Low Sing Khiang v LogicMills: Misrepresentation & Contract Rescission
In Low Sing Khiang v LogicMills Learning Centre Pte Ltd, the High Court of Singapore addressed a claim by Low Sing Khiang against LogicMills and its directors, Seet Chuen Yee Eunice and Mark Robert Nowacki, for misrepresentation inducing a joint venture. Low alleged misrepresentations regarding Ministry of Education (MOE) endorsement of LogicMills' curriculum. The court, presided over by Lee Seiu Kin J, found LogicMills liable for innocent misrepresentation, rescinded the shareholders agreement, and awarded Low Sing Khiang $577,625 in damages. Claims against Seet and Nowacki were dismissed.
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
Singapore court rescinds joint venture due to LogicMills' misrepresentation about Ministry of Education endorsement, awarding damages to Low Sing Khiang.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Low Sing Khiang | Plaintiff | Individual | Judgment for Plaintiff | Won | |
| LogicMills Learning Centre Pte Ltd | Defendant | Corporation | Claim Dismissed | Lost | |
| Seet Chuen Yee Eunice | Defendant | Individual | Claim Dismissed | Dismissed | |
| Mark Robert Nowacki | Defendant | Individual | Claim Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Raymond Lye | Union Law LLP |
| Ooi Jian Yuan | Union Law LLP |
4. Facts
- Mr. Low entered into a joint venture with LogicMills based on representations that its programs were MOE-certified.
- LogicMills' brochure stated its programs were "MOE-certified" and "Validated & Endorsed."
- Mr. Low contributed $70,000 for shares and loaned funds to LogicMills Academy.
- Ms. Seet and Mr. Nowacki represented that LogicMills had necessary documentation from MOE.
- Parents withdrew students from LogicMills Academy after learning programs weren't MOE-validated.
- Mr. Low suspended LogicMills Academy's operations in December 2016 due to student withdrawals.
5. Formal Citations
- Low Sing Khiang v LogicMills Learning Centre Pte Ltd and others, Suit No 707 of 2018, [2023] SGHC 124
6. Timeline
| Date | Event |
|---|---|
| Ms Seet and Mr Nowacki gave a presentation to Mr Low about enrichment programmes offered by LogicMills | |
| Shareholders agreement executed between Mr Low and LogicMills | |
| Mr Low emailed Ms Seet and Mr Nowacki to request a directors’ meeting | |
| Directors’ meeting held; Ms Seet resigned as director of LA and provided notice of LogicMills’ intention to terminate the SHA | |
| Mr Low’s solicitors issued a letter to LogicMills seeking reimbursement of sums loaned | |
| Mr Low suspended LA’s operations | |
| Judgment reserved | |
| Judgment |
7. Legal Issues
- Misrepresentation
- Outcome: The court found that the defendants had made misrepresentations pertaining to the curriculum offered by the first defendant company, inducing him to enter into a joint venture with it.
- Category: Substantive
- Breach of Contract
- Outcome: The court did not make a ruling on breach of contract as it found the defendant liable for misrepresentation.
- Category: Substantive
8. Remedies Sought
- Rescission of the SHA
- Damages
- Reimbursement of debt
9. Cause of Actions
- Misrepresentation
- Breach of Contract
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
11. Industries
- Education
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Strait Colonies Pte Ltd v SMRT Alpha Pte Ltd | Singapore Court of Appeal | Yes | [2018] 2 SLR 441 | Singapore | Cited for the elements of actionable misrepresentation. |
| RBC Properties Pte Ltd v Defu Furniture Pte Ltd | Singapore High Court | Yes | [2015] 1 SLR 997 | Singapore | Cited to explain the function of Section 2(1) of the Misrepresentation Act and its co-existence with the tort of negligent misrepresentation. |
| Trans-World (Aluminium) Ltd v Cornelder China (Singapore) | Singapore High Court | Yes | [2003] 3 SLR(R) 501 | Singapore | Cited to explain that the tort of negligence applies to all cases where a claimant can establish a duty of care. |
| IM Skaugen SE and another v MAN Diesel & Turbo SE and another | Singapore High Court | Yes | [2018] SGHC 123 | Singapore | Cited for the elements to be satisfied to make out a claim of negligent misrepresentation. |
| Ma Hongjin v Sim Eng Tong | Singapore High Court | Yes | [2021] SGHC 84 | Singapore | Cited for the elements to be satisfied to make out a claim of negligent misrepresentation. |
| Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency | Singapore Court of Appeal | Yes | [2007] 4 SLR(R) 100 | Singapore | Cited for the elements to be satisfied to make out a claim of negligent misrepresentation. |
| Fong Maun Yee v Yoong Weng Ho Robert | Singapore High Court | Yes | [1997] 1 SLR (R) 751 | Singapore | Cited for the elements to be satisfied to make out a claim of negligent misrepresentation. |
| V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another | Singapore High Court | Yes | [2015] 5 SLR 1422 | Singapore | Cited for the general rule that parties are bound by their pleadings. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Singapore Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the key question to be asked whenever an argument of alter ego is raised is whether the company is carrying on the business of its controller. |
| NEC Asia Pte Ltd (now known as NEC Pacific Pte Ltd) v Picket & Rail Asia Pacific Pte Ltd and others | Singapore High Court | Yes | [2011] 2 SLR 565 | Singapore | Cited for the key question to be asked whenever an argument of alter ego is raised is whether the company is carrying on the business of its controller. |
| Mohamed Shiyam v Tuff Offshore Engineering Services Pte Ltd | Singapore High Court | Yes | [2021] 5 SLR 188 | Singapore | Cited to show that mere evidence of sole shareholding and control of a company would not be enough to make out the ground of alter ego. |
| Jurong Town Corp v Wishing Star Ltd | Singapore High Court | Yes | [2005] 3 SLR(R) 283 | Singapore | Cited for the principle that a binding election to affirm the agreement can be express or implied, and requires the injured party to communicate his choice to the other party in clear and unequivocal terms. |
| CDX and another v CDZ and another | Singapore High Court | Yes | [2021] 5 SLR 405 | Singapore | Cited for the principle that rescission entails restoring not only the rescinding party but also the counterparty to its pre-contractual position. |
| Main-Line Corporate Holdings Ltd v United Overseas Bank Ltd and another | Singapore Court of Appeal | Yes | [2017] 3 SLR 901 | Singapore | Cited for the principle that damages, being compensatory in nature, should put the injured party in the same position it would have been in had the wrong not been committed. |
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
- Ministry of Education
- Joint Venture
- Shareholders Agreement
- MOE-certified
- Validated & Endorsed
- Directors' Loans
15.2 Keywords
- Misrepresentation
- Contract
- Rescission
- Education
- Singapore
- Ministry of Education
- Joint Venture
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Misrepresentation | 95 |
| Innocent Misrepresentation | 80 |
| Contract Law | 75 |
| Negligent misrepresentation | 70 |
| Rescission | 60 |
| Torts | 40 |
16. Subjects
- Contract Law
- Misrepresentation
- Commercial Law