Ng Guat Hua v Onestoneinvest: Rescission of Settlement Agreement & Reinstatement of Claim
In the Singapore High Court, Ng Guat Hua sued Onestoneinvest Pte Ltd, Simon Pang Yap Cherng, and Ng Say Kah over an oral agreement regarding a capital investment. After a settlement agreement was reached, Ng Guat Hua applied to rescind the agreement and reinstate her claim, while the defendants applied to strike out the original claim. Justice Lai Siu Chiu dismissed Ng Guat Hua's application and granted the defendants' application, enforcing the settlement agreement.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's application dismissed; Defendant's application granted.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Ng Guat Hua sued Onestoneinvest over an oral agreement. The court dismissed her application to rescind a settlement agreement and reinstate her claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ng Guat Hua | Plaintiff, Appellant | Individual | Application Dismissed | Lost | |
| Onestoneinvest Pte Ltd | Defendant, Respondent | Corporation | Application Granted | Won | |
| Simon Pang Yap Cherng | Defendant, Respondent | Individual | Application Granted | Won | |
| Ng Say Kah | Defendant, Respondent | Individual | Application Granted | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
4. Facts
- Ng Guat Hua invested $750,000 in Onestoneinvest Pte Ltd based on an oral agreement.
- The parties reached a settlement agreement during a trial before Justice Woo Bih Li.
- Ng Say Kah was to transfer 235 shares of Onestoneinvest to Ng Guat Hua.
- Ng Guat Hua sought to rescind the settlement, claiming a mistaken belief about her investment.
- The defendants argued the settlement was unconditional and binding.
- Ng Guat Hua requested due diligence documents, which were denied.
- The settlement agreement was drafted by lawyers and signed by the parties.
5. Formal Citations
- Ng Guat Hua v Onestoneinvest Pte Ltd and Others, Suit 146/2007, [2008] SGHC 156
6. Timeline
| Date | Event |
|---|---|
| Onestoneinvest Pte Ltd incorporated. | |
| Parties settled the claim and signed a settlement agreement. | |
| Consent order of court recorded. | |
| Plaintiff granted leave to file a notice of discontinuance. | |
| Solicitors for the third defendant requested the plaintiff to file the notice of discontinuance. | |
| Third defendant applied to strike out the plaintiff’s claim. | |
| Plaintiff applied for rescission of the settlement agreement. | |
| Affidavit filed by the plaintiff’s solicitor Helen Chia. | |
| Court dismissed the plaintiff’s application and granted the defendant’s application. |
7. Legal Issues
- Rescission of Settlement Agreement
- Outcome: The court held that the plaintiff's unilateral mistake was not sufficient to set aside the settlement agreement.
- Category: Substantive
- Sub-Issues:
- Mistake of fact
- Unilateral mistake
- Common mistake
- Enforcement of Settlement Agreement
- Outcome: The court enforced the settlement agreement, finding no valid grounds to prevent its implementation.
- Category: Substantive
8. Remedies Sought
- Rescission of Settlement Agreement
- Reinstatement of Claim
- Costs
9. Cause of Actions
- Breach of Contract
- Restitution
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ong & Co Pte Ltd v Ong Choon Huat Watson | High Court | Yes | [1994] 1 SLR 491 | Singapore | Cited regarding misapprehension of fact that goes to the root of the compromise. |
| Chai Chung Ching Chester v Diversey (Far East) Pte Ltd | High Court | Yes | [1991] SLR 769 | Singapore | Cited regarding settlement agreement being clear and unambiguous and in the absence of evidence of a common mistake, the court would not rectify the agreement. |
| Phuah Beng Chooi @ Koh Kim Kee & Ors v Koh Heng Jin @ Koh Heng Leong & Ors | High Court | Yes | [2007] 2 MLJ 458 | Malaysia | Cited regarding the court's inherent jurisdiction to vary, modify or even extend its own order so as to express its intention and meaning correctly in order to ensure that the purposes of justice are not defeated. |
| Tan Hock Keng v L&M Group Investments Ltd | High Court | Yes | [2001] 4 SLR 428 | Singapore | Cited regarding extrinsic matters that were inadmissible and which were to be excluded under s 96 of the Evidence Act. |
| Poh Soon Kiat v Hotel Ramada Nevada trading as Tropicana Resort & Casino | High Court | Yes | [1999] 4 SLR 391 | Singapore | Cited regarding it being incorrect to apply to a high court judge to set aside a consent order made by another judge of coordinate jurisdiction. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, Rev 1997 edn) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Settlement Agreement
- Rescission
- Due Diligence
- Shares Transfer
- Mistake of Fact
- Unilateral Mistake
- Consent Order
15.2 Keywords
- settlement agreement
- rescission
- shares
- investment
- mistake
- due diligence
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 80 |
| Breach of Contract | 70 |
| Mistake | 60 |
| Rescission | 60 |
| Company Law | 50 |
| Fraud and Deceit | 40 |
| Misrepresentation | 40 |
| Estoppel | 40 |
| Civil Procedure | 30 |
| Duty to Account | 20 |
16. Subjects
- Contract Law
- Settlement Agreements
- Civil Litigation