1 In any sale, it is as important to be clear about what is being sold as it is to agree on the price. This case illustrates why. It turns on a simple question: did the parties agree to the sale of two properties, or merely the sale of the options to purchase them? The answer to that question is largely determinative of this dispute. Nor, as will become apparent, is the answer difficult to discern. Having considered the evidence, I find that the parties agreed to the sale of the properties themselves. The defendant’s failure to procure the transfer of legal title to both properties to the claimant is therefore in breach of that agreement.

2 The claimant, Mr Lam Kin Hin Kenneth (“Claimant”), is a businessman who is a resident of Hong Kong. ¹

3 The defendant, Mr Yung Man Tung (“Defendant”), is a director and shareholder of Tung Kee Development (Singapore) Pte Ltd (“Tung Kee”) and a resident of Guangdong province, China. ²

4 Prior to the dispute, which concerns two properties that were developed by TG Master Pte Ltd (“Developer”) at Miltonia Close, ³ the Claimant and the Defendant were long-standing friends. ⁴

5 In December 2017, the Developer granted the Defendant the option to purchase (“OTP”) for the property known as 17 Miltonia Close (“17MC”). In January 2018, the Developer further granted the Defendant the OTPs for eight other properties at Miltonia Close, one of which was the property known as 15 Miltonia Close (“15MC”). ⁵

6 Sometime in or around May or June 2018, the Defendant approached the Claimant and offered the Claimant the opportunity to invest in 15MC and 17MC (collectively, “Properties”). ⁶ The Claimant took up the offer and to this end, a written agreement (“Agreement”) was signed between the Claimant and the Defendant on 8 June 2018 at Zhong Lun Law Firm in Hong Kong, witnessed by a solicitor, Ms Beatrice Mak (“Ms Mak”). ⁷ As mentioned above at [1], a large point of contention between the parties is whether the Agreement provides for the sale of the Properties themselves or merely the OTPs for the Properties.

7 On the same day (ie, 8 June 2018), the Claimant was provided with two letters of nomination and authority addressed to the Developer, ⁸ by which the Defendant purportedly nominated the Claimant to exercise the OTPs for 15MC ⁹ and 17MC. ¹⁰

8 On 11 June 2018, the Claimant met Ms Mak again and signed two documents titled “Payment Schedule” in respect of the Properties. ¹¹ On the same day, the Claimant issued a cheque to the Defendant for a sum of HK$13,450,000. ¹² It is likewise a matter of dispute as to what this sum comprised, and its intended purpose. At this juncture, I note that parties have not agreed on an applicable exchange rate or provided any objective evidence of the prevailing exchange rate at the times of the respective payments. Therefore, for the purposes of this judgment, where sums are expressed in Hong Kong Dollars, I treat each payment made in Hong Kong Dollars as being equivalent to the corresponding amount in Singapore Dollars stipulated in the Agreement or the payment schedules.

9 In or around July 2018, a WhatsApp group was set up between the Claimant, the Claimant’s wife and the Defendant to discuss matters related to the Properties (“WhatsApp Group”). ¹³

10 On 21 August 2018, the Claimant issued another cheque to the Defendant for the sum of HK$15,750,560, which comprised the outstanding amount of S$2,240,000 payable for 17MC as well as the applicable stamp duties of S$504,000 for 17MC. ¹⁴

11 Sometime in December 2019, the Claimant was informed by the Defendant that the earlier payment towards 17MC had purportedly been applied towards payment for 15MC instead. ¹⁵ This was recorded in a letter dated 30 December 2019 signed by the Defendant and addressed to the Claimant, which was forwarded by the Defendant’s solicitors, Withers KhattarWong LLP (“WKW”), to the Claimant’s solicitors, Sim Law Practice LLC (“Sim Law”). ¹⁶ The letter further states that the moneys received by the Defendant would also be used to pay the stamp duties for 15MC. Although this letter stated that the arrangement came about “[b]ased on an amicable negotiation”, it is also disputed whether this was the true state of affairs.

12 As a result of the above, the Claimant had to make a further payment of S$2,241,821.25 to the Developer to acquire 17MC. ¹⁷ This sum comprised S$2,240,000 of the balance price payable for 17MC and S$1,821.25 in reimbursements to the Developer for several fees paid upfront by the Developer, including property tax and maintenance fees. ¹⁸ The Claimant also had to pay S$96,600 in Buyer’s Stamp Duty and S$560,000 in Additional Buyer’s Stamp Duty. ¹⁹ The purchase of 17MC was completed on 28 February 2020 and the legal title to 17MC was transferred to the Claimant. ²⁰

13 Between March 2020 and June 2023, the Claimant and his wife sent numerous reminders and requests for the Defendant to complete the purchase of 15MC and transfer legal title of 15MC to the Claimant. ²¹ However, to date, the purchase of 15MC has not been completed.

