Tan Hong Joo v Full House Building Construction: Breach of Contract & Director's Reimbursement
In Tan Hong Joo v Full House Building Construction Pte Ltd, the Appellate Division of the High Court of Singapore heard an appeal regarding a settlement agreement. The dispute arose from an alleged breach of warranty concerning trade receivables and the reimbursement of legal fees to the directors. The court dismissed the appeal, finding that the reimbursement of legal fees was inconsistent with the settlement agreement and that the warranty regarding trade receivables was breached. The court ordered the appellants to pay $251,163.78 to Full House Building Construction Pte Ltd and $465,207.57 to Full House Building Construction Pte Ltd.
1. Case Overview
1.1 Court
Appellate Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal concerning a settlement agreement. The court addressed breach of warranty regarding trade receivables and reimbursement of director's legal fees.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Hong Joo | Appellant, Defendant, Plaintiff in counterclaim | Individual | Appeal Dismissed | Lost | Lee Kok Weng, Mark (Li Guorong), Sarah Yeo Qi Wei, Tan Han Ru, Amelia |
| Goh Siew Ling | Appellant, Defendant, Plaintiff in counterclaim | Individual | Appeal Dismissed | Lost | Lee Kok Weng, Mark (Li Guorong), Sarah Yeo Qi Wei, Tan Han Ru, Amelia |
| Ooi Chooi Teik | Appellant, Defendant, Plaintiff in counterclaim | Individual | Appeal Dismissed | Lost | Lee Kok Weng, Mark (Li Guorong), Sarah Yeo Qi Wei, Tan Han Ru, Amelia |
| Full House Building Construction Pte Ltd | Respondent, Plaintiff, Defendant in counterclaim | Corporation | Appeal upheld in part | Partial | Wong Thai Yong |
| Tan Hong Chian | Respondent, Defendant in counterclaim | Individual | Appeal upheld in part | Partial | Wong Thai Yong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge of the Appellate Division | No |
| Debbie Ong | Judge of the Appellate Division | No |
| Audrey Lim | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lee Kok Weng | WMH Law Corporation |
| Mark (Li Guorong) | WMH Law Corporation |
| Sarah Yeo Qi Wei | WMH Law Corporation |
| Tan Han Ru, Amelia | WMH Law Corporation |
| Wong Thai Yong | Wong Thai Yong LLC |
4. Facts
- Tan Hong Joo and Tan Hong Chian were equal shareholders and directors of Full House Building Construction Pte Ltd.
- Goh Siew Ling and Ooi Chooi Teik were later appointed as directors of Full House Building Construction Pte Ltd.
- A settlement agreement was signed to resolve disputes between the parties.
- The settlement agreement included a warranty that Full House Building Construction Pte Ltd's trade receivables were not less than $3.3 million.
- The appellants caused Full House Building Construction Pte Ltd to reimburse their legal fees.
- The actual trade receivables were less than $3.3 million.
- The trial judge allowed the reimbursement claim and the warranty claim.
5. Formal Citations
- Tan Hong Joo and othersvFull House Building Construction Pte Ltd and another, Civil Appeal No 56 of 2023, [2023] SGHC(A) 39
6. Timeline
| Date | Event |
|---|---|
| HC/OS 67/2016 filed | |
| Tan Hong Chian removed as director of Full House Building Construction Pte Ltd | |
| HC/S 895/2017 filed | |
| Date for warranty regarding trade receivables | |
| Settlement agreement signed | |
| HC/CWU 11/2018 filed | |
| Date of last reimbursement sum made by Full House Building Construction Pte Ltd to the Appellants | |
| Judgment delivered |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the Appellants breached the warranty regarding trade receivables.
- Category: Substantive
- Sub-Issues:
- Breach of warranty
- Interpretation of contractual terms
- Director's Reimbursement
- Outcome: The court found that the reimbursement of legal fees was inconsistent with the settlement agreement.
- Category: Substantive
- Sub-Issues:
- Indemnification of directors
- Ultra vires acts
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of Warranty
10. Practice Areas
- Commercial Litigation
- Construction Law
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Grains and Industrial Products Trading Pte Ltd v Bank of India and another | High Court | Yes | [2016] 3 SLR 1308 | Singapore | Cited regarding the accrual of a cause of action and being kept out of pocket. |
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
- Settlement Agreement
- Trade Receivables
- Warranty
- Director's Reimbursement
- Indemnification
- Ultra Vires
- Management Decision
15.2 Keywords
- Settlement Agreement
- Breach of Contract
- Director's Reimbursement
- Trade Receivables
- Construction Dispute
16. Subjects
- Contract Law
- Construction Law
- Corporate Law
17. Areas of Law
- Contract Law
- Construction Law
- Civil Procedure