Royal & Sons v Hotel Calmo: Forfeiture of Lease for Breach of Covenant

Royal & Sons Organisation Pte Ltd, the Claimant, sought forfeiture of its lease with Hotel Calmo Chinatown Pte Ltd, the Defendant, in the General Division of the High Court of Singapore. The claim was based on breaches of the tenancy agreement, including unauthorized use of the premises by a third party. Kwek Mean Luck J allowed the claim for forfeiture and double rent, finding that Calmo had breached the tenancy agreement by allowing MoNo Foods to use the lobby of the premises. Calmo's counterclaim for elevator maintenance and repair costs was dismissed.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for Claimant

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Royal & Sons Organisation sought forfeiture of lease against Hotel Calmo for breaches, including unauthorized use of premises. The court allowed the claim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Royal & Sons Organisation Pte LtdClaimantCorporationJudgment for ClaimantWon
Hotel Calmo Chinatown Pte LtdDefendantCorporationCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Kwek Mean LuckJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Jaikanth ShankarDavinder Singh Chambers LLC
Waverly Seong Hall EeDavinder Singh Chambers LLC
Tan Ruo YuDavinder Singh Chambers LLC
Tanmanjit Singh Sidhu s/o Karam Jeet SinghDavinder Singh Chambers LLC
Ng Lip ChihFoo & Quek LLC
Ho Kin OnnFoo & Quek LLC
Tan Jinwen Mark (Chen Jinwen)Foo & Quek LLC

4. Facts

  1. Royal leased the premises to Calmo for a term of six years.
  2. Calmo allowed MoNo Foods to use the lobby of the premises for storage and sale of food items without Royal's consent.
  3. Royal issued a Cure Notice to Calmo to remedy defects in the premises.
  4. Royal claimed Calmo's aggregate conduct constituted a repudiatory breach of the Tenancy Agreement.
  5. Royal sought forfeiture of the lease and double rent from Calmo.
  6. Calmo remained in possession of the premises after Royal sought forfeiture.
  7. Royal informed Calmo that it would continue to accept payments from Calmo, to account for its liability to Royal for double rent and/or double value and/or damages for trespass.

5. Formal Citations

  1. Royal & Sons Organisation Pte Ltd v Hotel Calmo Chinatown Pte Ltd, Originating Claim No 216 of 2023, [2024] SGHC 248

6. Timeline

DateEvent
Calmo sent Royal a brochure about the Hotels under Calmo
Royal and Calmo entered into an Agreement to Lease
Royal and Calmo entered into a Tenancy Agreement
Ivy visited the Premises on an impromptu basis
Josh conducted a walk around at the Premises
Representatives of Royal and Calmo met
Royal wrote to Calmo, to give Calmo the Cure Notice
Foo & Quek wrote to Royal to say that Calmo had rectified the defects highlighted in the photographs
Royal gave Calmo notice that under cl 4(1) of the Tenancy Agreement, Royal was entitled to re-enter the Premises
Royal gave Calmo notice to vacate the Premises by 23 December 2022
Calmo denied that it breached the Agreement to Lease and Tenancy Agreement
Royal discovered that between 3 November 2022 and 3 February 2023, Calmo allowed MoNo Foods to occupy and use the Premises
Royal gave Calmo notice of the MoNo activity and stated that it accepted Calmo’s wrongful repudiation of the Agreement to Lease and Tenancy Agreement
F&Q replied, stating among other things, that MoNo did not inform or seek Calmo’s consent for its activities at the Premises
Royal commenced OC 216, seeking forfeiture of the lease and double rent
Royal and Calmo conducted a joint inspection of the Premises
Judgment reserved

7. Legal Issues

  1. Breach of Tenant's Covenants
    • Outcome: The court found that the tenant breached the covenant against unauthorized use of the premises.
    • Category: Substantive
    • Sub-Issues:
      • Unauthorized subletting
      • Failure to maintain premises
      • Failure to notify landlord of damage
  2. Forfeiture of Lease
    • Outcome: The court allowed the forfeiture of the lease due to the tenant's breach of covenant.
    • Category: Substantive
    • Sub-Issues:
      • Requirements under s 18(1) of the Conveyancing and Law of Property Act
      • Repudiatory breach of the tenancy agreement
  3. Recovery of Possession
    • Outcome: The court ordered the tenant to pay double rent for the period of holding over.
    • Category: Substantive
    • Sub-Issues:
      • Holding over
      • Double rent chargeable for duration of holding over

