Marchmont Pte Ltd v Campbell Hospitality Pte Ltd: Forfeiture, Lease Termination & Holding Over Dispute

In Marchmont Pte Ltd v Campbell Hospitality Pte Ltd, the High Court of Singapore addressed a dispute over the lease of a property. Marchmont, the landlord, sued Campbell, the tenant, for breaches of the tenancy agreement, seeking possession of the premises, damages, and double the value for holding over. The court, presided over by Justice Kwek Mean Luck, found in favor of Marchmont, granting possession of the premises and ordering damages to be assessed. The court dismissed most of Campbell's counterclaim, except for declarations that certain notices of breach were invalid.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for the claimant.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Marchmont sues Campbell for lease breaches, seeking possession and damages. The court found for Marchmont, ordering possession and damages.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Marchmont Pte LtdClaimantCorporationJudgment for the claimantWon
Campbell Hospitality Pte LtdDefendantCorporationCounterclaim dismissedLost
Fu YaoDefendantIndividualLiable under the Deed of GuaranteeLost
Wang CuirongDefendantIndividualLiable under the Deed of GuaranteeLost

3. Judges

Judge NameTitleDelivered Judgment
Kwek Mean LuckJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Darren Ng Zhen QiangTan Kok Quan Partnership
Gitta Priska AdelyaTan Kok Quan Partnership
Nayo LeongTan Kok Quan Partnership
Marina Chin Li YuenTan Kok Quan Partnership
Goh Aik Leng MarkVanillaLaw LLC
Ong Boon ChongVanillaLaw LLC

4. Facts

  1. Marchmont leased property to Campbell for hotel operation from August 1, 2021, to July 31, 2024.
  2. The Tenancy Agreement included clauses regarding occupancy limits and insurance requirements.
  3. Marchmont issued multiple notices of breach to Campbell for alleged violations of the Tenancy Agreement.
  4. Campbell failed to rectify the breaches related to insurance requirements.
  5. Marchmont served OC 492 on Campbell on 28 December 2022, containing a demand for possession.
  6. Campbell continued to make rental payments, which Marchmont accepted.
  7. Campbell maintained that it was not obliged to comply with the Occupancy Limit because Marchmont was estopped by representations made from its representatives.

5. Formal Citations

  1. Marchmont Pte Ltd v Campbell Hospitality Pte Ltd and others, Originating Claim No 492 of 2022, [2024] SGHC 108

6. Timeline

DateEvent
Tenancy Agreement entered into
Possession of the Premises handed over to Campbell
Tenancy commenced
Mr. Lawrence Leow informed of concerns about the Premises
Mr. Lawrence Leow visited the Premises
Representatives of Marchmont visited the Premises for an inspection
Deed of Guarantee executed
Private Investigation Report dated
Marchmont issued the first notice of breach (NOB 1) to Campbell
Joint inspection conducted
Marchmont issued a notice of termination (NOT 1) to Campbell
VLL responded to Marchmont on behalf of Campbell
Ms. Fu updated that max 2 pax per room completely fulfilled now
TKQP sent a letter to VLL asking for confirmation of compliance with cl 4(20)
Campbell provided initial insurance policy documents to Marchmont
Marchmont instructed TKQP to issue a notice of breach
VLL responded on behalf of Campbell
Marchmont requested copies of documents from Campbell
VLL sent a letter to TKQP
Campbell provided another set of insurance policies to Marchmont
Marchmont instructed TKQP to issue a notice of breach (NOB 2)
Campbell responded through VLL's letter
Marchmont further requested documents from Campbell
Campbell furnished various documents
TKQP issued a letter to VLL to request an inspection of the Premises
Joint inspection conducted
Marchmont instructed TKQP to issue another notice of breach (NOB 3)
Marchmont issued its second notice of termination (NOT 2)
Insurance policies with Tokio Marine procured
Marchmont filed OC 492
Statement of Claim (Amendment No. 1) dated
1st affidavit of evidence-in-chief of Ms Fu Yao dated
Defence and Counterclaim (Amendment No. 2) dated
Chronology of Undisputed Facts dated
Trial began
Defendants’ Closing Submissions dated
Claimant’s Closing Submissions dated
Claimant’s Reply Submissions dated
Judgment reserved

