Larpin v Nargolwala: Rescission Claim for Villa Purchase Based on Misrepresentation

Christian Alfred Larpin and Quo Vadis Investments Limited sued Kaikhushru Shiavax Nargolwala and Aparna Nargolwala in the Singapore International Commercial Court, seeking rescission of agreements to purchase shares granting rights to a villa in Thailand, alleging misrepresentation. The plaintiffs claimed return of the purchase price and damages. Roger Giles IJ dismissed the proceedings, finding no actionable misrepresentation.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Proceedings dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiffs seek rescission of share purchase agreements for a villa in Thailand, alleging fraudulent misrepresentation. The court dismissed the claim.

1.7 Decision Date

20 February 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Quo Vadis Investments Limited	Plaintiff	Corporation	Claim Dismissed	Lost	Harjean Kaur of Advocatus Law LLP Christopher Anand Daniel of Advocatus Law LLP Keith Valentine Lee Jia Jin of Advocatus Law LLP
Kaikhushru Shiavax Nargolwala	Defendant	Individual	Judgment for Defendant	Won	Edmond Lim Tian Zhong of Allen & Gledhill LLP Natalie Ng of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP
Aparna Nargolwala	Defendant	Individual	Judgment for Defendant	Won	Edmond Lim Tian Zhong of Allen & Gledhill LLP Natalie Ng of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP
Larpin, Christian Alfred	Plaintiff	Individual	Claim Dismissed	Lost	Harjean Kaur of Advocatus Law LLP Christopher Anand Daniel of Advocatus Law LLP Keith Valentine Lee Jia Jin of Advocatus Law LLP

3. Judges

Judge Name	Title	Delivered Judgment
Roger Giles	International Judge	Yes

4. Counsels

Counsel Name	Organization
Harjean Kaur	Advocatus Law LLP
Christopher Anand Daniel	Advocatus Law LLP
Keith Valentine Lee Jia Jin	Advocatus Law LLP
Edmond Lim Tian Zhong	Allen & Gledhill LLP
Natalie Ng	Allen & Gledhill LLP
Ramesh Kumar s/o Ramasamy	Allen & Gledhill LLP

4. Facts

Plaintiffs claimed rescission of agreements for purchasing shares giving rights to a villa in Thailand, alleging misrepresentations.
The Andora Resort in Phuket was a leisure resort developed by Mr Allan Zeman.
Villa 29 was acquired by the defendants through ownership of shares of Querencia Ltd.
The Nargolwalas used the Villa until late 2014, then made it available for rental and sale.
Mr Solomon Lew negotiated with the Nargolwalas through Mr Daniel Meury to purchase the Villa.
Mr Larpin purchased the Villa through Quo Vadis for US$7,900,000.
Mr Lew brought proceedings against the Nargolwalas, Quo Vadis, Mr Larpin and Querencia, claiming a binding oral contract of sale.

5. Formal Citations

Larpin, Christian Alfred and another v Kaikhushru Shiavax Nargolwala and another, Suit No 3 of 2020, [2022] SGHC(I) 4