14 It was only subsequently that the Claimant found out that the Defendant and Tung Kee were embroiled in litigation with the Developer concerning, inter alia, 15MC. ²² That matter was decided by the Appellate Division of the High Court in TG Master Pte Ltd v Tung Kee Development (Singapore) Pte Ltd [2024] 1 SLR 690 (“TG Master (AD)”).

15 On the Claimant’s account, the Defendant, in presenting the investment opportunity to the Claimant, had represented that he would provide a “one-stop service” for the transaction, namely that the Defendant would handle all legal, logistical and administrative matters to ensure that legal title to the Properties would be conveyed to the Claimant, and all the Claimant had to do was to pay the Defendant the option fees, stamp duties and balance purchase price. ²³ It was on this basis that the Claimant and Defendant signed the Agreement, ²⁴ and it is clear that the Agreement provides for the sale of the Properties, and not merely the OTPs for the Properties. ²⁵ As such, the HK$13,450,000 payment to the Defendant on 11 June 2018 comprised the deposit of S$1,140,000 for each of the Properties. ²⁶ As explained above at [8], since the Agreement states that the deposit payable for the Properties was S$2,280,000 ²⁷ and the Claimant contends that HK$13,450,000 was paid for these deposits, for ease of analysis, I will take HK$13,450,000 to be equivalent to S$2,280,000.

16 In addition to the S$2,280,000 payment for the deposits for the Properties, the Claimant had also paid the Defendant HK$15,750,560 towards 17MC, which is equivalent to its outstanding balance (ie, S$2,240,000 ²⁸ ) and applicable stamp duties of S$504,000 (see above at [10]). The Claimant therefore paid a total of approximately S$5,024,000 to the Defendant (ie, S$2,280,000 + S$2,240,000 + S$504,000). ²⁹ However, in breach of the Agreement, the Defendant failed to ensure that legal title to the Properties was transferred to the Claimant. ³⁰ Accordingly, damages should be awarded to the Claimant on a reliance basis in the sum of about S$4,464,000 (ie, S$5,024,000 less the option fee of S$560,000 paid to the Developer by the Defendant). ³¹

17 In the alternative, the Claimant argues that the sum of approximately S$5,024,000 was transferred to the Defendant for a specified purpose of obtaining legal title to the Properties. ³² As such, a resulting Quistclose trust arose and since the Defendant is unwilling or unable to use the money for this specified purpose, the Defendant is liable to repay the sum of about S$4,464,000 (ie, S$5,024,000 less the option fee of S$560,000 paid to the Developer by the Defendant). ³³

18 In the further alternative, the Claimant argues that the Defendant has been unjustly enriched at the expense of the Claimant and should therefore be held liable to account for and disgorge the sum of around S$4,464,000 (ie, S$5,024,000 less the option fee of S$560,000 paid to the Developer by the Defendant). ³⁴

19 On the other hand, the Defendant contends that the parties had proceeded on the basis that the OTPs for the Properties, and not the Properties themselves, were what had been sold. The Agreement was therefore a transaction for the sale of the OTPs for the Properties, ³⁵ by which the OTPs were, in effect, assigned to the Claimant. As such, the S$2,280,000 (equivalent to HK$13,450,000) payment to the Defendant on 11 June 2018 comprised the sum of S$1,160,000 agreed between the parties for the Claimant to take over the OTPs (ie, S$580,000 each) and option fees of S$1,120,000 to be paid to the Developer to exercise the OTPs (ie, S$560,000 each). ³⁶ Once the Defendant had signed the letters of nomination and authority for the OTPs, the transaction was completed and the Defendant no longer had anything to do with the Properties. ³⁷ Although the Claimant should have dealt with the Developer directly from then onwards, the Defendant voluntarily assisted the Claimant out of goodwill on account of their long friendship. ³⁸ Thus, in August 2018, when the Claimant found out that the Defendant was going to Singapore, the Defendant voluntarily acceded to the Claimant’s request for assistance to “handle” 17MC, including making the balance payment of S$2,240,000 and payment for stamp duties of S$504,000. ³⁹ Ultimately, however, the responsibility for exercising the OTP for 15MC still fell on the Claimant, and since the Claimant failed to do so, the failure to complete the purchase of 15MC must be attributed to the Claimant. ⁴⁰

