Gay Choon Ing v Loh Sze Ti Terence Peter and Another Appeal

Gay Choon Ing v Loh Sze Ti Terence Peter and Another Appeal

The Court held that the POA and contemporaneous Waiver Letter formed a valid, binding compromise because there was an identifiable, certain agreement reached objectively, the parties intended a legal ‘clean break’, and the defendant’s waiver of claims against ASP (signed at the plaintiff's request) furnished sufficient consideration for the plaintiff’s promise; subsequent contradictory conduct by the defendant did not vitiate the already concluded compromise. Consequently the defendant was released from obligations under the Trust Deed insofar as he complied with the POA and the appeals were disposed accordingly.

Citation
[2009] SGCA 3
Parties
Appellant (ca33) / Defendant in Trial: Gay Choon Ing; Appellant (ca34) / Plaintiff in Trial: Loh Sze Ti Terence Peter
Court
Court of Appeal
Jurisdiction
Singapore
Judgment Date
8 January 2009
Case Number
CA 33/2008, 34/2008
Procedural Posture
Civil Appeal (court of Appeal) / Final Judgment on Cross Appeals Arising From Suit No 341 of 2005
Outcome
Allow defendant's appeal in CA 33/2008; dismiss plaintiff's appeal in CA 34/2008.
Legal Topics
Compromise and Settlement, Consideration, Intention to Create Legal Relations, Contractual Interpretation (contextual), Rescission for Misrepresentation and Breach of Fiduciary Duty, Fair Dealing Rule, Trustee Duties and Accounting
Source Language
English
Contract Trusts Equity Civil Procedure Compromise and Settlement Consideration Intention to Create Legal Relations Contractual Interpretation (contextual) +3 more

Case Brief

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Parties

Gay Choon Ing

Appellant (ca33) / Defendant in Trial

Loh Sze Ti Terence Peter

Appellant (ca34) / Plaintiff in Trial

Procedural Posture

Civil Appeal (court of Appeal) / Final Judgment on Cross Appeals Arising From Suit No 341 of 2005

Legal Issues

  1. 1 Whether the Trust Deed created an express trust over 1.55 million shares
  2. 2 Whether the payment was a loan or an investment
  3. 3 Whether the contemporaneous Points of Agreement (POA) and Waiver Letter formed a valid compromise agreement

Ratio Decidendi

The Court held that the POA and contemporaneous Waiver Letter formed a valid, binding compromise because there was an identifiable, certain agreement reached objectively, the parties intended a legal ‘clean break’, and the defendant’s waiver of claims against ASP (signed at the plaintiff's request) furnished sufficient consideration for the plaintiff’s promise; subsequent contradictory conduct by the defendant did not vitiate the already concluded compromise. Consequently the defendant was released from obligations under the Trust Deed insofar as he complied with the POA and the appeals were disposed accordingly.

Court Disposition

Allow defendant's appeal in CA 33/2008; dismiss plaintiff's appeal in CA 34/2008.

Orders

  • POA and contemporaneous Waiver Letter constituted a valid compromise/settlement between the parties
  • Defendant released from the Trust Deed obligations insofar as complied with the POA