Phua Seng Hua v Kwee Seng Chio Peter
| Jurisdiction | England & Wales |
| Judge | Belinda Ang Saw Ean JAD,Woo Bih Li JAD,Quentin Loh JAD |
| Judgment Date | 14 March 2022 |
| Court | High Court |
| Docket Number | Civil Appeal No 74 of 2021 |
[2022] SGHC(A) 11
Belinda Ang Saw Ean JAD, Woo Bih Li JAD and Quentin Loh JAD
Civil Appeal No 74 of 2021
Appellate Division of the High Court
Contract — Remedies — Damages — Wrotham Park damages — Appellants arguing trial judge erred in failing to award damages based on decision in Wrotham Park Estate Co Ltd v Parkside Homes Ltd[1974] 1 WLR 798 (“Wrotham Park damages”) — Whether Wrotham Park damages warranted
Damages — Compensation and damages — Tort — Appellants arguing for compensatory damages and punitive damages — Whether compensatory damages and/or punitive damages warranted
Tort — Misrepresentation — Fraud and deceit — Respondents allegedly making representations pertaining to clubhouse which were false and/or which they knew they had no proper basis to make — Whether deceit established
Tort — Negligence — Duty of care — Appellants alleging respondents owed duty of care to provide timely, true and accurate information regarding redevelopment of clubhouse — Whether respondents owed duty of care
Held, dismissing the appeal:
Deceit
(1) In their Statement of Claim (“SOC”), the appellants failed to plead that the Size Representation arose from the 14 March Letter. In any event, although there was some mention in the SOC that the Size Representation was made at a dialogue session that the respondents had held with the Club's members in 2012, the court did not accept that such a representation was made at the dialogue session: at [11].
(2) Further, the appellants failed to prove that the respondents had not intended to provide a new clubhouse at 30SR. It was true that from 15 March 2013, when the option to purchase 30SR (the “OTP”) was granted to Oxley Gem, Exklusiv was no longer able to ensure that a new clubhouse would be redeveloped at 30SR. However, this did not necessarily mean that Exklusiv did not intend to procure such a clubhouse at 30SR for the members. The respondents were genuine about the intent to provide a new clubhouse at 30SR. This could not constitute deceit in the circumstances: at [12] to [14].
Negligence
(3) While the pleadings in the SOC in relation to negligence were vague, it was arguable whether this was fatal or was more of a case in which particulars ought to have been provided but the respondents did not seek the same: at [19].
(4) It was true that Exklusiv from time to time provided information to the members about the redevelopment at 30SR and that PK also appeared to accept in oral evidence that Exklusiv should do so. However, this did not necessarily mean that in law the respondents were obliged to provide timely, true and accurate information about the milestones of the redevelopment: at [26].
(5) In any event, the court did not agree that the respondents were obliged to disclose the Condition from the URA. This was a matter between the URA and Exklusiv. Indeed, the commercial reality was that if Exklusiv had disclosed the Condition to the members, it would have opened itself to pressure tactics of the members: at [27].
(6) As for the omission to inform members about the sale of 30SR, it was inaccurate for the appellants to say that Exklusiv informed them of the sale only in October 2017. By a letter dated 14 January 2014, Exklusiv informed members that it had completed the handover of 30SR to Oxley Gem. Even before 14 January 2014, it was likely that members were aware of the sale on or about 22 or 24 March 2013 because of newspaper reports of the sale: at [29] and [30].
Damages for tort and breach of contract
(7) There were many obstacles in the way of the claim for Wrotham Park damages, compensatory damages and punitive damages: at [38].
(8) First, the appellants failed to specifically plead their case for Wrotham Park damages for breach of contract. The SOC did not even mention the allegations which they relied on in the appeal for such damages. Such damages are “special damages” which were not presumed and were exceptional: at [39], [41], [43] and [44].
(9) Another reason why Wrotham Park damages ought to have been specifically pleaded was that the appellants did in fact proceed to adduce evidence in relation to the quantification of damages at the trial below: at [40].
(10) Secondly, for the tortious claims, the SOC did not assert that the date of breach or the date of loss was 15 March 2013, which the appellants were trying to allude to in the appeal: at [48].
(11) With regard to breach of contract, the SOC and appellants' opening statement for the trial specifically asserted that the date of breach was 27 October 2017. Hence, the Judge did not err in using 27 October 2017 as the date for breach of contract: at [49] to [51].