7. Legal Issues

  1. Validity of Notice of Breach
    • Outcome: The court found NOB 2 to be valid, but NOB 1 and NOB 3 to be invalid.
    • Category: Substantive
    • Sub-Issues:
      • Sufficiency of particulars
      • Reasonable time for rectification
      • Unremedied breaches
  2. Waiver of Right to Forfeiture
    • Outcome: The court found that Marchmont had waived its right to forfeiture until 28 December 2022.
    • Category: Substantive
  3. Relief from Forfeiture
    • Outcome: The court declined to grant relief from forfeiture.
    • Category: Substantive
  4. Holding Over
    • Outcome: The court found that Campbell was liable for double the value or rent for the period of holding over, starting from 29 December 2022.
    • Category: Substantive

8. Remedies Sought

  1. Possession of the Premises
  2. Damages for breach of contract
  3. Double the value for holding over
  4. Interest
  5. Costs on an indemnity basis

9. Cause of Actions

  • Breach of Contract
  • Forfeiture
  • Holding Over

10. Practice Areas

  • Commercial Litigation
  • Real Estate Law

11. Industries

  • Hospitality
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Oriental Investments (SH) Pte Ltd v CatallaHigh CourtYes[2013] 1 SLR 1182SingaporeCited for the principle that the exercise of a landlord’s right of forfeiture is heavily qualified.
Fletcher v NokesN/AYes[1897] 1 Ch 271N/ACited for the principle that a notice should enable the tenant to understand with reasonable certainty what it is which he is required to do.
Lee Tat Realty Pte Ltd v Limco Products Manufacturing Pte LtdHigh CourtYes[1998] 2 SLR(R) 258SingaporeCited for the proposition that the entire notice would be bad if any alleged breach failed to satisfy the requirement as to particulars.
Gregory v SerleN/AYes[1898] 1 Ch 652N/ACited for the principle that if any alleged breach fails to satisfy the requirement as to particulars, the whole notice would be bad.
Fox v JollyHouse of LordsYes[1916] 1 AC 1United KingdomCited for the principle that each alleged breach warranting forfeiture, and each statement in the notice dealing with each breach, must be taken by itself.
Matthews v SmallwoodN/AYes[1910] 1 Ch 777N/ACited for the main test of waiver, which is whether the lessor has done an act unequivocally recognising the subsistence of the lease with the knowledge of the circumstances from which the right of re-entry arises at the time when that act is performed.
Protax Co-operative Society Ltd v Toh Teng SengHigh CourtYes[2001] SGHC 84SingaporeCited for the principle that waiver is entirely a matter of law and not of the parties intention.
Horsey Estate Limited v Steiger and The Petrifite Company, LimitedN/AYes[1898] 2 QB 259N/ACited for the principle that what constitutes a reasonable time would depend on the circumstances and is a question of fact.
Bhojwani v Kingsley Investment Trust LtdN/AYes[1992] 39 EG 138N/ACited for the principle that generally, a period of three months is thought to be adequate but there are no hard-and-fast rules and all will depend upon what is required to be done.
Fico Sports Inc Pte Ltd v Thong Hup Gardens Pte LtdHigh CourtYes[2011] 1 SLR 40SingaporeCited for the principle that if a writ contains a demand for possession, service of it operates as a final election to determine the term.
Grimwood v MossN/AYes(1872) LR 7 CP 360N/ACited for the principle that the bringing of the action of ejectment is equivalent to the ancient entry.
Toleman v PortburyN/AYes(1872) LR 7 QB 344N/ACited for the proposition that if a landlord has already shown a final determination to take advantage of the forfeiture, no subsequent act will operate as a waiver.
Evans v EneverN/AYes[1920] 2 KB 315N/ACited for the proposition that if a landlord has already shown a final determination to take advantage of the forfeiture, no subsequent act will operate as a waiver.
Civil Service Co-operative Society v McGrigor's TrusteeN/AYes[1923] 2 Ch 347N/ACited for the proposition that if a landlord has already shown a final determination to take advantage of the forfeiture, no subsequent act will operate as a waiver.
Clarke v Grant and anotherN/AYes[1950] 1 KB 104N/ACited for the proposition that after a periodic tenancy had been determined by a notice to quit, the acceptance of rent cannot be used to establish that the landlord was agreeing to a new tenancy in the absence of evidence of any intention to create a new tenancy.
Pang Kau Chai @ Pang Hon Wah v Runway 80 Pte LtdDistrict CourtYes[2022] SGDC 152SingaporeCited for the proposition that the Deputy Registrar there merely declined to make a conclusive finding at the striking out stage, on affidavit evidence alone, as to whether a notice of termination could constitute final determination.
