Loh Chiang Tien v Saman Dharmatilleke: Breach of Contract, Frustration, and Action in Debt Dispute
In Loh Chiang Tien and another v Saman Dharmatilleke, the Singapore High Court addressed claims arising from dealings between the plaintiffs and the defendant, a shareholder and director of Innovative Nano Systems Pte Ltd (INS). The plaintiffs sought to recover funds under three claims: the Share Agreement Claim, the Repayment Claim, and the Exhibition Claim. The court, presided over by Justice Vinodh Coomaraswamy, dismissed the Share Agreement Claim and the Exhibition Claim but allowed the Repayment Claim, finding the defendant liable for the outstanding loans.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Share Agreement Claim and Exhibition Claim dismissed; Repayment Claim allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving claims for breach of contract, frustration, and debt. The court dismissed the Share Agreement and Exhibition Claims but allowed the Repayment Claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Loh Chiang Tien | Plaintiff | Individual | Repayment Claim Allowed | Partial | |
| Loh Yong Lim | Plaintiff | Individual | Share Agreement Claim and Exhibition Claim Dismissed; Repayment Claim Allowed | Partial | |
| Saman Dharmatilleke | Defendant | Individual | Share Agreement Claim and Exhibition Claim Dismissed; Repayment Claim Allowed | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Yun Heng | KSCGP Juris LLP |
| P Padman | KSCGP Juris LLP |
| Ravana Sivanathan Wijaya | R. S. Wijaya & Co |
4. Facts
- The plaintiffs and the defendant had a series of dealings between March 2011 and January 2012.
- The plaintiffs were interested in investing in Innovative Nano Systems Pte Ltd (INS).
- The second plaintiff agreed to lend $375,000 to the defendant in exchange for shares in INS.
- The defendant failed to transfer the shares within the agreed timeframe.
- A court order cancelled the rights issue that was to provide the shares.
- The plaintiffs made further advances to the defendant in anticipation of a joint venture.
- The defendant acknowledged certain advances as loans in handwritten letters.
5. Formal Citations
- Loh Chiang Tien and another v Saman Dharmatilleke, Suit No 362 of 2018, [2020] SGHC 45
6. Timeline
| Date | Event |
|---|---|
| Agreement signed between the second plaintiff and the defendant | |
| Second plaintiff lent $375,000 to the defendant | |
| Deadline for the defendant to transfer shares to the second plaintiff | |
| Originating Summons 404 of 2011 commenced | |
| Court ordered the cancellation of the rights issue and sale of rights shares | |
| Defendant acknowledged $10,000 loan from the second plaintiff | |
| Defendant acknowledged $8,000 loan from the first plaintiff | |
| Defendant acknowledged $32,000 loan from the first plaintiff | |
| Defendant acknowledged $4,000 loan from the first plaintiff | |
| INS went into insolvent liquidation | |
| Action commenced by the plaintiffs | |
| Hearing commenced | |
| Hearing continued | |
| Oral submissions were heard | |
| Judgment delivered |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant breached the agreement but the claim for damages was time-barred and the plaintiff suffered no recoverable loss.
- Category: Substantive
- Sub-Issues:
- Failure to transfer shares
- Damages for breach
- Frustration
- Outcome: The court held that the agreement was not frustrated because the contract was incapable of performance even before the alleged frustrating event occurred and the event was foreseeable.
- Category: Substantive
- Action in Debt
- Outcome: The court found that there was no contractual basis for the claim in debt and the claim was time-barred.
- Category: Substantive
- Total Failure of Consideration
- Outcome: The court held that the claim for total failure of consideration fails because the contract remains operative.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Recovery of Debt
9. Cause of Actions
- Breach of Contract
- Action in Debt
- Frustration
- Restitution
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd | Court of Appeal | Yes | [2018] 1 SLR 317 | Singapore | Cited for the principle of waiver by election, requiring a clear and unequivocal choice between two inconsistent rights. |
| Chai Cher Watt v SDL Technologies Pte Ltd | Court of Appeal | Yes | [2012] 1 SLR 152 | Singapore | Approved the principles in The Kanchenjunga regarding waiver by election. |
| Photo Production Ltd v Securicor Transport Ltd | N/A | Yes | [1980] AC 827 | England and Wales | Cited for the distinction between primary and secondary obligations in contract law. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appeal | Singapore Court of Appeal | Yes | [2007] 4 SLR(R) 413 | Singapore | Cited for the definition of frustration, emphasizing that the frustrating event must be external and beyond the control of both parties. |
| Davis Contractors Ltd v Fareham Urban District Council | House of Lords | Yes | [1956] AC 969 | England and Wales | Cited for the definition of frustration, emphasizing that the frustrating event must be external and beyond the control of both parties. |
| C & P Haulage v Middleton | N/A | Yes | [1983] 1 WLR 1461 | England and Wales | Cited for the principle that reliance loss cannot be claimed if the promisee made a bad bargain. |
| Commonwealth Bank of Australia v Amann Aviation Pty Ltd | N/A | Yes | (1991) 17 CLR 64 | Australia | Cited for the principle that the burden is on the promisor to prove that the bargain was a bad one. |
| Guinness plc v Saunders | N/A | Yes | [1990] 2 AC 663 | England and Wales | Cited for the requirement that the contract has ceased to be operative for establishing a total failure of consideration. |
| Pan Ocean Shipping Co Ltd v Creditcorp Ltd | N/A | Yes | [1994] 1 WLR 161 | England and Wales | Cited for the principle that the law of restitution has no part to play when there is an operative clause in the contract. |
| J Lauritzen AS v Wijsmuller BV (The Super Servant Two) | N/A | Yes | [1989] 1 Lloyd’s Rep 148 | N/A | Cited for the principle that if impossibility comes about because of the promisor's choice, then that choice causes the impossibility, not any antecedent event. |
| Robinson v Hartman | N/A | Yes | (1848) 1 Exch 850 | N/A | Cited for the principle that where a party sustains a loss by reason of a breach of contract, he is, so far as money can do it, to be placed in the same situation, with respect to damages, as if the contract had been performed |
| Vitol SA v Norelf Ltd | N/A | Yes | [1996] AC 800 | N/A | Cited for the principle that the aggrieved party accepts the repudiatory breach by communication or conduct which clearly and unequivocally conveys to the repudiating party that the aggrieved party is treating the contract as at an end |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Frustrated Contracts Act (Cap 115, 2014 Rev Ed) | Singapore |
| Limitation Act (Cap 163, 1996 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Share Agreement
- Frustration
- Action in Debt
- Total Failure of Consideration
- Waiver by Election
- Repudiatory Breach
- Time-Barred
15.2 Keywords
- contract
- breach of contract
- frustration
- debt
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 80 |
| Breach of Contract | 75 |
| Frustration | 60 |
| Debt Recovery | 50 |
| Limitation | 40 |
| Evidence | 30 |
16. Subjects
- Contract Law
- Commercial Law
- Civil Litigation