Liu Shu Ming v Koh Chew Chee: Breach of Contract & Damages for Failure to Transfer Condominium Titles

In the Appellate Division of the High Court of Singapore, Liu Shu Ming and Tong Xin appealed against the decision in favor of Koh Chew Chee regarding a breach of contract. The dispute arose from the Appellants' failure to transfer titles to condominium units purchased by Ms. Koh, who sought damages for the breach. The court allowed the appeal, setting aside the award of reliance damages, finding that Ms. Koh did not validly terminate the contracts and failed to provide sufficient evidence for expectation damages. The court ordered the Appellants to transfer the titles to Ms. Koh's nominee within two months.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court addresses breach of contract for failure to transfer condominium titles, denying reliance damages due to insufficient evidence.

1.7 Decision Date

27 April 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Liu Shu Ming	Appellant, Defendant	Individual	Appeal Allowed	Won
Tong Xin	Appellant, Defendant	Individual	Appeal Allowed	Won
Koh Chew Chee	Respondent, Plaintiff	Individual	Appeal Dismissed	Lost	Li Kun Hang of Rajah & Tann Singapore LLP Winston Kwek Choon Lin of Rajah & Tann Singapore LLP Dion Chan of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Belinda Ang Saw Ean	Justice of the Court of Appeal	Yes
Woo Bih Li	Judge of the Appellate Division	Yes
Hoo Sheau Peng	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Li Kun Hang	Rajah & Tann Singapore LLP
Winston Kwek Choon Lin	Rajah & Tann Singapore LLP
Dion Chan	Rajah & Tann Singapore LLP

4. Facts

The Appellants were involved in the “condotel” business, providing condominium units for short-term accommodation through MaxStays (Philippines) Inc.
In 2016, the Appellants sought investors, including Ms. Koh, to expand their business.
Ms. Koh entered into a series of agreements with the Appellants on 30 May 2017 to purchase five condominium units and lease them back to the Appellants.
Ms. Koh paid S$1,468,895.69 to the Appellants for the Units.
The Appellants began falling behind on rental payments in late 2019.
Ms. Koh discovered that the Units were encumbered with mortgages and assignments to MaxStays and the Philippine National Bank.
Ms. Koh allegedly terminated the Contracts on 27 December 2019.

5. Formal Citations

Liu Shu Ming and another v Koh Chew Chee and another matter, Civil Appeal No 23 of 2022, [2023] SGHC(A) 15

6. Timeline

Date	Event
2016-01-01	Appellants began looking for investors to expand their business.
2017-05-30	Ms. Koh entered into a series of agreements with the Appellants.
2018-08-01	Ms. Koh made her final payment for the purchase price of the Units.
2018-08-25	Ms. Koh informed Mr. Liu that transfer of title was to be made to LK (Philippines).
2019-10-15	Mr. Liu told Ms. Koh he was facing financial difficulties and could not pay the rent.
2019-11-16	Ms. Koh met with Mr. Liu.
2019-12-27	Ms. Koh allegedly terminated the Contracts.
2020-02-14	Ms. Koh filed an action against the Appellants in HC/S 143/2020.
2022-09-29	First hearing of the appeal.
2022-11-01	Resumed hearing.
2023-04-28	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the Appellants were in breach of contract for failing to transfer title to the Units.
- Category: Substantive
- Sub-Issues:
  - Failure to transfer title
  - Non-payment of rent
- Related Cases:
  - [2022] SGHC 25
Damages
- Outcome: The court set aside the award of reliance damages, finding that Ms. Koh failed to provide sufficient evidence for expectation damages and did not validly terminate the contracts.
- Category: Substantive
- Sub-Issues:
  - Reliance damages
  - Expectation damages
- Related Cases:
  - [1954] 1 QB 292
  - [1972] 1 QB 60
  - [1985] QB 16
  - (1991) 104 ALR 1
  - 178 F (2d) 182 (1949)
  - [2019] AC 649
  - [2005] EWCA Civ 563
  - [2020] NSWCA 234
  - [2023] NSWCA 21
  - [2000] Lexis Citation 1924
  - [2007] SGHC 211
  - [2010] 3 SLR 1017
  - [2009] 1 SLR(R) 470
  - [2012] 3 SLR 428
  - [2013] 4 SLR 409
  - [2020] SGHC 45
  - [2022] SGHC 67
  - [2022] SGHC(A) 39
  - [2018] 1 SLR 856
  - [2017] UKSC 48
  - (1951) 84 CLR 377
Adducing Further Evidence
- Outcome: The court dismissed the Appellants’ application to adduce further evidence.
- Category: Procedural
- Related Cases:
  - [1954] 1 WLR 1489
  - [2022] SGHC(A) 43
  - [2022] SGHC(A) 23
  - [2018] 2 SLR 215
  - [2012] 3 SLR 1088
  - [2019] 2 SLR 341