Expert Clothing Ltd v Hillgate House and anotherN/AYes[1986] Ch 340N/ACited for the proposition that in a case which does not involve acceptance of rent, the court is free to look at all the circumstances of the case to consider whether the acts relied on were so unequivocal, that when considered objectively, it could only be regarded as having been done consistently with the continued existence of a tenancy.
R v PaulsonPrivy CouncilYes[1921] 1 AC 271CanadaCited for the principle that the presence of a provision in a lease requiring waiver to be in expressed in writing, such as was the case there at 276, did not render inapplicable the established principle that acceptance of rental shows an election to treat the lease as subsisting and is an irrevocable election to do so.
Owendale Pty Ltd v AnthonyHigh Court of AustraliaYes(1967) 117 CLR 539AustraliaCited for the observation that Paulson appeared to proceed on the basis that the waiver provision there had no application to cases of waiver by receipt of rent and applied only to cases where the waiver relied on was by words alone.
Central Estates (Belgravia) Ltd v Woolgar (No 2)N/AYes[1972] 1 WLR 1048N/ACited for the rationale that the act of accepting rent constitutes an exercise of the landlord’s right of election to treat the lease as subsisting and that such an act of accepting rent speaks louder than the qualifying words of the landlord.
Lim Lay Sooi & anor v Merah Rubber Estates (1931) LtdCourt of Appeal of Federal MalaysiaYes[1951] MLJ 246MalaysiaCited for the principle that receipt of rent constituted waiver despite the landlord writing to qualify that the rent monies were received as damages for use and occupation of the lands.
Leivest International Pte Ltd v Top Ten Entertainment Pte LtdN/AYes[2006] 1 SLR 888SingaporeCited for the principle that where parties accept rent but qualify it with words to the effect that it is without prejudice to termination of the tenancy, the acceptance of rent constitutes conduct that speaks louder than the qualifying words.
Windmill Investments (London) Ltd v Milano Restaurant LtdN/AYes[1962] 2 QB 373N/ACited for the principle that the question is whether, as a matter of fact, the money was only accepted as damages, or whether it was tendered and accepted as rent.
Shiloh Spinners Ltd v HardingN/AYes[1973] AC 691N/ACited for the principle that wilful breaches should not, or at least should only in exceptional cases, be relieved against.
Lee Chuen Li and another v Singapore Island Country ClubN/AYes[1992] 2 SLR(R) 266SingaporeCited with approval Shiloh Spinners Ltd v Harding.
Pacific Rim Investments Pte Ltd v Lam Seng Tiong and anotherN/AYes[1995] 2 SLR(R) 643SingaporeCited with approval Shiloh Spinners Ltd v Harding.
Lee Wah Bank Ltd v Afro-Asia Shipping Co (Pte) LtdCourt of AppealYes[1992] 1 SLR(R) 740SingaporeCited for the definition of holding over.
Mount Elizabeth Health Centre Pte Ltd v Mount Elizabeth Hospital LtdHigh CourtYes[1992] 3 SLR(R) 155SingaporeCited for the legal definition of “hold over” as “to remain in occupation beyond the regular term”.
Wingcrown Investment Pte Ltd v Mannepalli Gayatri RamHigh CourtYes[2023] 5 SLR 583SingaporeCited for the principle that the defendant knew that the plaintiff had terminated the agreement and that he could no longer claim any right to remain in possession.
Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte LtdN/AYes[2014] 2 SLR 1342SingaporeCited for the principle that a lease creates a proprietary interest vested in the tenant.
BWG v BWFCourt of AppealYes[2020] 1 SLR 1296SingaporeCited for the doctrine of approbation and reprobation.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Civil Law Act 1909Singapore
Conveyancing and Law of Property Act 1886Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Tenancy Agreement
  • Notice of Breach
  • Notice of Termination
  • Forfeiture
  • Holding Over
  • Occupancy Limit
  • Insurance Requirements
  • Deed of Guarantee
  • Waiver
  • Relief from Forfeiture

15.2 Keywords

  • lease
  • tenancy
  • forfeiture
  • holding over
  • breach
  • contract
  • Singapore
  • property
  • rental
  • damages
  • possession

17. Areas of Law

Area NameRelevance Score
Landlord and Tenant Law95
Forfeiture of Lease80
Termination of Leases75
Waiver of Right to Forfeiture70
Breach of Tenant’s Covenants65
Breach of Contract60
Recovery of Possession55
Property Law50
Holding Over45
Double Rent40
Deed of Guarantee35
Civil Procedure30
Costs20

16. Subjects

  • Landlord and Tenant
  • Lease Agreement
  • Contract Law
  • Civil Procedure