Hu Lee Impex v Lim Aik Seng: Enforceability of Oral Agreement for Shop Unit Tenancy Assignment
Hu Lee Impex Pte Ltd sued Lim Aik Seng, trading as Tong Seng Vegetable Trading, in the High Court of Singapore on 26 July 2013, seeking an order for the defendant to assign the tenancy of a shop unit based on alleged oral agreements from 2006 and 2011. The court, presided over by Andrew Ang J, dismissed the plaintiff's claim, holding that the oral agreements were unenforceable under Section 6(d) of the Civil Law Act and that the plaintiff failed to prove the existence of the agreements on a balance of probabilities. The claim was for breach of contract.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Hu Lee Impex sued Lim Aik Seng to enforce an oral agreement for the assignment of a shop unit tenancy. The court dismissed the claim, finding the agreement unenforceable under s 6(d) of the Civil Law Act.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hu Lee Impex Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | |
| Lim Aik Seng (trading as Tong Seng Vegetable Trading) | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang J | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Wong Tze Roy | Goh JP & Wong |
| Chow Weng Weng | Chow Ng Partnership |
4. Facts
- The plaintiff sought an order that the defendant assigns the tenancy of a shop unit.
- The plaintiff and defendant are wholesalers dealing with fruits and vegetables.
- The plaintiff assigned the tenancy of the Shop Unit to TSVT in 2006.
- The plaintiff alleged that the Shop Unit was assigned pursuant to a specific oral agreement.
- The defendant denied that there was any oral agreement.
- The plaintiff alleged another oral agreement was concluded at a meeting in May 2011.
- The defendant denied that there was any such agreement in 2011.
5. Formal Citations
- Hu Lee Impex Pte Ltd v Lim Aik Seng (trading as Tong Seng Vegetable Trading), Suit No 190 of 2012, [2013] SGHC 142
6. Timeline
| Date | Event |
|---|---|
| Plaintiff carried on part of its wholesale business at the Shop Unit. | |
| Defendant and the deceased registered Tong Seng Vegetable Trading as a business name for their partnership. | |
| Plaintiff had a tenancy agreement with the HDB. | |
| Plaintiff allegedly entered into the 2006 Agreement with the deceased or TSVT. | |
| TSVT entered into a tenancy agreement with HDB for the Shop Unit. | |
| The May 2011 Meeting was held at the deceased’s home. | |
| The deceased passed away. | |
| Plaintiff sent a letter of demand objecting to Choi and Wong’s participation in the defendant’s business. | |
| Suit No 190 of 2012 filed. | |
| Transcript date. | |
| Judgment reserved. |
7. Legal Issues
- Enforceability of Oral Agreement
- Outcome: The court held that the oral agreements were unenforceable due to non-compliance with Section 6(d) of the Civil Law Act and that the doctrine of part performance did not apply.
- Category: Substantive
- Sub-Issues:
- Requirements of Section 6(d) of the Civil Law Act
- Doctrine of Part Performance
- Part Performance
- Outcome: The court held that the acts relied upon by the plaintiff did not unequivocally refer to the purported oral agreements, and thus the doctrine of part performance did not apply.
- Category: Substantive
- Sub-Issues:
- Unequivocal Referability of Acts
- Reliance on Oral Contract
8. Remedies Sought
- Order for Assignment of Tenancy
- Specific Performance
9. Cause of Actions
- Breach of Contract
- Enforcement of Oral Agreement
10. Practice Areas
- Commercial Litigation
11. Industries
- Wholesale
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Joseph Mathew v Singh Chiranjeev | Court of Appeal | Yes | [2010] 1 SLR 338 | Singapore | Cited to support the argument that Section 6(d) of the Civil Law Act applies to an option to purchase because such an option creates an equitable interest in the land and that part performance is an exception to the requirements under s 6(d). |
| Cathay Theatres Pte Ltd v LKM Investment Holdings Pte Ltd | High Court | Yes | [1998] 1 SLR(R) 234 | Singapore | Cited to define 'interesse termini' as a proprietary interest of a person entitled to the assignment of the tenancy at a future date. |
| Choong Wai Phwee (Trustees of Cheng Liam Um Vegetarian Temple) v Chileon Pte Ltd | High Court | Yes | [2000] 2 SLR(R) 637 | Singapore | Cited for the distinction between a contract, which creates rights in personam, and a conveyance, which creates rights in rem, but the court found such distinction irrelevant. |
| Elizabeth Maddison v John Alderson | House of Lords | Yes | (1883) 8 App Cas 467 | England | Cited for the principle that acts relied upon as part performance must unequivocally point towards the existence of a contract fitting the description of the oral contract alleged to exist. |
| Steadman v Steadman | House of Lords | Yes | [1976] AC 536 | England | Cited as a contrasting case to Maddison, embodying a more liberal approach to part performance, but ultimately not followed by the court. |
| Actionstrength Ltd (t/a Vital Resources) v International Glass Engineering IN.GL.EN SpA | House of Lords | Yes | [2003] 2 AC 541 | England | Cited to support the argument that part performance was introduced very soon after the 1677 UK Act. |
| Midlink Development Pte Ltd v The Stansfield Group Pte Ltd | High Court | Yes | [2004] 4 SLR(R) 258 | Singapore | Cited as a case that does not assist in determining the standard required for part performance as the distinction between Maddison and Steadman was not raised before the court. |
| Khoo Keat Lock v Haji Yusop | Straits Settlements Court of Appeal | Yes | [1929] SSLR 210 | Singapore | Cited as a case of limited assistance because the court did not unanimously adopt the standard in Maddison and the case predates Steadman. |
| Yaxley v Gotts and Another | English Court of Appeal | Yes | [2000] Ch 162 | England | Cited to support the argument that any agreement not complying with the formal requirements of s 2 of the Law of Property (Miscellaneous Provisions) Act 1989 is void and that the doctrine of part performance did not survive the introduction of s 2 of the Law of Property (Miscellaneous Provisions) Act 1989. |
| In re H and others (Minors) (Sexual abuse: standard of proof) | N/A | Yes | [1996] AC 563 | N/A | Cited with regard to the standard of proof. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
| Law of Property Act 1925 (Chapter 20, 15 and 16 Geo 5) | England |
| Law of Property (Miscellaneous Provisions) Act 1989 (Chapter 34) | England |
| Rules of Court (Cap 322, R5, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Shop Unit
- Tenancy Agreement
- Oral Agreement
- Assignment
- Part Performance
- Section 6(d)
- Civil Law Act
- Reassignment
- Wholesale Business
- HDB
15.2 Keywords
- oral agreement
- tenancy
- assignment
- shop unit
- part performance
- immovable property
- Civil Law Act
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 85 |
| Oral agreements | 75 |
| Assignment of Tenancy | 65 |
| Property Law | 60 |
| Part Performance | 50 |
| Civil Procedure | 40 |
| Estoppel | 30 |
16. Subjects
- Contract Law
- Property Law
- Civil Litigation