8. Remedies Sought

Damages
Order for possession of the Units

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Koh Chew Chee v Liu Shu Ming	High Court	Yes	[2022] SGHC 25	Singapore	The present appeal is against the decision of the Judge in this case.
Ladd v Marshall	Not Available	Yes	[1954] 1 WLR 1489	England and Wales	Cited for the three cumulative requirements for adducing further evidence.
Loy Wei Ezekiel v Yip Holdings Pte Ltd	High Court (Appellate Division)	Yes	[2022] SGHC(A) 43	Singapore	Cited in relation to the requirements for adducing further evidence.
Kashmire Merkaney v NCL Housing Pte Ltd	High Court (Appellate Division)	Yes	[2022] SGHC(A) 23	Singapore	Cited in relation to the requirements for adducing further evidence.
BNX v BOE	Not Available	Yes	[2018] 2 SLR 215	Singapore	Cited in relation to the requirements for adducing further evidence.
Chan Ah Beng v Liang and Sons Holdings (S) Pte Ltd	Not Available	Yes	[2012] 3 SLR 1088	Singapore	Cited in relation to the requirements for adducing further evidence.
Anan Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co)	Not Available	Yes	[2019] 2 SLR 341	Singapore	Cited in relation to the requirements for adducing further evidence.
Ma Binxiang v Hainan Hui Bang Construction Investment Group Ltd	High Court (Appellate Division)	Yes	[2022] SGHC(A) 37	Singapore	Cited for the principles governing appellate interference with a trial judge’s factual findings.
Dextra Partners Pte Ltd and another v Lavrentiadis, Lavrentios and another appeal and another matter	Court of Appeal	Yes	[2021] SGCA 24	Singapore	Cited for the principles governing appellate interference with a trial judge’s factual findings.
Yong Kheng Leong and another v Panweld Trading Pte Ltd and another	Not Available	Yes	[2013] 1 SLR 173	Singapore	Cited for the principles governing appellate interference with a trial judge’s factual findings.
Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased)	Not Available	Yes	[2009] 2 SLR(R) 918	Singapore	Cited for the principles governing appellate interference with a trial judge’s factual findings.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another	Not Available	Yes	[2015] 5 SLR 1422	Singapore	Cited for the principle that parties are bound by their pleaded case.
Foo Khoon Chin & Ors v Gas Pantai Works Sdn Bhd & Anor	Not Available	Yes	[2011] 5 MLJ 438	Malaysia	Cited for the principle that parties are bound by their pleaded case.
Naughty G Pte Ltd v Fortune Marketing Pte Ltd	Not Available	Yes	[2018] 5 SLR 1208	Singapore	Cited for the principle that the law implies an obligation to perform the act within a reasonable time.
Max Master Holdings Ltd v Taufik Surya Dharma	High Court	Yes	[2016] SGHC 147	Singapore	Cited for the principle that the law implies an obligation to perform the act within a reasonable time.
Sutcliff v Thirkell	Not Available	Yes	[2001] ADR.L.R. 06/08	England and Wales	Cited for the principle that the law implies an obligation to perform the act within a reasonable time.
Behzadi v Shaftesbury Hotels Ltd	Not Available	Yes	[1992] Ch 1	England and Wales	Cited for the principle that the law implies an obligation to perform the act within a reasonable time.
San International Pte Ltd (formerly known as San Ho Huat Construction Pte Ltd) v Keppel Engineering Pte Ltd	Not Available	Yes	[1998] 3 SLR(R) 447	Singapore	Cited for the definition of a repudiatory breach.
Heyman v Darwins Limited	House of Lords	Yes	[1942] AC 356	United Kingdom	Cited for the definition of a repudiatory breach.
Phosagro Asia Pte Ltd v Piattchanine, Iouri	Court of Appeal	Yes	[2016] 5 SLR 1052	Singapore	Cited for the reference to RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd [2007] 4 SLR(R) 413 as stating four situations in which a breach of contract would amount to a repudiatory breach.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd	Not Available	Yes	[2007] 4 SLR(R) 413	Singapore	Cited for stating four situations in which a breach of contract would amount to a repudiatory breach.
iVenture Card Ltd and others v Big Bus Singapore City Sightseeing Pte Ltd and others	Not Available	Yes	[2022] 1 SLR 302	Singapore	Cited for the definition of renunciation of contract.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal	Not Available	Yes	[2018] 2 SLR 655	Singapore	Cited for the principle of expectation loss.
Smile Inc Dental Surgeons Pte Ltd v OP3 International Pte Ltd	Not Available	Yes	[2020] 3 SLR 1234	Singapore	Cited for the principle of loss of profits on a nett basis.
Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd	Not Available	Yes	[2016] 2 SLR 1056	Singapore	Cited for the principle that the court seeks to place the innocent party in the position he would have been in if the contract had been performed.
Hong Fok Realty Pte Ltd v Bima Investment Pte Ltd and another appeal	Not Available	Yes	[1992] 2 SLRI 834	Singapore	Cited for the principle that the court seeks to place the innocent party in the position he would have been in if the contract had been performed.
