Auto Lease v San Hup Bee: Third Party's Locus Standi & Breach of Contract

Auto Lease (Pte.) Ltd (“Auto Lease”) appealed against the decision of the District Judge (“DJ”) in District Court Appeal No 29 of 2022, which found Auto Lease liable to indemnify San Hup Bee Motor LLP (the “1st Respondent”) and San Hup Bee (S) Pte. Ltd (the “2nd Respondent”) for damages payable to Toh Beng Hock (Zhuo Mingfu) t/a V-Tech Auto Service (the “3rd Respondent”) for breach of contract. The High Court dismissed the appeal in entirety and revised the quantum of damages awarded to the 3rd Respondent.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Appeal Dismissed in Entirety

1.3 Case Type

Civil

1.4 Judgment Type

Written Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Auto Lease appealed a decision holding them liable for breach of contract and indemnity. The court considered locus standi and contractual terms.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Auto Lease (Pte.) LtdAppellantCorporationAppeal DismissedLost
San Hup Bee Motor LLPRespondentLimited Liability PartnershipSuccessful in resisting appealWon
San Hup Bee (S) Pte. LtdRespondentCorporationSuccessful in resisting appealWon
Toh Beng Hock (Zhuo Mingfu) t/a V-Tech Auto ServiceRespondentIndividualDamages AwardedWon

3. Judges

Judge NameTitleDelivered Judgment
Mavis Chionh Sze ChyiJudgeYes

4. Counsels

Counsel NameOrganization
Vijai Dharamdas ParwaniParwani Law LLC
Huang Po HanParwani Law LLC
Lee Koon Foong Adam HarizJoseph Tan Jude Benny LLP
Shannon Lim QiJoseph Tan Jude Benny LLP
Tan Li Yi CalebJusEquity Law Corporation
Ang StanleyJusEquity Law Corporation
Siow Yi Dong DavidJusEquity Law Corporation

4. Facts

  1. The 3rd Respondent agreed to purchase a vehicle from the 2nd Respondent for $52,200.
  2. The Vehicle was sold on a consignment basis by the 2nd Respondent on behalf of the 1st Respondent.
  3. The 3rd Respondent paid the full purchase price, including $49,200.86 to the Appellant to settle the hire-purchase loan.
  4. The 3rd Respondent was unable to register the transfer of ownership due to encumbrances on the Vehicle.
  5. The Appellant appropriated $13,301 of the payment to set off debts owed by SHB Motoring.
  6. The Appellant failed to lodge the HPFLAS Form B, preventing the transfer of the Vehicle.
  7. The DJ found that the Appellant had acted in breach of the Hire Purchase Agreement.

5. Formal Citations

  1. Auto Lease (Pte) Ltd v San Hup Bee Motor LLP and others, District Court Appeal No 29 of 2022, [2023] SGHC 141

6. Timeline

DateEvent
Mr. Toh See Leong died.
3rd Respondent bought a vehicle from 2nd Respondent.
3rd Respondent collected the car and paid full settlement to Auto Lease Pte Ltd.
Summon letter sent to San Hup Bee.
Writ of summons issued against the 2nd Respondent by the 3rd Respondent.
Summon letter sent again to San Hup Bee.
San Hup Bee’s lawyer replied that they already give all the transfer documents.
3rd Respondent lodged a police incident report.
Lawsuits commenced against the 2nd Respondent and the Appellant.
3rd Respondent filed an originating summons against the Appellant.
Hearing in respect of originating summons.
Order of Court made giving directions for originating summons to be converted to writ action.
3rd Respondent filed suit against the 1st and 2nd Respondents.
Order made by the Deputy Registrar.
Hearing date.
Judgment date.

7. Legal Issues

  1. Third Party's Locus Standi to Appeal
    • Outcome: The Appellant had the requisite locus standi to appeal the judgment given in favour of the 3rd Respondent.
    • Category: Procedural
  2. Breach of Contract
    • Outcome: The 1st and 2nd Respondents breached their contractual obligations in failing to cause the 3rd Respondent to be registered as the owner of the Vehicle.
    • Category: Substantive
  3. Implied Terms in Contract
    • Outcome: It was an implied term of the Sales Agreement that the 1st and 2nd Respondents should procure the transfer of legal title in the Vehicle, free of all encumbrances, to the 3rd Respondent.
    • Category: Substantive
  4. Effect of Entire Agreement Clause
    • Outcome: The existence of an entire agreement clause in the Sales Agreement did not preclude the DJ from implying terms into the Sales Agreement.
    • Category: Substantive
  5. Mitigation of Damages
    • Outcome: The DJ's assessment of the 3rd Respondent's duty to mitigate was varied.
    • Category: Substantive
  6. Liability to Indemnify
    • Outcome: The Appellant should be held liable to indemnify the 1st and 2nd Respondents in respect of the amounts payable by them to the 3rd Respondent.
    • Category: Substantive

