Solution Aircon v Ng Soh Peng: Breach of Contract over Racking Systems Purchase Agreement

In Solution Aircon & Engrg Pte Ltd v Ng Soh Peng Ivy, the General Division of the High Court of Singapore heard a breach of contract claim by Solution Aircon & Engrg Pte Ltd against Ivy Ng Soh Peng. The dispute arose from an alleged agreement where Ng would purchase racking systems from Solution Aircon for S$300,000 after Solution Aircon purchased property units from Ng. The court, presided over by Lee Seiu Kin J, found the agreement to be a valid contract and ruled in favor of Solution Aircon, awarding damages of S$300,000.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Solution Aircon sued Ivy Ng for breach of contract regarding a racking systems purchase agreement. The court found the agreement valid and ruled in favor of Solution Aircon.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Solution Aircon & Engrg Pte LtdPlaintiffCorporationJudgment for PlaintiffWonGoh Peck San
Ivy Ng Soh PengDefendantIndividualClaim DismissedLostVijai Dharamdas Parwani, Lim Shu Yi

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Goh Peck SanP S Goh & Co
Vijai Dharamdas ParwaniParwani Law LLC
Lim Shu YiParwani Law LLC

4. Facts

  1. Solution Aircon agreed to purchase two commercial property units from Ivy Ng.
  2. Ng allegedly agreed to purchase the racking systems in the units from Solution Aircon for S$300,000 after the property sale.
  3. This arrangement was allegedly to give Solution Aircon a discount on the units' purchase price.
  4. Ng issued five post-dated cheques to Solution Aircon totaling S$300,000.
  5. The cheques were dishonored.
  6. Ng removed the racking systems after the property sale completion.
  7. Solution Aircon sued Ng for breach of contract when she failed to pay the S$300,000.

5. Formal Citations

  1. Solution Aircon & Engrg Pte Ltd v Ng Soh Peng Ivy, Suit No 1123 of 2019, [2021] SGHC 223

6. Timeline

DateEvent
Ng and the defendant began discussing the sale of the Units to the plaintiff
The defendant issued two options to purchase to the plaintiff
Expiry date of the Options
The defendant suggested that Ng should exercise the Options at the original Purchase Price
Ng wanted the defendant to reduce the Alleged Agreement into writing
Ng exercised the Options on behalf of the plaintiff
The defendant offered to sell Ng the Racking Systems at S$30,000
Completion for the sale and purchase of both Units was originally fixed
Completion for the sale and purchase of both Units was postponed
The defendant rented unit #01-02 from the plaintiff
Racking Systems in unit #01-03 was removed
Date of POSB cheque number 853849
Date of POSB cheque number 863850
Date of POSB cheque number 863852
Date of UOB cheque number 545363
Date of POSB cheque number 863853
The defendant issued a cheque dated 31 October 2019 (OCBC cheque number 657227) to the plaintiff for the rental of unit #01-02 for October
The defendant rented unit #01-02 from the plaintiff to early December 2019
Racking Systems in unit #01-02 was removed
Writ was filed
Transcript date
Hearing date
Hearing date
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the defendant was in breach of contract for failing to pay the plaintiff S$300,000 for the racking systems.
    • Category: Substantive
  2. Validity of Collateral Contract
    • Outcome: The court held that the alleged agreement was a valid contract.
    • Category: Substantive
  3. Sham Agreement
    • Outcome: The court found that the alleged agreement was not a sham agreement.
    • Category: Substantive

8. Remedies Sought

  1. Specific Performance
  2. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Galaxy Imperial Pte Ltd v NS Engineering Pte LtdSingapore District CourtYes[2016] SGDC 334SingaporeCited regarding the principle that parties to the collateral agreement and the principal agreement must be the same.
Hiap Huat Pottery (S) Pte Ltd v TV Media Pte LtdCourt of AppealYes[1998] 3 SLR(R) 734SingaporeCited for the principle of law on collateral contracts and that a collateral contract may be between a third party and one of the parties to the main contract.
Ang Sin Hock v Khoo Eng LimCourt of AppealYes[2010] 3 SLR 179SingaporeCited to express doubt on the position that a collateral contract could not exist without a pre-existing main contract.
Lemon Grass Pte Ltd v Peranakan Place Complex Pte LtdHigh CourtYes[2002] 2 SLR(R) 50SingaporeCited for the legal requirements of a collateral contract.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherN/AYes[2015] 5 SLR 1422SingaporeCited for the general rule that parties are bound by their pleadings and the court is precluded from deciding on a matter that the parties themselves have decided not to put in issue.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Bill of Exchange ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Racking Systems
  • Purchase Price
  • Options to Purchase
  • Alleged Agreement
  • Post-dated Cheques
  • Vacant Possession
  • Collateral Contract

15.2 Keywords

  • breach of contract
  • racking systems
  • property purchase
  • collateral contract
  • singapore
  • high court

16. Subjects

  • Contract Law
  • Real Estate
  • Commercial Law

17. Areas of Law

  • Contract Law
  • Collateral Contracts