Fuji Xerox v Mazzy Creations: Misrepresentation, Contract Rescission & Rental Arrears
Fuji Xerox Singapore Pte Ltd sued Mazzy Creations Pte Ltd, Alice Chua Tien Jin, and Chua Koon Kian in the General Division of the High Court of Singapore, Suit No 549 of 2019, for arrears of rental and other charges under three agreements, as well as for goods sold and delivered. The defendants counterclaimed for rescission of these agreements and damages for misrepresentation, and Mazzy Creations counterclaimed for printing charges. The court found no misrepresentation and allowed Fuji Xerox's claim, awarding damages and interest, while dismissing the defendants' counterclaims. The judges was Tan Siong Thye J.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Fuji Xerox sues Mazzy Creations for rental arrears; Mazzy counterclaims misrepresentation and rescission. Court finds no misrepresentation, awards Fuji Xerox damages.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Fuji Xerox Singapore Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Chang Yen Ping Ian |
| Mazzy Creations Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Lost | Bernard Sahagar s/o Tanggavelu |
| Alice Chua Tien Jin | Defendant | Individual | Claim Allowed | Lost | Bernard Sahagar s/o Tanggavelu |
| Chua Koon Kian | Defendant | Individual | Claim Allowed | Lost | Bernard Sahagar s/o Tanggavelu |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Siong Thye | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chang Yen Ping Ian | Averex Law Corporation |
| Bernard Sahagar s/o Tanggavelu | Lee Bon Leong & Co |
4. Facts
- Fuji Xerox sued Mazzy Creations for unpaid rental arrears and other charges under three agreements.
- The defendants counterclaimed for rescission and damages, alleging misrepresentation by Fuji Xerox.
- Mazzy Creations claimed that Fuji Xerox misrepresented the rental amount and the eligibility for PIC scheme claims.
- The 2015 Rental Agreement included a rollover of liabilities from a previous 2012 agreement.
- Fuji Xerox did not disclose the rollover amount in the 2015 Rental Agreement.
- Mazzy Creations submitted PIC Claims to IRAS based on Fuji Xerox's invoices.
- IRAS later sought to claw back cash payouts due to the inclusion of rollovers in the PIC Claims.
5. Formal Citations
- Fuji Xerox Singapore Pte Ltd v Mazzy Creations Pte Ltd and others, Suit No 549 of 2019, [2021] SGHC 193
6. Timeline
| Date | Event |
|---|---|
| Rental Agreement L00023828 commenced | |
| Fuji Xerox and Mazzy Creations entered into three agreements | |
| Ms Chua and Mr Chua executed a guarantee and indemnity | |
| Fuji Xerox issued invoices to Mazzy Creations | |
| Fuji Xerox offered to reduce Mazzy Creations’ outstanding payments by $36,202 | |
| Fuji Xerox issued invoices to Mazzy Creations | |
| Writ issued | |
| Ms Chua wrote a letter to IRAS | |
| IRAS informed Mazzy Creations that it would have to claw back all the cash payouts | |
| Trial began | |
| Trial concluded | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Misrepresentation
- Outcome: The court found that the defendants failed to establish any actionable misrepresentations made by Fuji Xerox.
- Category: Substantive
- Sub-Issues:
- Silence as misrepresentation
- Fraudulent misrepresentation
- Misrepresentation by non-disclosure
- Reliance on misrepresentation
- Breach of Contract
- Outcome: The court found that Mazzy Creations defaulted in the payment of rental arrears under the 2015 Agreements.
- Category: Substantive
- Rescission
- Outcome: The court found that the defendants were not entitled to rescission of the 2015 Agreements.
- Category: Substantive
- Sub-Issues:
- Affirmation of contract
- Mitigation of Loss
- Outcome: The court found that Fuji Xerox did not fail to take reasonable steps to mitigate its losses.