(12) The appellants had not intended to use 15 March 2013 as the date of breach initially. This was because they had not initially intended to argue that they would have applied for an injunction on or soon after 15 March 2013 to stop the sale of 30SR, whether in the context of their claim for breach of contract or in tort: at [52].
(13) Thirdly, for the quantum of damages for tort, the appellants said that they were not seeking Wrotham Park damages. However, the sum that they sought, ie, $14,500, was derived from a hypothetical bargain in the claim for Wrotham Park damages for breach of contract. The appellants did not show what the value of the alleged right to seek an injunction was in the absence of a hypothetical bargain: at [53].
(14) Fourthly, in so far as the appellants alleged that they would have sought an injunction to stop the sale of 30SR, this was putting their case too high whether for breach of contract or tort. There was no mention of seeking an injunction to stop the sale of 30SR in the SOC. Furthermore, the appellants had not shown on the evidence that they were thinking of any court action, let alone the seeking of an injunction at the material time, ie, from 15 March 2013: at [54] and [55].
(15) Fifthly, the appellants' proposed quantification of Wrotham Park damages blurred the distinction between personal contract rights and proprietary rights. By seeking to elevate their claim to a portion of the profits which Exklusiv was supposed to have made from the sale of 30SR, they were seeking to gain a share of an interest which rightly belonged to Exklusiv and not to them: at [58].
(16) Therefore, the appellants failed in their claim for $14,500 damages for each cause of action whether couched as Wrotham Park damages or as orthodox compensatory damages. The appellants were also denied punitive damages as this was not pleaded. In any case, deceit was not proved and even if the respondents were negligent, it did not come close to constituting such reprehensible conduct as would warrant the imposition of punitive damages: at [60].
JES International Holdings Ltd v Yang Shushan [2016] 3 SLR 193 (refd)
LighthouseCarrwood Ltd v Luckett [2007] EWHC 2866 (QB) (refd)
Noor Azlin bte Abdul Rahman v Changi General Hospital Pte Ltd [2022] 1 SLR 689 (folld)
Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655 (folld)
Wrotham Park Estate Co Ltd v Parkside Homes Ltd [1974] 1 WLR 798 (refd)
The Pines (“the Club”) initially had a clubhouse located at 30 Stevens Road Singapore (“30SR”). 30SR was owned by the second respondent, Exklusiv Resorts Pte Ltd (“Exklusiv”). The first respondent, Peter Kwee Seng Chio (“PK”), was a director and indirect shareholder of Exklusiv. The appellants claimed against the respondents for the tort of deceit, negligence and breach of contract with each of the Club's members (“Membership Contract”). The claim related to decisions by Exklusiv to redevelop 30SR, demolish the clubhouse at 30SR, sell 30SR to Oxley Gem Pte Ltd (“Oxley Gem”), amend the Club's rules to allow the relocation of the clubhouse and relocate the clubhouse to the premises of the Laguna National Golf & Country Club (“Laguna Club”).
On 30 June 2021, the trial judge (“the Judge”) issued his judgment (“Judgment”). He dismissed the claims under the tort of deceit and negligence. He allowed the claim for breach of implied terms of the Membership Contract. He awarded damages of $1,500 to each appellant as nominal damages because the value of the Club's membership had increased following its relocation to the Laguna Club. The appellants then appealed the dismissal of their claims in tort and the damages awarded for breach of contract. Pertinent aspects of the appellants' case on appeal were as follows.
The claim for deceit focused on Exklusiv's letter dated 14 March 2013 (“14 March Letter”) to the Club's members. The appellants alleged that the 14 March Letter contained various representations, including that a decision had been made by Exklusiv to comprehensively redevelop 30SR in order to provide a new clubhouse, and that the new clubhouse would be half its existing size (“Size Representation”). The crux of the deceit claim was that at the time of the 14 March Letter, the respondents knew that the representations were false and/or they knew they had no proper basis to make the representations.
Under the claim for negligence, the appellants alleged that the respondents owed a duty of care to provide timely, true and accurate information as regards the redevelopment of the clubhouse at 30SR and that the respondents had breached this duty. The alleged breaches of this duty included: (a) that the respondents had hidden a condition (“the Condition”) from the Club's members that had been imposed by the Urban Redevelopment Authority (“URA”) on Exklusiv; and (b) that the respondents had not informed members about the sale of 30SR and relocation to the Laguna Club until October 2017.
As for the quantum of damages for breach of contract, the appellants argued that the Judge erred in failing to award damages based on the decision in Wrotham Park Estate Co Ltd v Parkside Homes Ltd[1974] 1 WLR 798 (“Wrotham Park damages”). The appellants...
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