20 In addition, the Defendant counterclaims for, among other things, damages of S$2,000,000 and “[f]urther future damages” for the costs of the proceedings with the Developer (see above at [14]). ⁴¹

21 The parties’ differing accounts and arguments make plain that the central question in the present dispute is what precisely had been agreed between the parties. It is only after resolving this threshold interpretive question that the Agreement, and any act which is said to be a breach thereof, can meaningfully be mapped onto the reliefs that the Claimant seeks. I therefore turn first to the proper construction of the Agreement, before considering whether, in light of such a determination, the Claimant is entitled to any of the reliefs he seeks under each pleaded cause of action (ie, breach of contract, recovery of money under a Quistclose trust and unjust enrichment).

22 It is trite that the purpose of contractual interpretation is to give effect to the objectively ascertained expressed intentions of the contracting parties as they emerge from the contextual meaning of the relevant contractual language (Yap Son On v Ding Pei Zhen [2017] 1 SLR 219 at [30]). The starting point is to look at the text that the parties have used (CIFG Special Assets Capital I Ltd v Ong Puay Koon [2018] 1 SLR 170 (“CIFG”) at [19(a)], citing Lucky Realty Co Pte Ltd v HSBC Trustee (Singapore) Ltd [2016] 1 SLR 1069 at [2]). Where the text is clearly plain and unambiguous, the court will usually give effect to the plain meaning of the clause, especially where it does not engender an absurd result (see HSBC Institutional Trust Services (Singapore) Ltd v DNKH Logistics Pte Ltd [2022] SGHC 248 at [26(d)]–[26(e)], citing Y.E.S F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd [2015] 5 SLR 1187 (“Y.E.S F&B”) at [31]–[33]). At the same time, it is permissible to have regard to the relevant context as long as the relevant contextual points are clear, obvious and known to both parties (CIFG at [19(b)], citing Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 (“Zurich Insurance”) at [125], [128] and [129]).

23 Turning then to the facts, the material parts of the translated Agreement read as follows: ⁴²

24 As the Claimant notes, ⁴³ and I agree, the terms of the Agreement are remarkably straightforward and do not lend themselves to much difficulty. It is clear to me that the Agreement is for the sale of the Properties for a total sum of S$6,760,000, and not for the sale of the OTPs for the Properties. The entirety of the language and mechanics set out in the Agreement supports this conclusion and there are no indicia that would, in my view, be suggestive of any alternative interpretation:

25 Before me, in resisting such an interpretation, the Defendant contended that the English translation of the Agreement failed to capture certain cultural nuances that are said to be present in the original Mandarin version, ⁴⁵ presumably with a view to making the point that if one read the same in Mandarin, it would buttress his interpretation. That submission, with respect, appears far-fetched. The Agreement, on any fair reading, says what it says. It would be wholly artificial to suggest that cultural nuances could operate to transform what is, on its face, a contract for the sale of properties into one for the sale of OTPs. Culture may admittedly inform expression, but I struggle to see how it could possibly fundamentally alter the legal character of the transaction. It is especially difficult, on these facts, to understand how culture could convert a clear agreement for the sale of properties into an agreement of an entirely different nature. In any event, during the course of the trial, as the Defendant repeatedly insisted that the Mandarin version of the Agreement was of a different import, I asked the interpreter to confirm whether there existed any material distinction between the original and translated versions that may have been lost by way of interpretation. Upon reviewing the English translated version, the interpreter confirmed that, in her view, no such distinctions existed and that the English translated version represented a faithful translation of the original Agreement. ⁴⁶

26 The Defendant also points to the two payment schedules signed by the Claimant on 11 June 2018 (see above at [8]) and asserts that these payment schedules “clearly showed the Claimant had to deal with the Developer directly and the Defendant had nothing to do with the Properties anymore”. ⁴⁷ Leaving aside the question of the use of subsequent conduct of the parties to interpret the Agreement (which I discuss in greater detail below at [30]), these payment schedules, contrary to the Defendant’s assertion, do not state that the various sums were payable to the Developer. As such, they do not support the Defendant’s contention.

