Indian Trading Pte. Ltd. v De Tian (AMK 529) Pte Ltd: Conversion of Originating Application

In Indian Trading Pte. Ltd. v De Tian (AMK 529) Pte Ltd, the General Division of the High Court of Singapore heard an application by Indian Trading Pte. Ltd. to convert Originating Application No 7 of 2023 into an originating claim. The court, presided over by AR Randeep Singh Koonar, allowed the application on 17 March 2023, with full grounds delivered on 26 April 2023, finding that there were material facts in dispute regarding the validity of the tenancy agreement and the claimant's knowledge of the change in landlord. The underlying claim involves a dispute over the exercise of an option to renew a tenancy agreement.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Application for conversion allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court allowed Indian Trading's application to convert its originating application to an originating claim, finding material facts in dispute regarding the tenancy agreement.

1.7 Decision Date

25 April 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
INDIAN TRADING PTE. LTD.	Claimant	Corporation	Application for conversion allowed	Won	Azeera Ali of I.R.B Law LLP
DE TIAN (AMK 529) PTE LTD	Defendant	Corporation	Application for conversion allowed	Lost	Andy Chiok Beng Piow of AM Legal LLC

3. Judges

Judge Name	Title	Delivered Judgment
Randeep Singh Koonar	Assistant Registrar	Yes

4. Counsels

Counsel Name	Organization
Azeera Ali	I.R.B Law LLP
Andy Chiok Beng Piow	AM Legal LLC

4. Facts

Claimant entered a tenancy agreement with 529 Investments on 16 January 2020.
The Tenancy Agreement was for a fixed term of 36 months, commencing on 7 January 2020.
Claimant was granted an option to renew the Tenancy Agreement for a further 36 months.
Defendant entered negotiations with 529 Investments to purchase the Premises in September 2021.
Completion of the sale of the Premises took place on 1 August 2022.
Claimant claims to have sent a Notice of Renewal to 529 Investments on 2 September 2022.
Defendant took possession of the Premises on 7 January 2023.

5. Formal Citations

Indian Trading Pte. Ltd. v De Tian (AMK 529) Pte Ltd, Originating Application No 7 of 2023 (Summons No 525 of 2023), [2023] SGHCR 3

6. Timeline

Date	Event
2020-01-07	Tenancy Agreement commenced.
2021-09-01	Defendant entered negotiations to purchase the Premises.
2021-09-24	Agreement reached for purchase of the Premises.
2022-08-01	Completion of sale of the Premises.
2022-08-15	Defendant's solicitors sent a Letter of Demand to the Claimant.
2022-08-15	Claimant paid rent directly to the Defendant.
2022-09-02	Claimant gave written notice to 529 Investments to exercise the Option to Renew.
2022-10-14	Meeting held at the Premises.
2022-11-15	Defendant's solicitors informed the Claimant that the Tenancy Agreement would expire on 6 January 2023.
2022-11-19	Karim wrote to express dissatisfaction with the Defendant’s decision not to extend the Tenancy Agreement.
2022-12-06	Defendant's solicitors reiterated that the Defendant was exercising its rights under the Tenancy Agreement.
2022-12-14	Claimant's solicitors asserted that the Claimant had validly exercised the Option to Renew.
2022-12-15	Defendant's solicitors disputed the contents of Claimant's solicitor's letter.
2023-01-05	Claimant commenced OA 7.
2023-01-07	Defendant entered the Premises and took possession of it.
2023-02-28	Claimant filed SUM 525 to convert OA 7 into an originating claim.
2023-03-17	Court allowed the application to convert OA 7 into an originating claim.
2023-04-26	Full grounds of decision delivered.