6. Timeline

Date	Event
2007-01-01	Villa 29 built.
2014-01-01	Nargolwalas moved to a second villa.
2017-09-01	Solomon Lew negotiated with Nargolwalas through Daniel Meury to purchase the Villa.
2017-09-07	Solomon Lew emailed Mr Meury an offer of US$5m for the Villa.
2017-10-06	Mr Meury emailed Mr Nargolwala about the possibility of selling the Villa to an Australian buyer.
2017-10-09	Mr Meury emailed the Nargolwalas with an updated offer from the potential purchaser.
2017-10-11	Mr Meury emailed the Nargolwalas with the latest offer from Mr Lew.
2017-10-11	Mrs Nargolwala asked Mr Meury for an offer letter with details.
2017-10-12	Mr Nargolwala emailed Mr Meury stating he would call him when he was back in Singapore.
2017-10-14	Mr Nargolwala telephoned Mr Meury.
2017-10-17	Mr Meury emailed to say that he had not heard back from Mr Lew.
2017-10-17	Mr Nargolwala replied stating he would rather not pass any details to Mr Lew until he knew he was serious.
2017-10-24	Mr Larpin contacted Mr Martin Phillips about purchasing Villa 11.
2017-10-25	Mr Larpin viewed Villa 11 and Villa 29.
2017-10-26	Mr Larpin emailed Mr Phillips that he was prepared to make a firm offer shortly for the two villas.
2017-10-26	Mr Phillips contacted Mr Nargolwala.
2017-10-27	Mr Meury emailed the Nargolwalas stating Mr Lew was ready to settle.
2017-10-29	Mr Phillips and the Nargolwalas met in Singapore.
2017-11-05	Mrs Nargolwala told Mr Meury that they were no longer interested in dealing with Mr Lew.
2017-11-07	Mr Zeman called Mrs Nargolwala, asking about the Villa and suggesting that they consider selling it to Mr Lew.
2017-11-09	Reservation Agreement was executed between the Nargolwalas and Quo Vadis.
2017-11-09	Mr Zeman emailed the Nargolwalas.
2017-11-14	Share Purchase Agreement was executed between the Nargolwalas and Quo Vadis.
2017-11-14	Mr Zeman emailed Mr Nargolwala about an unhappy buyer.
2017-11-14	Mr Lew emailed Mr Nargolwala asserting an agreement to purchase the Villa.
2017-11-15	Mr Nargolwala telephoned Mrs Nargolwala and there was a conversation with all of them on speakerphone.
2017-11-15	Mr Nargolwala sent Mr Larpin an email regarding the phone conversation.
2017-11-15	Mr Larpin replied to Mr Nargolwala's email.
2017-11-16	Share Purchase Agreement was completed by transfer of the Querencia shares.
2017-11-23	The Nargolwala’s solicitors spoke to Mrs Te Lagger about urgency in registering the transfer of the shares.
2017-11-27	The Nargolwalas' solicitors responded to a letter from Mr Lew’s solicitors.
2017-11-01	Mr Lew brought proceedings against Quo Vadis and Querencia in the BVI.
2018-01-01	Mr Lew brought proceedings in the Singapore High Court against the Nargolwalas, Quo Vadis, Mr Larpin and Querencia.
2018-06-01	Mr Lew obtained injunctive relief against Quo Vadis and Querencia in the BVI.
2019-10-01	The present proceedings were commenced in the High Court.
2020-02-05	Simon Thorley IJ dismissed the action against all the defendants in the Lew proceedings.
2021-02-10	The Court of Appeal dismissed the appeal in the Lew proceedings.
2021-09-27	Evidence in the proceedings was taken.
2021-11-05	Closing submissions were heard.
2022-02-21	Judgment reserved.

7. Legal Issues

Misrepresentation
- Outcome: The court found no actionable misrepresentation.
- Category: Substantive
Rescission of Contract
- Outcome: The court denied the claim for rescission.
- Category: Substantive

8. Remedies Sought

Rescission of Agreements
Return of Purchase Price
Monetary Damages

9. Cause of Actions

Misrepresentation
Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate
Hospitality