8. Remedies Sought

  1. Forfeiture of Lease
  2. Double Rent
  3. Possession of Premises

9. Cause of Actions

  • Breach of Contract
  • Forfeiture of Lease
  • Recovery of Possession

10. Practice Areas

  • Commercial Litigation
  • Property Law

11. Industries

  • Hospitality
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Akici v LR Butlin LtdEnglish Court of AppealYes[2005] EWCA Civ 1296England and WalesCited to define parting with or sharing possession of premises, but distinguished on the facts.
Scala House & District Property Co. Ltd. v Forbes and othersQueen's BenchYes[1974] QB 575England and WalesCited for the principle that a breach of a covenant not to assign, sublet or part with possession is incapable of remedy.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appealCourt of AppealYes[2007] 4 SLR(R) 413SingaporeCited for the scenarios where there is a repudiatory breach of a contract.
Marchmont Pte Ltd v Campbell Hospitality Pte Ltd and othersHigh CourtYes[2024] SGHC 108SingaporeCited regarding waiver of breach and acceptance of rent.
Fico Sports Inc Pte Ltd v Thong Hup Gardens Pte LtdHigh CourtYes[2011] 1 SLR 40SingaporeCited for the principle that the question is whether it was rent that was demanded and paid, or if it was damages for trespass that was demanded and paid.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherSingapore Court of AppealYes[2015] 5 SLR 1422SingaporeCited for the principle that a defence which has not been pleaded, cannot be relied upon.
Ser Kim Koi v GTMS Construction Pte Ltd and others and another appealSingapore Court of AppealYes[2023] 1 SLR 1097SingaporeCited for the principle that a defence which has not been pleaded, cannot be relied upon.
Lam Kee Ying Sdn Bhd v Lam Shes TongPrivy CouncilYes[1975] AC 247MalaysiaCited for the principle that the question of whether there has been a parting with possession in any particular case must depend on all the facts and circumstances of that case.
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 appealsSingapore Court of AppealYes[2020] 1 SLR 133SingaporeCited for the principle that in choosing between conflicting expert evidence, the court will have regard to their consistency, logic and coherence, with a powerful focus on the objective evidence.
Chiu Teng Construction Co Pte Ltd v The Hartford Insurance Company (Singapore) Ltd (formerly known as The People’s Insurance Co Ltd)High CourtYes[2001] SGHC 119SingaporeCited for the definition of structure.
Management Corporation Strata Title Plan No 367 v Lee Siew Yuen and anotherHigh CourtYes[2014] 4 SLR 445SingaporeCited for the definition of structure.
Stradzins, in the matter of DNPW Pty Ltd (subject to DOCA) CAN 107 484 711 v Birch Carroll and Coyle LtdFederal Court of AustraliaYes[2009] FCA 731AustraliaCited regarding equitable relief from forfeiture.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Conveyancing and Law of Property Act 1886Singapore
Civil Law Act 1909Singapore
Building Maintenance and Strata Management (Lift, Escalator and Building Maintenance) Regulations 2016Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Forfeiture
  • Tenancy Agreement
  • Covenant
  • Breach
  • Subletting
  • Repudiation
  • Double Rent
  • Holding Over
  • Cure Notice
  • MoNo Foods

15.2 Keywords

  • lease
  • forfeiture
  • tenant
  • landlord
  • covenant
  • breach
  • double rent
  • possession

17. Areas of Law

Area NameRelevance Score
Landlord and Tenant Law95
Land Law90
Tenancy Agreement90
Forfeiture of Lease85
Double Rent70
Breach of Contract60
Contracts60
Contractual terms50
Waiver40
Illegality and public policy30
Costs20

16. Subjects

  • Landlord and Tenant
  • Property Law
  • Contract Law