court of AppealYes[2020] SGCA 50SingaporeCited for the principle that the scope of an agent’s implied authority depends on the circumstances of each case.
Singapore Salvage Engineers Pte Ltd v North Sea Drilling Singapore Pte LtdSingapore High CourtYes[2016] SGHC 5SingaporeCited for the principle that implied authority is usually necessary to enable the agent to effectively perform the task for which the agent had been appointed.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another appealSingapore Court of AppealYes[2011] 3 SLR 540SingaporeCited for the principle that an agent with authority to make general representations does not necessarily have authority to make specific representations about the principal's approval of a transaction.
Freeman & Lockyer v Buckhurst Park Properties (Mangal) LtdQueen's BenchYes[1964] 2 QB 480England and WalesCited for the definition of apparent or ostensible authority.
First Energy (UK) Ltd v Hungarian International Bank LtdEngland and Wales Court of AppealYes[1993] 2 Lloyd’s Rep 194England and WalesCited for the principle that a plea of apparent authority can only be based on a holding out by the principal.
The “Bunga Melati 5”Singapore Court of AppealYes[2016] 2 SLR 1114SingaporeCited for the concept of unconscionability underpinning both the doctrine of ostensible authority and estoppel by representation generally.
A Nesbitt & Co Ltd v McClureEngland and Wales High CourtNo[1971] Lexis Citation 22England and WalesCited regarding the circumstances where a principal can be held to have represented that an agent had authority to act on their behalf.
JES International Holdings Ltd v Yang ShushanSingapore High CourtYes[2016] 3 SLR 193SingaporeCited regarding the circumstances where a principal can be held to have represented that an agent had authority to act on their behalf.
Spooner v BrowningQueen's BenchNo[1898] 1 QB 528England and WalesCited regarding the principle that a mere messenger or intermediary cannot confer on himself additional authority to enter into an otherwise unauthorised contract on his employers’ behalf.
Marme Inversiones 2007 SL v NatWest Markets Plc and othersEngland and Wales High CourtNo[2019] EWHC 366 (Comm)England and WalesCited regarding the principle that a mere messenger or intermediary cannot confer on himself additional authority to enter into an otherwise unauthorised contract on his employers’ behalf.
Sinclair Investments (UK) Ltd v Versailles Trade Finance LtdEngland and Wales Court of AppealYes[2011] Bus LR 1126England and WalesCited for the general rule that it is wrong for a person controlling a company to be ascribed with knowledge that he or she does not actually have unless as a matter of principle or policy such a person should be treated as knowing something that they did not.
El Ajou v Dollar Land Holdings PlcEngland and Wales Court of AppealNo[1994] 2 All ER 685England and WalesCited for the exception to the general rule regarding the attribution of knowledge to a company, where there is a justifiable policy reason for an exception to the general rule.
JIO Minerals FZC and others v Mineral Enterprises LtdSingapore Court of AppealYes[2011] 1 SLR 391SingaporeCited for the three-stage approach to identifying the governing law of a contract.
Pegaso Servicios Administrativos SA de CV and another v DP Offshore Engineering Pte Ltd and anotherSingapore High CourtYes[2019] SGHC 47SingaporeCited regarding the application of the lex fori in cases where one party denies the existence of any agreement.
Oceanic Sun Line Special Shipping Co Inc v FayHigh Court of AustraliaNo[1988] 79 ALR 9AustraliaCited regarding the application of the lex fori.
Compania Naviera Micro SA v Shipley International Inc (The Parouth)England and Wales Court of AppealNo[1982] 2 Lloyd’s Rep 351England and WalesCited as authority in favour of the use of the “putative proper law” to determine whether a concluded contract has come into existence.
Armar Shipping Co Ltd v Caisse Algerienne d’Assurance et de ReassuranceEngland and Wales Court of AppealYes[1981] 1 WLR 207England and WalesCited for the principle that any contract must have a proper law from its inception.
Tan Swee Wan and another v Johnny Lian Tian YongSingapore High CourtYes[2018] SGHC 169SingaporeCited for the principle that it takes two to agree to contract.
Senda International Capital Ltd v Kiri Industries Ltd and othersSingapore Court of AppealYes[2020] 2 SLR 1SingaporeCited for the principle that costs should generally follow the event.
Tullio Planeta v Maoro Andrea GSingapore High CourtYes[1994] 2 SLR(R) 501SingaporeCited for the principle that an appellate court will not lightly interfere with a judge’s discretionary decision as to the appropriate costs order.
CIMB Bank Bhd v Dresdner Kleinwort LtdSingapore Court of AppealYes[2008] 4 SLR(R) 543SingaporeCited for the principle that a dispute as to the existence or the validity of the contract would be construed in accordance with the law that governs that contract as if the contract were valid.
Mount Albert Borough Council v Australasian Temperance and General Mutual Life Assurance Society LtdPrivy CouncilYes[1938] AC 224United KingdomCited for the principle that the Court has to impute an intention or to determine for the parties what is the proper law which, as just and reasonable persons, they ought or would have intended if they had thought about the question when they made the contract.
Whitworth Street Estates (Manchester) Ltd v James Miller and Partners LtdHouse of LordsYes[1970] AC 583United KingdomCited for the exercise of identifying the law with the objectively closest connection to a concluded contract, in the absence of any express or inferred choice by the parties.
Compagnie Tunisienne de Navigation SA v Compagnie d'Armement Maritime SAHouse of LordsYes[1971] AC 572United KingdomCited for the exercise of identifying the law with the objectively closest connection to a concluded contract, in the absence of any express or inferred choice by the parties.
Amin Rasheed Shipping Corp v Kuwait Insurance CoHouse of LordsYes[1984] AC 50United KingdomCited for the exercise of identifying the law with the objectively closest connection to a concluded contract, in the absence of any express or inferred choice by the parties.

13. Applicable Rules

Rule Name
O 110 r 46(1), Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
Section 366 of the Thai Civil and Commercial CodeThailand

15. Key Terms and Keywords

15.1 Key Terms

  • Villa 29
  • Querencia Limited
  • Andara Resort
  • Share Purchase Agreement
  • Oral Agreement
  • Agency
  • Ostensible Authority
  • Ratification
  • Conflict of Laws
  • Lex Fori

15.2 Keywords

  • contract formation
  • agency
  • conflict of laws
  • share sale
  • villa
  • thailand
  • singapore

17. Areas of Law

Area NameRelevance Score
Contract Law85
Agency Law75
Conflict of Laws70
Civil Procedure65
Trust Law60
Costs50

16. Subjects

  • Contract Law
  • Agency Law
  • Conflict of Laws
  • Trusts Law
  • Civil Procedure
  • Real Estate
  • Share Sales