Cullinane v British “Rema” Manufacturing Co Ltd	Not Available	Yes	[1954] 1 QB 292	England and Wales	Cited for the principle that a plaintiff could choose between expectation and reliance damages, but he could not have both.
Anglia Television Ltd v Reed	Not Available	Yes	[1972] 1 QB 60	England and Wales	Cited for the principle that the plaintiff could claim wasted expenditure (ie, reliance damages).
CCC Films (London) Ltd v Impact Quadrant Films Ltd	Not Available	Yes	[1985] QB 16	England and Wales	Cited for the view that a plaintiff has an unfettered option to claim reliance damages.
Commonwealth of Australia v Amann Aviation Pty	Not Available	Yes	(1991) 104 ALR 1	Australia	Cited for the proposition that there is a presumption that a plaintiff would not enter into a loss-making contract.
L Albert & Son v Armstrong Rubber Co	Not Available	Yes	178 F (2d) 182 (1949)	United States	Cited for the principle that it is a common expedient to put the peril of the answer upon that party who by his wrong has made the issue relevant to the rights of the other.
One Step (Support) Ltd v Morris-Garner	Not Available	Yes	[2019] AC 649	England and Wales	Cited for the principle that the court will have to select the method of measuring the loss which is the most apt in the circumstances to secure that the claimant is compensated for the loss which it has sustained.
Filobake Ltd v Rondo Ltd	Not Available	Yes	[2005] EWCA Civ 563	England and Wales	Cited for the principle that there are objections to allowing a plaintiff to hedge his bets at the outset of a suit.
Meetfresh Franchising Pty Ltd v Ivanman Pty Ltd	Court of Appeal of New South Wales	Yes	[2020] NSWCA 234	Australia	Cited for the view that the presumption mentioned in Amann allows a court to award reliance damages.
123 259 932 Pty Ltd v Cessnock City Council	Court of Appeal of New South Wales	Yes	[2023] NSWCA 21	Australia	Cited for the principle that reliance damages may be recovered regardless of whether it was impossible to prove expectation damages.
AC Daniels & Co Ltd v Jungwoo Logic (a firm)	High Court	Yes	[2000] Lexis Citation 1924	England and Wales	Cited for the principle that the court considered the evidence for both expectation and reliance damages, and awarded the latter for which the plaintiff had provided better and sufficient evidence as compared to the former.
TCL Industries (Malaysia) Sdn Bhd v ICC Chemical Corp	High Court	Yes	[2007] SGHC 211	Singapore	Cited for endorsing the CCC Films proposition.
PT Panasonic Gobel Indonesia v Stratech Systems Ltd	High Court	Yes	[2010] 3 SLR 1017	Singapore	Cited for endorsing the CCC Films proposition.
PT Panasonic Gobel Indonesia v Stratech Systems Ltd	High Court	Yes	[2009] 1 SLR(R) 470	Singapore	Cited for the principle that the plaintiff’s claim was one for damages to be assessed and not a claim for refund of payments made on the basis of a total failure of consideration.
Out of the Box Pte Ltd v Wanin Industries Pte Ltd	Not Available	Yes	[2012] 3 SLR 428	Singapore	Cited for the principle that a plaintiff should be entitled to recover his wasted expenditure to the extent that such expenses could be recouped if the contract had been performed.
Aero-Gate Pte Ltd v Engen Marine Engineering Pte Ltd	High Court	Yes	[2013] 4 SLR 409	Singapore	Cited for awarding reliance damages and citing with approval PT Panasonic 2010 and CCC Films.
Loh Chiang Tien and another v Saman Dharmatilleke	High Court	Yes	[2020] SGHC 45	Singapore	Cited for the principle that a plaintiff may claim reliance damages as an alternative measure of damages without elaboration.
Simran Bedi v Montgomery, Mark A	High Court	Yes	[2022] SGHC 67	Singapore	Cited for the principle that a plaintiff may claim reliance damages in the alternative.
Aquarius Corporation v Haribo Asia Pacific Pte Ltd and another appeal	High Court (Appellate Division)	Yes	[2022] SGHC(A) 39	Singapore	Cited for the principle that parties who fail to put forth evidence in support of their claim must let the chips lie where they have fallen.
Lee Tat Cheng v Maka GPS Technologies Pte Ltd	Court of Appeal	Yes	[2018] 1 SLR 856	Singapore	Cited for the principle that the appellate court is entitled to take into consideration decisions rendered after the judgment in question is on appeal.
Actavis UK Limited v Eli Lilly and Company	Supreme Court	Yes	[2017] UKSC 48	United Kingdom	Cited for the principles enunciated in the recent decision of the UK Supreme Court.
McRae v Commonwealth Disposals Commission	High Court of Australia	Yes	(1951) 84 CLR 377	Australia	Cited for the principle that reliance loss is usually awarded by the court where it is impossible to ascertain the expectation loss.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Condotel
Leaseback Agreement
Purchase Agreement
Reliance Damages
Expectation Damages
Repudiatory Breach
Transfer of Title
Nominee
Encumbrance

15.2 Keywords

Breach of Contract
Damages
Reliance Damages
Expectation Damages
Condominium
Singapore
Civil Appeal

17. Areas of Law

Area Name	Relevance Score
Contract Law	95
Breach of Contract	90
Damages	85
Reliance Damages	75
Expectation Damages	70
Misrepresentation	50
Litigation	30
Evidence	25

16. Subjects

Contract Law
Damages
Civil Procedure