- Category: Substantive
- Set-off
- Outcome: The court found that Fuji Xerox had validly set off a sum of $83,950.06 against the charges which it owed Mazzy Creations for printing services.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Rescission of Contract
- Declaration that the 2015 Agreements have been validly rescinded
9. Cause of Actions
- Breach of Contract
- Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- Printing
- Office Equipment Rental
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lim Koon Park and another v Yap Jin Meng Bryan and another | High Court | Yes | [2013] 4 SLR 150 | Singapore | Cited for the principle that to establish an operative misrepresentation, there must be a false statement of existing or past fact. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the five elements that must be proved where fraudulent misrepresentation is alleged. |
| Ma Hongjin v Sim Eng Tong | High Court | Yes | [2021] SGHC 84 | Singapore | Cited for the five elements that must be proved where fraudulent misrepresentation is alleged. |
| Trans-World (Aluminium) Ltd v Cornelder China (Singapore) | High Court | Yes | [2003] 3 SLR(R) 501 | Singapore | Cited for the principle that the defendants bear the burden of establishing all five elements of fraudulent misrepresentation. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another | Court of Appeal | Yes | [2013] 3 SLR 801 | Singapore | Cited for the principle that a relatively high standard of proof must be satisfied before a fraudulent misrepresentation can be established. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the principle that cogent evidence is required before a court will be satisfied that fraud is established. |
| Broadley Construction Pte Ltd v Alacran Design Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 110 | Singapore | Cited for the principle that silence is rarely considered sufficient to amount to a representation. |
| Hong Leong Singapore Finance Ltd v United Overseas Bank Ltd | Court of Appeal | Yes | [2007] 1 SLR(R) 292 | Singapore | Cited for the principle that a duty to disclose may arise out of the relationship of the parties and/or other circumstances in which the silence is maintained. |
| Beyonics Asia Pacific Ltd and others v Goh Chan Peng and another | Court of Appeal | Yes | [2020] 4 SLR 215 | Singapore | Cited for the principle that silence should be assessed by reference to how a reasonable person would view the silence in the circumstances. |
| Tradewaves Ltd and others v Standard Chartered Bank and another suit | High Court | Yes | [2017] SGHC 93 | Singapore | Cited for the principle that where the representation is ambiguous, the representee must show in which of the possible senses he understood the ambiguous representation at the time it was made, and that the representation was false in that sense. |
| Goldrich Venture Pte Ltd and another v Halcyon Offshore Pte Ltd | Court of Appeal | Yes | [2015] 3 SLR 990 | Singapore | Cited for the principle that the specific sense in which the representee understood the ambiguous representation must be pleaded by him. |
| JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others | Court of Appeal | Yes | [2020] 2 SLR 1256 | Singapore | Cited for the principle that allegations of fraud or misrepresentation must be pleaded with “utmost particularity”. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited for the principle that pleadings serve the important function of giving the other party fair notice of the case which has to be met. |
| EA Apartments Pte Ltd v Tan Bek and others | High Court | Yes | [2017] 3 SLR 559 | Singapore | Cited for the principle that the party alleging misrepresentation must plead a positive representation of fact and cannot merely allege concealment and suppression of relevant information. |
| Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matter | Court of Appeal | Yes | [2020] 1 SLR 606 | Singapore | Cited for the principle that the entire spirit underlying the regime of pleadings is that each party is aware of the respective arguments against it and that neither is therefore taken by surprise. |
| Loh Sze Ti Terence Peter v Gay Choon Ing | High Court | Yes | [2008] SGHC 31 | Singapore | Cited for the principle that the relationship between the defendants and Fuji Xerox in the present case is far from analogous to contracts uberrimae fidei (utmost good faith). |
| Hai Jiao 1306 Ltd and others v Yaw Chee Siew | Court of Appeal | Yes | [2020] 5 SLR 21 | Singapore | Cited for the principle that a statement of fact must be sufficiently unambiguous to constitute a potentially actionable misrepresentation. |
| Derry v Peek | House of Lords | Yes | (1889) 14 App Cas 337 | United Kingdom | Cited for the principle that to establish fraud, the defendants must prove that false representations were made knowingly; without belief in their truth; or recklessly, with the representor being careless whether they were true or false. |
| Zuraimi bin Mohamed Dahlan and another v Zulkarnine B Hafiz and another | High Court | Yes | [2020] SGHC 219 | Singapore | Cited for the principle that the defendants have simply asserted in their pleadings that Mr Lim made the representations fraudulently, without providing any particulars or facts to support or substantiate their assertion of dishonesty. |
| 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 s 2(1) of the Misrepresentation Act (which provides for damages for non-fraudulent misrepresentations) “only alters the law as to the reliefs to be granted for a non-fraudulent misrepresentation but not as to what constitutes an actionable misrepresentation”. |
| Strait Colonies Pte Ltd v SMRT Alpha Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 441 | Singapore | Cited for the principle that the defendants’ conduct demonstrated a “clear and unequivocal election to affirm” the 2015 Rental Agreement which was binding upon them. |
| Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd | Court of Appeal | Yes | [2016] 2 SLR 1056 | Singapore | Cited for the principle that a plaintiff must take all reasonable steps to mitigate the loss it suffered as a result of a defendant’s breach of contract. |
| Wong Sung Boon v Fuji Xerox Singapore Pte Ltd and another | High Court | No | [2021] SGHC 24 | Singapore | Cited to show the ownership structure of Fuji Xerox. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 18 r 12(1)(a) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Rollover
- PIC Scheme
- Misrepresentation
- Rental Agreement
- Guarantee
- Indemnity
- Set-off
- Mitigation of Loss
15.2 Keywords
- Misrepresentation
- Contract
- Rescission
- Rental Arrears
- PIC Scheme
- Singapore
- Fuji Xerox
- Mazzy Creations
16. Subjects
- Contract Law
- Misrepresentation
- Civil Procedure
17. Areas of Law
- Contract Law
- Civil Procedure
- Misrepresentation
- Credit and Security
- Debt and Recovery