Ivy Ng Soh Peng v Solution Aircon: Appeal on Enforceability of Oral Contract for Property Purchase Discount
Ivy Ng Soh Peng appealed against the High Court's decision in favor of Solution Aircon & Engrg Pte Ltd (SAE), concerning an oral agreement where Ms. Ng would provide SAE with a $300,000 discount on the purchase price of two commercial property units by purchasing racking systems from SAE after the property sale. The Appellate Division of the High Court dismissed the appeal, finding the agreement valid and enforceable. The court held that Ms. Ng breached the agreement by failing to pay the agreed $300,000.
1. Case Overview
1.1 Court
Appellate Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding an oral agreement for a $300,000 discount on a property purchase, disguised as a racking system sale. Appeal dismissed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ivy Ng Soh Peng | Appellant | Individual | Appeal Dismissed | Lost | |
| Solution Aircon & Engrg Pte Ltd | Respondent | Corporation | Judgment for Respondent | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Judge of the Appellate Division | Yes |
| Kannan Ramesh | Judge of the High Court | No |
| Hoo Sheau Peng | Judge of the High Court | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Shu Yi | Parwani Law LLC |
| Vijai Dharamdas Parwani | Parwani Law LLC |
| Goh Peck San | P S Goh & Co |
4. Facts
- SAE was granted options to purchase two commercial property units for $1,702,500.
- Ms. Ng and Mr. Ng (SAE's director) discussed a $300,000 reduction in the purchase price.
- Ms. Ng agreed to purchase racking systems from SAE for $300,000 to effect the price reduction.
- Ms. Ng sent an email and WhatsApp messages confirming the agreement to purchase the racking systems.
- Ms. Ng provided post-dated cheques amounting to $300,000.
- The racking systems were not removed from the property on completion, thus title passed to SAE.
- Ms. Ng removed and scrapped the racking systems but did not pay SAE the $300,000.
5. Formal Citations
- Ivy Ng Soh Peng v Solution Aircon & Engrg Pte Ltd, Civil Appeal No 113 of 2021, [2022] SGHC(A) 19
- Solution Aircon & Engrg Pte Ltd v Ivy Ng Soh Peng, , [2021] SGHC 223
6. Timeline
| Date | Event |
|---|---|
| SAE was granted two options to purchase two commercial property units. | |
| Ms Ng raised a proposal to return $300,000 of the purchase price to SAE on completion. | |
| Ms Ng sent an e-mail to Mr Ng recording their agreement on her purchasing the racking systems. | |
| Mr Ng informed Ms Ng that he still fell short of $70,000 cash on completion. | |
| WhatsApp messages sent by Ms Ng to Mr Ng. | |
| Ms Ng's pleaded position was that the racking systems were removed following completion. | |
| Civil Appeal No 113 of 2021 | |
| Date of judgment | |
| Date of judgment |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Ms. Ng breached the agreement by failing to pay the agreed $300,000.
- Category: Substantive
- Sub-Issues:
- Failure to pay
- Enforceability of oral agreement
- Validity of Oral Contract
- Outcome: The court held that the oral agreement was a valid and enforceable contract.
- Category: Substantive
- Sub-Issues:
- Intention to create legal relations
- Consideration
- Sham Agreement
- Outcome: The court found that the agreement was not a sham, as there was no intention to mislead third parties.
- Category: Substantive
- Sub-Issues:
- Intention to mislead third parties
- Pleadings
- Outcome: The court held that Ms. Ng was precluded from raising the arguments of sham and public policy because they were not pleaded.
- Category: Procedural
- Sub-Issues:
- Failure to plead sham
- Failure to plead public policy
8. Remedies Sought
- Specific Performance
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Action for price under contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Solution Aircon & Engrg Pte Ltd v Ivy Ng Soh Peng | High Court | Yes | [2021] SGHC 223 | Singapore | The Judge’s decision at first instance which was appealed against. |
| V Nithia v Buthmanaban s/o Vaithilingam and another | Court of Appeal | Yes | [2015] 5 SLR 1422 | Singapore | Cited for the general rule that parties are bound by their pleadings as a matter of procedural fairness. |
| Toh Eng Tiah v Jiang Angelina and another appeal | Court of Appeal | Yes | [2021] 1 SLR 1176 | Singapore | Cited for the essential element of a sham, that the parties did not intend to create legal relations which the acts done or documents executed give the impression of creating. |
| Chng Bee Kheng and another v Chng Eng Chye | High Court | Yes | [2013] 2 SLR 715 | Singapore | Cited for the principle that there must be a common subjective intention on the part of all parties to the alleged sham to mislead. |
| Snook v London and West Riding Investments Ltd | Queen's Bench | Yes | [1967] 2 QB 786 | England and Wales | Cited for the definition of a 'sham' in law, requiring a common intention to mislead. |
| UKM v Attorney-General | Court of Appeal | Yes | [2019] 3 SLR 874 | Singapore | Cited for the principle that to curtail contractual rights on the basis of public policy, the alleged public policy must be proven based on authoritative sources. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Sale of Goods Act (Cap 393, 1999 Rev Ed) | Singapore |
| s 49(1) of the Sale of Goods Act (Cap 393, 1999 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Racking systems
- Options to purchase
- Completion of sale
- Discount on purchase price
- Post-dated cheques
- Sham agreement
- Vacant possession
15.2 Keywords
- contract
- agreement
- sale
- property
- purchase
- discount
- racking systems
- sham
- pleadings
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Formation of contract | 80 |
| Breach of Contract | 75 |
| Sale of Goods | 60 |
| Collateral Contract | 50 |
| Sham Agreement | 40 |
| Evidence | 40 |
| Public Policy | 30 |
| Summary Judgement | 30 |
| Estoppel | 20 |
16. Subjects
- Contract Law
- Sale of Goods
- Commercial Property
- Civil Litigation