Meow Moy Lan v Exklusiv Resorts: Breach of Contract, Misrepresentation & Club Relocation Dispute

Meow Moy Lan, Phua Seng Hua, and Lim Seng Hoo, representing 167 members of The Pines social club, sued Exklusiv Resorts Pte Ltd and Peter Kwee in the General Division of the High Court of Singapore on 30 June 2021, alleging breach of contract, deceit, and misrepresentation related to the club's relocation from 30 Stevens Road to Laguna National Golf & Country Club. The court found Exklusiv liable for breach of contract due to amendments to club rules but awarded only nominal damages of $1,500 per plaintiff, as no actual loss was proven.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Plaintiffs' claims for deceit, negligent misrepresentation, and negligence dismissed. Exklusiv is liable for breach of contract, but plaintiffs awarded only nominal damages.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Members sue Exklusiv Resorts over relocation of The Pines social club, alleging breach of contract, deceit, and misrepresentation. Court finds breach of contract but awards nominal damages.

1.7 Decision Date

29 June 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Phua Seng Hua	Plaintiff	Individual	Claims for deceit, negligent misrepresentation, and negligence dismissed; breach of contract found but awarded only nominal damages	Partial	Lau Kah Hee of BC Lim & Lau LLC Fikri Yeong of BC Lim & Lau LLC
Meow Moy Lan	Plaintiff	Individual	Claims for deceit, negligent misrepresentation, and negligence dismissed; breach of contract found but awarded only nominal damages	Partial	Lau Kah Hee of BC Lim & Lau LLC Fikri Yeong of BC Lim & Lau LLC
Lim Seng Hoo	Plaintiff	Individual	Claims for deceit, negligent misrepresentation, and negligence dismissed; breach of contract found but awarded only nominal damages	Partial	Lau Kah Hee of BC Lim & Lau LLC Fikri Yeong of BC Lim & Lau LLC
Peter Kwee Seng Chio	Defendant	Individual	Claims dismissed	Won	Vikram Nair of Rajah & Tann Singapore LLP Foo Xian Fong of Rajah & Tann Singapore LLP
Exklusiv Resorts Pte Ltd	Defendant	Corporation	Claims for deceit, negligent misrepresentation, and negligence dismissed; liable for breach of contract but only nominal damages awarded	Partial	Vikram Nair of Rajah & Tann Singapore LLP Foo Xian Fong of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Chua Lee Ming	Judge	Yes

4. Counsels

Counsel Name	Organization
Lau Kah Hee	BC Lim & Lau LLC
Fikri Yeong	BC Lim & Lau LLC
Vikram Nair	Rajah & Tann Singapore LLP
Foo Xian Fong	Rajah & Tann Singapore LLP

4. Facts

The Pines, a social club, relocated from 30 Stevens Road to Laguna National Golf & Country Club.
Plaintiffs, members of The Pines, sued Exklusiv Resorts and Peter Kwee over the relocation.
Exklusiv Resorts amended the club's rules to allow for relocation.
The club's original location at 30 Stevens Road was redeveloped into hotels.
Plaintiffs alleged deceit, negligence, misrepresentation, and breach of contract.
The club is a proprietary club owned by Exklusiv Resorts.
Exklusiv Resorts suffered net losses operating the Club from 2003 to 2012.

5. Formal Citations

Meow Moy Lan and others v Exklusiv Resorts Pte Ltd and another, Suit No 756 of 2019, [2021] SGHC 155

