Yoo Design Services Ltd v ILIV Reality Pte Ltd

Yoo Design Services Ltd v ILIV Reality Pte Ltd

The express terms of the DSA did not impose obligations on the Defendant to market or sell the Apartments within any particular timeframe, nor to refrain from renting them out. The implication of such terms was not necessary for business efficacy, was not so obvious as to go without saying, and would not be reasonable or equitable given the structure and context of the agreement. The pleaded facts were not capable of amounting to breaches of the express terms relied on.

Parties
Claimant: Yoo Design Services Limited; Defendant: Iliv Reality Pte Limited
Jurisdiction
England and Wales
Judgment Date
07 May 2020
Procedural Posture
Commercial Contract Dispute / Trial of Preliminary Issues
Outcome
All preliminary issues answered in the negative; no implied obligations found; no breach of express terms established.
Legal Topics
Implied Terms, Construction of Contracts, Agency Law, Remuneration of Agents
Contract Law Commercial Law Implied Terms Construction of Contracts Agency Law Remuneration of Agents

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Parties

Yoo Design Services Limited

Claimant

Iliv Reality Pte Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the Defendant is under an implied obligation to proceed with marketing the Apartments for sale with due diligence and expedition at all times and to ensure that its sole marketing agent continued to use its best endeavours to complete the sale of the Apartments under Sale and Purchase Agreements
  2. 2 Whether the Defendant is under an implied obligation to complete the sale of the Apartments within a reasonable time of the third quarter of 2008 and/or of completion of the development of the Apartments
  3. 3 Whether the Defendant is under an implied obligation to refrain from renting out the Apartments pending sale or from taking any other steps which would delay or undermine the sale of the Apartments

Ratio Decidendi

The express terms of the DSA did not impose obligations on the Defendant to market or sell the Apartments within any particular timeframe, nor to refrain from renting them out. The implication of such terms was not necessary for business efficacy, was not so obvious as to go without saying, and would not be reasonable or equitable given the structure and context of the agreement. The pleaded facts were not capable of amounting to breaches of the express terms relied on.

Court Disposition

All preliminary issues answered in the negative; no implied obligations found; no breach of express terms established.

Orders

  • Preliminary issue 1: No implied obligation to market the Apartments for sale with due diligence and expedition.
  • Preliminary issue 2: No implied obligation to complete the sale of the Apartments within a reasonable time.