Thode Gerd Walter v Mintwell Industry Pte Ltd and Others

Thode Gerd Walter v Mintwell Industry Pte Ltd and Others

The court held that D1 made an implied representation by conduct that it had capacity to support the tenancies despite an existing Order for possession and writ and no bank consent; that representation was not true and D1 had no reasonable grounds to believe it true, making D1 liable under s 2(1) of the Misrepresentation Act; D2, who controlled D1, had a personal interest and procured the misrepresentation and is liable as joint tortfeasor; D3 did not personally procure or assume liability and is not liable; the corporate veil was not lifted to impose liability beyond these findings.

Citation
[2009] SGHC 44
Parties
Plaintiff: Thode Gerd Walter; First Defendant: Mintwell Industry Pte Ltd; Second Defendant: Seah Bak Kheow; Third Defendant: Tan Kee Hock, Eddy
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
23 February 2009
Case Number
Suit 351/2007
Procedural Posture
Civil Suit Breach of Contract and Tort (misrepresentation/negligence) / Judgment on Liability Delivered; Damages to Be Assessed by Registrar
Outcome
Judgment for plaintiff against Mintwell Industry Pte Ltd (1st defendant) and Seah Bak Kheow (2nd defendant) on liability; claim against Tan Kee Hock, Eddy (3rd defendant) dismissed; damages to be assessed by the Registrar; costs awarded.
Legal Topics
Breach of Contract, Negligent Misrepresentation, Fraudulent Misrepresentation, Directors' Personal Liability, Lifting the Corporate Veil, Tenancy by Estoppel, Mortgagee Possession
Source Language
English
Contract Tort (misrepresentation/negligence) Company Law Breach of Contract Negligent Misrepresentation Fraudulent Misrepresentation Directors' Personal Liability Lifting the Corporate Veil +2 more

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Parties

Thode Gerd Walter

Plaintiff

Mintwell Industry Pte Ltd

First Defendant

Seah Bak Kheow

Second Defendant

Tan Kee Hock, Eddy

Third Defendant

Procedural Posture

Civil Suit Breach of Contract and Tort (misrepresentation/negligence) / Judgment on Liability Delivered; Damages to Be Assessed by Registrar

Legal Issues

  1. 1 Whether the landlord (D1) breached the tenancy agreements
  2. 2 Whether D1 owed a freestanding duty to obtain the mortgagee's written consent or to disclose material facts
  3. 3 Whether D1 (and/or its agents/directors) made an implied representation by conduct that it could support the tenancies

Ratio Decidendi

The court held that D1 made an implied representation by conduct that it had capacity to support the tenancies despite an existing Order for possession and writ and no bank consent; that representation was not true and D1 had no reasonable grounds to believe it true, making D1 liable under s 2(1) of the Misrepresentation Act; D2, who controlled D1, had a personal interest and procured the misrepresentation and is liable as joint tortfeasor; D3 did not personally procure or assume liability and is not liable; the corporate veil was not lifted to impose liability beyond these findings.

Court Disposition

Judgment for plaintiff against Mintwell Industry Pte Ltd (1st defendant) and Seah Bak Kheow (2nd defendant) on liability; claim against Tan Kee Hock, Eddy (3rd defendant) dismissed; damages to be assessed by the Registrar; costs awarded.

Orders

  • Judgment for plaintiff against 1st and 2nd defendants on liability; damages to be assessed by the Registrar
  • Claim against 3rd defendant dismissed with costs