8. Remedies Sought

  1. Damages
  2. Indemnity

9. Cause of Actions

  • Breach of Contract
  • Failure to Indemnify

10. Practice Areas

  • Commercial Litigation
  • Appeals

11. Industries

  • Finance
  • Automotive

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
The MillwallEnglish Court of AppealYes[1905] P155 CAEnglandCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff.
Asphalt and Public Works Ltd. v. Indemnity Guarantee Trust Ltd.N/AYes(1969) 1 QB 465EnglandCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff.
Gracechurch Holdings Pty Ltd v Breeze and anotherN/AYes(1992) WAR 51AustraliaCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff.
Insurance Exchange of Australasia v Dooley and AnotherNew South Wales Court of AppealYes[2000] NSWCA 159AustraliaCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff; ultimately not followed.
Helicopter Sales (Australia) Pty Limited v Rotor-Work Pty Limited and anotherHigh CourtYes(1974) 132 CLR 1AustraliaCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff.
Tan Juay Pah v Kimly Construction Pte Ltd and othersCourt of AppealYes[2012] 2 SLR 549SingaporeCited regarding third party's locus standi to appeal a judgment in favour of the plaintiff; ultimately not relevant to the specific issue.
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 principle that parties are bound by their pleadings.
SIC College of Business and Technology Pte Ltd v Yeo Poh Siah and othersN/AYes[2016] 2 SLR 118SingaporeCited for the principle that the underlying consideration of the law of pleadings is to prevent surprises arising at trial.
Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appealsCourt of AppealYes[2006] 3 SLR(R) 769SingaporeCited for the principle that a term implied in law ought to be recognized by the court as a matter of law.
MK (Project Management) Ltd v Baker Marine Energy Pte LtdCourt of AppealYes[1994] 3 SLR(R) 823SingaporeCited for the principle that if a legal result was being relied on, the legal result did not have to be specifically pleaded, provided the pleadings disclosed at the very least the material facts which would support the cause of action relied on and gave the opponent fair notice of the substance of such a claim.
Tian Kong Buddhist Temple v Tuan Kong Beo (Teochew) TempleN/AYes[2021] 4 SLR 286SingaporeCited for the principle that a party need not explicitly plead the legal conclusions which a party sought to persuade the court to draw from the facts.
Ng Giap Hon v Westcomb Securities Pte LtdN/AYes[2009] 3 SLR(R) 518SingaporeCited for the principle that an entire agreement clause would not, as a matter of principle, exclude the implication of terms into that contract.
Singapore Rifle Association v Singapore Shooting Association and othersHigh CourtYes[2019] SGHC 13SingaporeCited for the principle that in order for an entire agreement clause to preclude the implication of terms, it must express such effect in clear and unambiguous language.
Tonny Permana v One Tree Capital Management Pte Ltd and anotherN/AYes[2021] 5 SLR 477SingaporeCited for the principle that the entire agreement clause only excluded terms extrinsic to the contract, but did not contain express and specific language precluding the implication of terms necessary for business efficacy, which were intrinsic to the contract.
Soon Peck Wah v Woon Che ChyeN/AYes[1997] 3 SLR(R) 430SingaporeCited for the principle that assertions which are made out of court, and which are tendered in court as evidence of the truth of the content therein will be inadmissible as hearsay.
Chan Sze Ying v Management Corporation Strata Title Plan No 2948 (Lee Chuen T’ng, intervener)N/AYes[2021] 1 SLR 841SingaporeCited for the principle that assertions which are made out of court, and which are tendered in court as evidence of the truth of the content therein will be inadmissible as hearsay.
Zainal bin Kuning and others v Chan Sin Mian Michael and anotherN/AYes[1996] 2 SLR(R) 858SingaporeCited for the principle that statements which are tendered not as evidence for the truth of their contents, but for the fact that they have been made are not hearsay evidence.
CDL Hotels International Ltd v Pontiac Marina Pte LtdN/AYes[1998] 1 SLR(R) 975SingaporeCited for the principle that statements which are tendered not as evidence for the truth of their contents, but for the fact that they have been made are not hearsay evidence.
Saga Foodstuffs Manufacturing (Pte) Ltd v Best Food Pte LtdN/AYes[1994] 3 SLR(R) 1013SingaporeCited for the principle that statements which are tendered not as evidence for the truth of their contents, but for the fact that they have been made are not hearsay evidence.