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Solomon Lew v Kaikhushru Shiavax Nargolwala and 4 others	Singapore International Commercial Court	Yes	[2020] 3 SLR 61	Singapore	Cited for the dismissal of the action against all defendants, holding that no binding oral contract had been entered into.
Solomon Lew v Kaikhushru Shiavax Nargolwala and 4 others	Court of Appeal	Yes	[2021] 2 SLR 1	Singapore	Cited for the dismissal of the appeal, holding that Mr Meury did not have authority from the Nargolwalas to contract with Mr Lew.
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 fraudulent misrepresentation.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals	Court of Appeal	Yes	[2018] 1 SLR 894	Singapore	Cited for the principle that a representation must be substantially false.
Lord Gilbert Kennedy v The Panama, New Zealand, and Australian Royal Mail Co (Limited)	Queen's Bench	Yes	(1867) LR 2 QB 580	England and Wales	Cited for the principle that rescission is available for fraudulent misrepresentation.
Redgrave v Hurd	Court of Appeal	Yes	(1881) 20 Ch D 1	England and Wales	Cited for the principle that rescission was available for innocent misrepresentation in equity.
Derry v Peek	House of Lords	Yes	(1889) 14 App Cas 337	England and Wales	Cited for the principle that rescission is available for misrepresentation, regardless of honesty.
Broadley Construction Pte Ltd v Alacran Design Pte Ltd	Court of Appeal	Yes	[2018] 2 SLR 110	Singapore	Cited for the principle that silence can amount to a representation in certain circumstances.
Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd	Court of Appeal	Yes	[2018] 1 SLR 317	Singapore	Cited for the principle that a duty to speak arises when failure to do so would lead a reasonable party to think the other party has elected between two inconsistent rights.
The Lutetian	High Court	Yes	[1982] 2 Lloyd’s Rep 140	England and Wales	Cited for the principle that a duty to speak arises where a reasonable man would expect the person against whom the estoppel is raised to bring the true facts to the attention of the other party.
Fuji Xerox Singapore Pte Ltd v Mazzy Creations Pte Ltd and others	High Court	Yes	[2021] SGHC 193	Singapore	Cited for the principle that silence can constitute a misrepresentation when there is active concealment of a particular state of affairs.
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 mere silence will not support an action of deceit, but active concealment may amount to misrepresentation.
Trans-World (Aluminium) Ltd v Cornelder China (Singapore)	High Court	Yes	[2003] 3 SLR(R) 501	Singapore	Cited for the principle that misrepresentation of statements comes from a wilful suppression of material and important facts.
Gordon v Selico Co Ltd	English Court of Appeal	Yes	[1986] 1 EGLR 71	England and Wales	Cited as an example of active concealment amounting to misrepresentation.
Property Alliance Group Ltd v Royal Bank of Scotland plc	Court of Appeal	Yes	[2018] 1 WLR 3529	England and Wales	Cited for the principle that there may be failure to disclose material facts where the alleged representor is forgetful, misguided, or obtuse.
Davies v London and Provincial Marine Insurance Co	Court of Appeal	Yes	[1878] 8 Ch D 469	England and Wales	Cited for the principle that parties contracting with one another may observe silence unless there is a duty to disclose.
Forum Development Pte Ltd v Global Accent Trading Pte Ltd	High Court	Yes	[1994] 3 SLR(R) 1097	Singapore	Cited for the principle that a promissory statement can be a representation of fact.
Tan Chin Seng v Raffles Town Club Pte Ltd	High Court	Yes	[2003] 3 SLR (R) 307	Singapore	Cited for the principle that a promissory statement can be a representation of fact.
Deutsche Bank AG v Chang Tse Wen	Court of Appeal	Yes	[2013] 1 SLR 1310	Singapore	Cited for the principle that a promissory statement can be a representation of fact.
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.
Raffeisen Zentralbank Osterreich AG v Archer Daniels Midland Co and others	Court of Appeal	Yes	[2007] 1 SLR(R) 196	Singapore	Cited for the explanation of inducement in misrepresentation claims.
Chai Cher Watt (trading as Chuang Aik Engineering Works) v SDL Technologies Pte Ltd and another appeal	Court of Appeal	Yes	[2012] 1 SLR 152	Singapore	Cited for the principle that for effective affirmation, the affirming party must know the facts giving rise to the entitlement to rescind.
Motor Oil Hellas (Corinth) Refineries SA v Shipping Corp of India (The “Kanchenjunga”)	House of Lords	Yes	[1990] 1 Lloyd’s Rep 391	England and Wales	Cited for the principle that for effective affirmation, the affirming party must know the facts giving rise to the entitlement to rescind.
Sargent v ASL Developments Ltd	High Court of Australia	Yes	[1974] 131 CLR 634	Australia	Cited for the principle that an elector must at least know of the facts which give rise to the rights as between which an election must be made.
UCB Corporate Services Ltd v Thomason	Court of Appeal	Yes	[2005] 1 All ER 601	England and Wales	Cited for the principle that the power to award damages in lieu of rescission may be exercised even if damages are not awarded.
Huyton SA v Distribuidora Internacional de Productos Agricolas SA	Court of Appeal	Yes	[2003] 2 Lloyd’s Rep 780	England and Wales	Cited for the principle that the power to award damages in lieu of rescission may be exercised even if damages are not awarded.
Lee Chee Wei v Tan Hor Victor and others and another appeal	Court of Appeal	Yes	[2007] 3 SLR(R) 537	Singapore	Cited for the principle of leaving damages for subsequent assessment despite no bifurcation order.
Chew Ai Hua Sandra v Woo Kah Wai and another (Chesney Real Estate Pte Ltd, third party)	High Court	Yes	[2013] 3 SLR 1088	Singapore	Cited for the principle of leaving damages for subsequent assessment despite no bifurcation order.
Maryani Sadeli v Arjun Permanand Samtani and another and other appeals	Court of Appeal	Yes	[2015] 1 SLR 496	Singapore	Cited for the principle that the unrecovered costs of legal proceedings could not be recovered in a subsequent claim for damages against a party to the earlier proceedings.
Michael Vaz Lorrain v Singapore Rifle Association	Court of Appeal	Yes	[2021] 1 SLR 513	Singapore	Cited for the principle that allowing legal fees that were recoverable as costs to be recovered as damages instead would subvert the costs regime put in place to regulate the recoverability of such fees.
Singapore Shooting Association and others v Singapore Rifle Association	Court of Appeal	Yes	[2020] 1 SLR 395	Singapore	Cited for the principle that allowing legal fees that were recoverable as costs to be recovered as damages instead would subvert the costs regime put in place to regulate the recoverability of such fees.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Misrepresentation
Rescission
Share Purchase Agreement
Reservation Agreement
Villa
Querencia Shares
Encumbrance
Active Concealment

15.2 Keywords

Misrepresentation
Rescission
Contract
Villa
Share Purchase Agreement
Singapore International Commercial Court

17. Areas of Law

Area Name	Relevance Score
Misrepresentation	95
Contract Law	95
Rescission	80
Damages	60
Fraud and Deceit	50
Company Law	30

16. Subjects

Contract Law
Misrepresentation
Commercial Law