6. Timeline

Date	Event
1981-01-01	City Country Club launched at 30 Stevens Road.
1983-01-01	Pinetree Resort Pte Ltd bought 30 Stevens Road and renamed the club The Pinetree Town and Country Club.
2000-01-12	Group Exklusiv Pte Ltd incorporated.
2001-04-20	Laguna Golf Resort Holding Pte Ltd incorporated.
2002-01-01	Pinetree Resort placed under receivership.
2002-07-29	Exklusiv Resorts Pte Ltd incorporated.
2002-10-01	Exklusiv invited Pinetree Club members to join The Pines as Individual Founder Members.
2003-01-01	The Pines commenced operations.
2010-01-01	Peter Kwee started discussions to explore solutions to the Club’s loss-making position.
2011-06-01	Exklusiv engaged AM Architects Pte Ltd to draw up plans for the redevelopment of 30SR.
2011-08-01	AM Architects submitted an application to URA for the redevelopment of 30SR.
2011-09-23	URA informed AM Architects of its planning conditions for the proposed development.
2012-03-21	AM Architects made a resubmission to URA for the redevelopment of 30SR.
2012-04-19	URA issued its 1st Written Direction to AM Architects.
2012-08-07	Exklusiv informed the Club’s members of plans to redevelop 30SR.
2012-08-21	Dialogue session held with Club members regarding the redevelopment plans.
2012-10-22	AM Architects made a resubmission to URA for the redevelopment of 30SR.
2012-12-07	URA issued a 2nd Written Direction.
2013-01-21	AM Architects submitted an application to URA for the redevelopment of 30SR.
2013-02-27	URA granted provisional permission for the redevelopment of 30SR.
2013-03-14	Exklusiv informed the Club’s members of the decision to redevelop 30SR.
2013-03-15	Exklusiv granted Oxley Gem Pte Ltd an option to purchase 30SR.
2013-03-24	The Straits Times reported Exklusiv’s sale of 30SR to Oxley Gem.
2013-05-29	Oxley Gem exercised the Option to purchase 30SR.
2013-07-17	Exklusiv and Oxley Gem completed the sale and purchase of 30SR.
2013-09-13	Exklusiv informed the Club’s members that the Club would cease operations on 1 November 2013.
2013-11-01	The Pines ceased operations at 30 Stevens Road.
2014-01-14	Exklusiv informed the Club’s members that it had completed the handover of the Club to Oxley Gem.
2016-03-28	Exklusiv issued a notice of its intention to amend rules 3c, 4 and 30a of its Rules and Regulations.
2016-04-12	Amendments to rules 3c, 4 and 30a took effect.
2017-10-27	Exklusiv informed the Club’s members of the decision to relocate the Club to the Laguna Club’s premises.
2018-01-10	Exklusiv updated the Club’s members on their benefits at the Laguna Club and the Dusit Thani.
2020-07-29	Temporary occupation permit issued for Dusit Thani.
2020-10-15	Exklusiv informed the Club’s members that the Club would be resuming operations at the Laguna Club’s premises in December 2020.
2020-10-16	Exklusiv and Oxley Gem entered into a tenancy agreement for a three-year lease of the first floor of the building on 30SR.
2020-11-17	Peter Kwee’s 2nd Supplemental Affidavit of Evidence-in-Chief sworn.
2020-11-24	Trial began.
2020-12-04	Trial concluded.
2020-12-01	Trial date.
2020-12-04	Trial date.
2020-12-01	Trial date.
2021-06-30	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: Court found Exklusiv liable for breach of contract due to amendments to club rules that violated implied terms.
- Category: Substantive
- Sub-Issues:
  - Breach of implied terms
  - Validity of amendments to contract terms
Misrepresentation
- Outcome: Court dismissed claims of deceit and negligent misrepresentation.
- Category: Substantive
- Sub-Issues:
  - Fraudulent misrepresentation
  - Negligent misrepresentation
Negligence
- Outcome: Court dismissed claims of negligence.
- Category: Substantive
- Sub-Issues:
  - Duty of care
  - Breach of duty of care
Implied Terms
- Outcome: Court found that the implied term that the club should be located in a central area of Singapore was breached.
- Category: Substantive
- Sub-Issues:
  - Business efficacy
  - Reasonableness
Unfair Contract Terms Act
- Outcome: Court found that the amended rules 3c and 4 would not satisfy the requirement of reasonableness under the UCTA.
- Category: Substantive
- Sub-Issues:
  - Reasonableness of contract terms
  - Consumer protection

8. Remedies Sought

Declaration that amendments to rules are invalid
Specific performance of Membership Contracts
Procurement of memberships in equivalent clubs
Compensation equivalent to the value of use of 30SR
Damages to be assessed
Account of profits

9. Cause of Actions

Breach of Contract
Deceit
Negligence
Negligent Misrepresentation

10. Practice Areas

Commercial Litigation
Contract Disputes
Misrepresentation

11. Industries

Hospitality
Recreation

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ernest Ferdinand Perez De La Sala v Compania De Navegacion Palomar, SA and other and other appeals	Court of Appeal	Yes	[2018] 1 SLR 894	Singapore	Cited for the essential elements of the tort of deceit.
Panatron Pte Ltd and another v Lee Cheow Lee and another	Court of Appeal	Yes	[2001] 2 SLR(R) 435	Singapore	Cited for the essential elements of the tort of deceit.
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 tests to imply a term in a contract.
Tan Chin Seng and others v Raffles Town Club Pte Ltd	Court of Appeal	Yes	[2003] 3 SLR(R) 307	Singapore	Cited for the principle that discretionary power must be exercised in furtherance of its object.
MGA International Pte Ltd v Wajilam Exports (Singapore) Pte Ltd	High Court	Yes	[2010] SGHC 319	Singapore	Cited for the principle that a contractual discretion should be exercised fairly and rationally.
Socimer Bank Ltd v Standard Bank Ltd	English High Court	Yes	[2008] 1 Lloyd’s Rep 558	England	Cited for the principle that a discretion should be exercised in good faith and not arbitrarily, capriciously or irrationally.
Ng Giap Hon v Westcomb Securities Pte Ltd and others	Court of Appeal	Yes	[2009] 3 SLR(R) 518	Singapore	Cited for the principle that an entire agreement clause does not necessarily preclude the implication of terms.
Exxonmobil Sales and Supply Corp v Texaco Ltd	English High Court	Yes	[2004] 1 All ER (Comm) 435	England	Cited for the principle that an implied term may not be excluded by an entire agreement clause if it is necessary to make the express terms work.
Raffles Town Club Pte Ltd v Tan Chin Seng and others	Court of Appeal	Yes	[2005] 4 SLR(R) 351	Singapore	Cited for the principle that damages for breach of contract are to compensate the claimant for the loss suffered.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency	Court of Appeal	Yes	[2007] 4 SLR(R) 100	Singapore	Cited for the test to determine the imposition of a duty of care.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Unfair Contracts and Terms Act (Cap 396, 1994 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Relocation
Proprietary club
Membership Contract
Confirmed Redevelopment
Proposed Redevelopment
Rules and Regulations
Implied Terms
Central area of Singapore
Going concern
URA

15.2 Keywords

breach of contract
misrepresentation
club relocation
social club
membership rights
unfair contract terms act
negligence
deceit

17. Areas of Law

Area Name	Relevance Score
Breach of Contract	75
Contract Law	70
Contractual terms	65
Misrepresentation	60
Implied Terms	55
Fraud and Deceit	50
Unfair Contract Terms Act	45
Negligence	40
Remedies	30
Damages	25
Specific performance	20

16. Subjects

Contract Law
Tort Law
Club Membership
Proprietary Clubs