Borneo Ventures v Ong Han Nam: Assessment of Damages for Breach of Land Warranty
In Borneo Ventures Pte Ltd v Ong Han Nam, the General Division of the High Court of Singapore assessed damages following a breach of warranty in a share subscription agreement. The court, presided over by Senior Judge Lai Siu Chiu, found Ong Han Nam liable to Borneo Ventures for breach of the Land Warranty. The court awarded Borneo Ventures RM26,117,500.00, representing 77.5% of the fair market value of the Subject Land as of March 26, 2014, plus statutory interest. The court rejected the defendant's expert valuation and favored the plaintiff's valuation, adjusted for demolition costs and potential development charges.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Assessment of damages for breach of land warranty in share subscription agreement. Court awards Borneo Ventures RM26,117,500.00 plus interest.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Borneo Ventures Pte. Ltd. | Plaintiff | Corporation | Judgment for Plaintiff | Won | Teh Guek Gor Engelin SC, Yeo Yian Hui Mark, Charmaine Lim |
| Ong Han Nam @ Edward Ong | Defendant | Individual | Claim Dismissed | Lost | Andy Lem, Sharmini Sharon Selvaratnam, Poon Pui Yee, Cherrilynn Chia |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Senior Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Teh Guek Gor Engelin SC | Engelin Teh Practice LLC |
| Yeo Yian Hui Mark | Engelin Teh Practice LLC |
| Charmaine Lim | Engelin Teh Practice LLC |
| Andy Lem | Harry Elias Partnership LLP |
| Sharmini Sharon Selvaratnam | Harry Elias Partnership LLP |
| Poon Pui Yee | Harry Elias Partnership LLP |
| Cherrilynn Chia | Harry Elias Partnership LLP |
4. Facts
- Borneo Ventures acquired 77.5% of Sutera Harbour Group for approximately RM700 million.
- The acquisition was completed on March 26, 2014.
- Ong Han Nam breached the Land Warranty by selling the Subject Land to OBSB without Borneo's knowledge.
- The Court of Appeal determined that damages were an adequate remedy for the breach.
- The Subject Land was initially intended for industrial use but had potential for mixed-use development.
- The Co-Gen Plant on the Subject Land ceased operations and was either dormant or defunct.
- The KK Draft Plan zoned the Subject Land for mixed-use development.
5. Formal Citations
- Borneo Ventures Pte Ltd v Ong Han Nam, Suit No 1268 of 2016(Assessment of Damages No 19 of 2021), [2022] SGHC 162
6. Timeline
| Date | Event |
|---|---|
| Share subscription agreement signed | |
| Acquisition completed | |
| Trial to determine liability began | |
| First judgment issued | |
| Appeal judgment issued | |
| Assessment of damages hearing began | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found the defendant liable for breach of the Land Warranty.
- Category: Substantive
- Sub-Issues:
- Breach of Land Warranty
- Related Cases:
- [2020] SGHC 91
- [2021] 1 SLR 1248
- Assessment of Damages
- Outcome: The court assessed damages based on the fair market value of the Subject Land at the time of purchase, deducting for demolition costs and potential development charges.
- Category: Procedural
- Admissibility of Evidence
- Outcome: The court ruled on the admissibility of documents presented by both parties.
- Category: Procedural
- Related Cases:
- [2005] 4 SLR(R) 417
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of Warranty
10. Practice Areas
- Commercial Litigation
- Assessment of Damages
11. Industries
- Real Estate
- Energy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Borneo Ventures Pte Ltd v Ong Han Nam | High Court | Yes | [2020] SGHC 91 | Singapore | The first judgment established the defendant's liability for breach of warranties in the share subscription agreement, which is the basis for the current assessment of damages. |
| Ong Han Nam v Borneo Ventures Pte Ltd | Court of Appeal | Yes | [2021] 1 SLR 1248 | Singapore | The Court of Appeal partially allowed the defendant's appeal, varying the first judgment and specifying that damages would be an adequate remedy for the breach of the Land Warranty. The current assessment of damages is based on the Court of Appeal's instructions. |
| Jet Holdings Ltd and Others v Cooper Cameron (Singapore) Pte Ltd | N/A | Yes | [2005] 4 SLR(R) 417 | Singapore | Cited regarding the requirements for admitting documents as evidence. |
| Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and Another | High Court | Yes | [2007] SGHC 50 | Singapore | Cited for the principle that actual partiality, rather than the appearance of partiality, is the crucial test in deciding whether the evidence of an expert should be discounted. |
13. Applicable Rules
| Rule Name |
|---|
| Order 40A r 2 of the Rules of Court Cap 322 R 5 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act 1893 | Singapore |
| Rules of Court (Cap 322 r 5) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Share Subscription Agreement
- Land Warranty
- Sutera Harbour Group
- Sembulan Land
- Subject Land
- Co-Gen Plant
- Mixed Use
- Fair Market Value
- Assessment of Damages
- KK Draft Plan
15.2 Keywords
- breach of contract
- land warranty
- assessment of damages
- real estate valuation
- mixed use development
16. Subjects
- Contract Law
- Damages
- Real Estate Valuation
17. Areas of Law
- Contract Law
- Valuation Law
- Civil Procedure
- Damages Assessment