7. Legal Issues

Conversion of Originating Application to Originating Claim
- Outcome: The court allowed the conversion, finding that material facts were in dispute and could not be determined summarily.
- Category: Procedural
- Sub-Issues:
  - Disputes of material facts
  - Appropriateness of summary determination
- Related Cases:
  - [2011] 4 SLR 777
  - [2016] 3 SLR 329
  - [2012] 2 SLR 713
  - [2019] SGHC 256
  - [1998] 3 SLR(R) 369
  - [1999] 3 SLR(R) 959
  - [2011] 4 SLR 699
  - [2021] 5 SLR 1202
  - [2022] 1 SLR 671
  - [2016] 4 SLR 1336
Validity of Option to Renew
- Outcome: The court did not make a final determination on this issue, as it was the subject of the originating claim.
- Category: Substantive
- Sub-Issues:
  - Notice of renewal served on wrong landlord
  - Knowledge of change in landlord
  - Authority of representative

8. Remedies Sought

Specific Performance of the Tenancy Agreement
Damages
Declarations

9. Cause of Actions

Specific Performance
Breach of Contract

10. Practice Areas

Litigation

11. Industries

Real Estate
Food and Beverage

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Woon Brothers Investments Pte Ltd v Management Corporation Strata Title Plan No 461 and others	High Court	Yes	[2011] 4 SLR 777	Singapore	Cited for the principle that a substantial dispute of fact must be likely to arise for the court to exercise its discretion to convert an originating summons.
TDA v TCZ and others	High Court	Yes	[2016] 3 SLR 329	Singapore	Cited for the principle that disputes of fact must concern the facts themselves and be relevant to the case.
Rainforest Trading Ltd v State Bank of India Singapore	Court of Appeal	Yes	[2012] 2 SLR 713	Singapore	Cited for the principle that disputes of fact must be accompanied by a credible matrix of facts.
The Ngee Ann Kongsi v Teochew Poit Ip Huay Kuan	High Court	Yes	[2019] SGHC 256	Singapore	Cited for relevant considerations in determining whether it is more appropriate for proceedings to continue as a writ action.
LS Investment Pte Ltd v Majlis Ugama Islam Singapura	High Court	Yes	[1998] 3 SLR(R) 369	Singapore	Cited for the principle that a party who fails to apply for conversion in a timely manner may be taken to have elected to forego the opportunity to apply for conversion.
Haco Far East Pte Ltd v Ong Heh Lai Francis	High Court	Yes	[1999] 3 SLR(R) 959	Singapore	Cited for the principle that a party who fails to apply for conversion in a timely manner may be taken to have elected to forego the opportunity to apply for conversion.
State Bank of India Singapore v Rainforest Trading Ltd and another	High Court	Yes	[2011] 4 SLR 699	Singapore	Cited for the principle that the merits of a claim are relevant in a conversion application.
DBS Bank Ltd v Lam Yee Shen and another	High Court	Yes	[2021] 5 SLR 1202	Singapore	Cited for applying summary judgment principles to determine whether an application should be summarily determined.
Lam Yee Shen v DBS Bank Ltd	Appellate Division of the High Court	Yes	[2022] 1 SLR 671	Singapore	Cited for agreeing with the High Court's reasons in DBS Bank Ltd v Lam Yee Shen and another [2021] 5 SLR 1202.
Jiangsu Overseas Group Co Ltd v Concord Energy Pte Ltd and another matter	High Court	Yes	[2016] 4 SLR 1336	Singapore	Cited for the principle that there must be good reasons beyond the existence of factual disputes to allow oral evidence and cross examination.

13. Applicable Rules

Rule Name
Order 15 Rule 7(6)(c) of the Rules of Court 2021
Order 6 Rule 1 of the Rules of Court 2021
Order 28 Rule 8(1) of the Rules of Court 2014
Order 5 Rules 1 to 4 of the Rules of Court 2014
Order 3 Rule 1(2) of the Rules of Court 2021

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court 2021	Singapore
Rules of Court (Cap 322, R5, 2014 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Originating Application
Originating Claim
Conversion
Tenancy Agreement
Option to Renew
Material Facts
Summary Determination
Triable Issue

15.2 Keywords

Originating Application
Originating Claim
Conversion
Tenancy Agreement
Landlord
Tenant
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Landlord and Tenant Law	90
Agreements for leases	80
Civil Practice	70
Originating processes	60
Breach of Contract	50
Contract Law	50

16. Subjects

Civil Procedure
Conversion of Originating Application
Tenancy Agreement Dispute