Subramaniam v PPN/AYes[1956] 1 WLR 1N/ACited for the principle that statements which are tendered not as evidence for the truth of their contents, but for the fact that they have been made are not hearsay evidence.
Britestone Pte Ltd v Smith & Associates Far East, LtdCourt of AppealYes[2007] 4 SLR(R) 855SingaporeCited regarding the shifting of the evidential burden during a trial.
Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and anotherN/AYes[2008] 2 SLR(R) 623SingaporeCited for the principle that the court would do its best to estimate a measure of damages where precise evidence was not obtainable.
Lim Weipin and another v Lim Boh Chuan and othersHigh CourtYes[2010] 3 SLR 423SingaporeCited for the principle that a witness’ former statements may be proved at trial to corroborate the witness’ statements at trial on the same fact.
Sumoi Paramesvaeri v Fleury, Jeffrey Gerard and anotherN/AYes[2016] 5 SLR 302SingaporeCited for the principle that the lack of credibility in respect of one area of a witness’ testimony does not necessarily preclude the court from accepting the witness’ testimony in another area.
Sundara Moorthy Lankatharan v Public ProsecutorN/AYes[1997] 2 SLR(R) 253SingaporeCited for the principle that the lack of credibility in respect of one area of a witness’ testimony does not necessarily preclude the court from accepting the witness’ testimony in another area.
Teo Geok Fong v Lim Eng HockN/AYes[1996] 2 SLR(R) 957SingaporeCited for the principle that the lack of credibility in respect of one area of a witness’ testimony does not necessarily preclude the court from accepting the witness’ testimony in another area.
The “Asia Star”N/AYes[2010] 2 SLR 1154SingaporeCited regarding the duty to mitigate.
Tan Soo Leng David v Lim Thian Chai CharlesN/AYes[1998] 1 SLR(R) 880SingaporeCited regarding the duty to mitigate.
Hoban Steven Maurice Dixon and another v Scanlon Graeme John and othersN/AYes[2007] 2 SLR(R) 770SingaporeCited regarding the power of the appellate court to make an appropriate consequential order.
Minichit Bunhom v Jazali bin Kastari and anotherN/AYes[2018] 1 SLR 1037SingaporeCited regarding the power of the appellate court to vary the quantum of damages awarded by the judge.
Tan Boon Heng v Lau Pang Cheng DavidSingapore Court of AppealYes[2013] SGCA 48SingaporeCited regarding the power of the appellate court to vary the quantum of damages awarded by the judge.
Singapore Airlines Ltd v Tan Shwu LengN/AYes[2001] 3 SLR(R) 439SingaporeCited regarding the power of the appellate court to vary the quantum of damages awarded by the judge.
Eastern Shipping Company, Limited v Quah Beng KeeN/AYes[1924] AC 177N/ACited regarding the third party’s acts were the primary cause of the defendants’ liability to the plaintiff.
Hygeian Medical Supplies Pte Ltd v Tri-Star Rotary Screen Engraving Works Pte LtdN/AYes[1993] 2 SLR(R) 411SingaporeCited regarding the third party’s acts were the primary cause of the defendants’ liability to the plaintiff.
Singapore Telecommunications Ltd v Starhub Cable Vision LtdN/AYes[2006] 2 SLR(R) 195SingaporeCited regarding the principle that exemption clauses are to be construed strictly and any exemption must be done in clear words.
Kay Lim Construction & Trading Pte Ltd v Soon Douglas (Pte) Ltd and anotherN/AYes[2013] 1 SLR 1SingaporeCited regarding the principle that exemption clauses are to be construed strictly and any exemption must be done in clear words.
HSBC Institutional Trust Services (Singapore) Ltd (as trustee of AIMS AMP Capital Industrial REIT) v DNKH Logistics Pte LtdHigh CourtYes[2022] SGHC 248SingaporeCited regarding the principle that exemption clauses are to be construed strictly and any exemption must be done in clear words.
The Asia StarHigh CourtYes[2009] SGHC 91SingaporeCited regarding mitigation principles do not require the injured party to incur extraordinary expenditure or act otherwise than in the ordinary course of business.

13. Applicable Rules

Rule Name
Rules of Court 2014

14. Applicable Statutes

Statute NameJurisdiction
Sales of Goods Act (Cap 393, 1999 Rev Ed)Singapore
Supreme Court of Judicature Act (Cap 332, 2007 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Locus Standi
  • Hire Purchase Agreement
  • Sales Agreement
  • Implied Term
  • Entire Agreement Clause
  • Mitigation of Damages
  • Indemnity
  • HPFLAS Form B
  • Encumbrances
  • Transfer of Ownership

15.2 Keywords

  • locus standi
  • third party
  • appeal
  • breach of contract
  • indemnity
  • hire purchase
  • sales agreement
  • Singapore
  • Auto Lease
  • San Hup Bee
  • V-Tech Auto Service

17. Areas of Law

Area NameRelevance Score
Contract Law80
Civil Procedure75
Damages70
Breach of Contract70
Evidence65
Appellate Practice60
Jurisdiction50

16. Subjects

  • Contract Law
  • Civil Procedure
  • Appeals
  • Third Party Rights
  • Sale of Goods