Ong Han Nam v Borneo Ventures: Damages Assessment for Breach of Land Warranty

In a civil appeal before the Appellate Division of the High Court of Singapore, Ong Han Nam appealed against the assessment of damages awarded to Borneo Ventures Pte Ltd for breach of a land warranty. The court, comprising Woo Bih Li JAD and Aedit Abdullah J, found that the lower court had misapplied the directions of the Court of Appeal regarding the calculation of damages. The court reassessed the damages based on the fair market value of the land at the time of purchase, ultimately reducing the amount payable by Ong Han Nam to RM 1,830,376 with interest from 26 March 2014. The parties were ordered to bear their own costs for the proceedings.

1. Case Overview

1.1 Court

Appellate Division of the High Court of the Republic of Singapore

1.2 Outcome

Appeal allowed in part; damages reassessed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding damages for breach of land warranty. The court determined damages based on the fair market value at the time of purchase.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ong Han NamAppellant, DefendantIndividualAppeal allowed in partPartial
Borneo Ventures Pte. Ltd.Respondent, PlaintiffCorporationDamages awardedPartial

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudge of the Appellate DivisionNo
Aedit AbdullahJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Poon Pui YeeHarry Elias Partnership LLP
Lem Jit Min AndyHarry Elias Partnership LLP
Cherrilynn ChiaHarry Elias Partnership LLP
Teh Guek Ngor Engelin SCEngelin Teh Practice LLC
Yeo Yian Hui MarkEngelin Teh Practice LLC
Charmaine LimEngelin Teh Practice LLC

4. Facts

  1. Appellant sold 77.5% shares of Sutera Harbour Group Sdn Bhd to Respondent.
  2. The sale included a land warranty stating SHGCC owned the Sembulan Land.
  3. Prior to the sale, a portion of the Sembulan Land was transferred to OBSB.
  4. The transfer was not disclosed to the Respondent.
  5. Respondent sued for breach of warranty.
  6. Court of Appeal found a breach of the land warranty.
  7. The court determined damages based on the fair market value of the Subject Land at the time of purchase.

5. Formal Citations

  1. Ong Han Nam v Borneo Ventures Pte Ltd, Civil Appeal No 60 of 2022, [2023] SGHC(A) 30

6. Timeline

DateEvent
Subscription Agreement signed
Sale and purchase agreement between SHGCC and OBSB
Acquisition completed
Suit No 1268 of 2016 filed
Judge allowed the Respondent’s claim
Court of Appeal found that the Appellant was liable for breach of only the Land Warranty
Assessment of damages hearing
Judgment reserved
Judgment delivered

7. Legal Issues

  1. Breach of Land Warranty
    • Outcome: The court found the Appellant liable for breach of the Land Warranty.
    • Category: Substantive
    • Related Cases:
      • [2021] 1 SLR 1248
  2. Assessment of Damages
    • Outcome: The court reassessed the damages based on the fair market value of the Subject Land at the time of purchase.
    • Category: Procedural
    • Related Cases:
      • [2021] 1 SLR 1248

8. Remedies Sought

  1. Monetary Damages
  2. Injunction

9. Cause of Actions

  • Breach of Contract
  • Breach of Warranty

10. Practice Areas

  • Commercial Litigation
  • Appeals

11. Industries

  • Real Estate
  • Hospitality

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Ong Han Nam v Borneo Ventures Pte LtdCourt of AppealYes[2021] 1 SLR 1248SingaporeEstablished the parameters for determining the quantum of damages in the case.
Borneo Ventures Pte Ltd v Ong Han NamHigh CourtYes[2020] SGHC 91SingaporeThe Judge allowed the Respondent’s claim.
Borneo Ventures Pte Ltd v Ong Han NamHigh CourtYes[2022] SGHC 162SingaporeThe Judge held that damages due to the Respondent should be assessed at the completion date of the SA: 26 March 2014.
CSDS Aircraft Sales & Leasing Inc v Singapore Airlines LimitedCourt of AppealYes[2023] SGCA(I) 5SingaporeThe court’s determination as to whether it should accept parts of an expert’s evidence is guided by considerations of consistency, logic and coherence
Armstrong, Carol Ann (executrix of the estate of Peter Traynor, deceased, and on behalf of the dependents of Peter Traynor, deceased) v Quest Laboratories Pte Ltd and another and other appealsCourt of AppealYes[2020] 1 SLR 133SingaporeThe court’s determination as to whether it should accept parts of an expert’s evidence is guided by considerations of consistency, logic and coherence – and this requires a scrutiny of the expert’s methodology and the objective facts which he relied on to arrive at his opinion
Abhilash s/o Kunchian Krishnan v Yeo Hock Huat and anotherHigh CourtYes[2019] 1 SLR 873SingaporeEvidence of a genuine third-party offer to acquire an asset, made at arm’s length, and which is not speculative or conditional should be taken into account when determining fair market value
Lim Chong Poon v Chiang Sing JeongCourt of AppealYes[2020] SGCA 27SingaporeEvidence of a genuine third-party offer to acquire an asset, made at arm’s length, and which is not speculative or conditional should be taken into account when determining fair market value
Kiri Industries Ltd v Senda International Capital Ltd and anotherSingapore International Commercial CourtYes[2023] 3 SLR 140SingaporeThe SICC rejected certain assumptions made by the expert in her valuation report on the value of a production licence as those assumptions did not square with the factual matrix and there was no evidential basis to support them.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Supreme Court of Judicature Act 1969Singapore
Rules of Court 2021Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Land Warranty
  • Sembulan Land
  • Subject Land
  • Fair Market Value
  • Acquisition Price
  • Subscription Agreement
  • Damages Assessment

15.2 Keywords

  • land warranty
  • damages
  • valuation
  • breach of contract
  • real estate
  • singapore
  • appeal

17. Areas of Law

Area NameRelevance Score
Damages Assessment75
Contract Law60
Appellate Practice50
Civil Procedure40
Estoppel25
Company Law20

16. Subjects

  • Contract Law
  • Real Estate
  • Damages