27 To be fair, there were two other documents, the letters of nomination and authority, which appear to be signed by the Defendant on the same date the Agreement was signed (see above at [7]), that may, at least at first blush, cast the Agreement in a somewhat different light. These letters indicated that the Defendant was nominating the Claimant as the individual who would be exercising the option. This suggests that the OTP was to be exercised by the Claimant, which, in turn, could plausibly suggest that what the Claimant was purchasing was the OTPs for the Properties, rather than the Properties themselves. In this sense, I accept that, on its face, these letters could be said to constitute an indicium suggesting that there may have been more to the transaction than the Claimant had initially assumed. Nonetheless, in my view, this in and of itself does not carry the argument by the Defendant very far. I make, in particular, two points.

28 I would add one further point that appears to militate broadly against the Defendant’s version of events, namely that the Defendant’s account would have the court accept that the Agreement provided for an arrangement that appears to be out of line with commercial rationality. In this connection, the law generally favours a commercially sensible construction of a contract that is consistent with business common sense (Ang Tin Yong v Ang Boon Chye [2012] 1 SLR 447 at [12], citing Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] AC 749 at 771; Y.E.S F&B at [46]–[49], citing Rainy Sky SA v Kookmin Bank [2011] 1 WLR 2900 at [21] and [30]).

29 While I am aware that the court should not rewrite a contract if it is clear that the parties intended for a commercially absurd arrangement (Y.E.S F&B at [32]), I am not persuaded by the objective evidence that such was the intention of the Claimant and the Defendant. Consequently, for all the above reasons, I find that on a proper construction of the Agreement, the Agreement was for the sale of the Properties, and not merely the OTPs for the Properties.

30 The above conclusion is fortified by the subsequent conduct of the Claimant and the Defendant in the form of the conversations in the WhatsApp Group after the Agreement was signed. In this regard, I note that the law in relation to the use of subsequent conduct as an aid to contractual interpretation is not entirely settled (see Compass Consulting Pte Ltd v Lim Siau Hing [2023] SGHC 17 (“Compass Consulting”) at [72]–[73]; Bhoomatidevi d/o Kishinschand Chugani Mrs Kavita Gope Mirwani v Nantakumar s/o V Ramachandra [2023] 4 SLR 1644 at [38]–[40]); indeed, the Court of Appeal has repeatedly opined that this remains an open question (Lim Siau Hing @ Lim Kim Hoe v Compass Consulting Pte Ltd [2023] SGCA 39 at [96]–[97]; MCH International Pte Ltd v YG Group Pte Ltd [2019] 2 SLR 837 at [20]–[21]; Simpson Marine (SEA) Pte Ltd v Jiacipto Jiaravanon [2019] 1 SLR 696 at [78]–[79]). Nevertheless, I concomitantly note that the Court of Appeal has previously also made the point that subsequent conduct may be relevant if it provides cogent evidence of the parties’ agreement at the time when the contract was concluded (see Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd [2018] 1 SLR 180 at [51]; Ngee Ann Development Pte Ltd v Takashimaya Singapore Ltd [2017] 2 SLR 627 at [86] and [103]). Later decisions by the High Court and General Division of the High Court have also utilised subsequent conduct as an aid to interpretation where such evidence was cogent and also satisfied the tripartite Zurich Insurance requirements of relevancy, reasonable availability, and clear or obvious context (see Solomon Alliance Management Pte Ltd v Pang Chee Kuan [2019] 4 SLR 577 at [72]–[73]; Tembusu Growth Fund II Ltd v Yee Fook Khong [2020] SGHC 104 at [81]–[84]; Compass Consulting at [74]). In my view, therefore, subject to these requirements being met, there should be, in principle at least, no absolute bar against considering the parties’ subsequent conduct in the interpretation of a contract.

31 In the present case, I am satisfied that the tripartite requirements stated above are met. The subsequent correspondence in the WhatsApp Group is relevant because the WhatsApp Group was set up shortly after the signing of the Agreement for the specific purpose of discussing matters related to the sale under the Agreement (whether one takes the view that this was for the sale of the Properties or the sale of the OTPs for the Properties). ⁵⁵ The messages in the WhatsApp Group would therefore inform what the parties’ objective intentions were when the Agreement was signed. There is also no question that the messages were reasonably available to all the contracting parties, given that the Claimant and the Defendant were themselves members of this WhatsApp Group and were corresponding with each other. Finally, the correspondence in the WhatsApp Group also related to the clear or obvious context of the sale under the Agreement. Accordingly, the correspondence between the Claimant and the Defendant in the WhatsApp Group is admissible as an aid to interpretation.

32 A review of the correspondence in the WhatsApp Group makes it quite clear that the Defendant consistently represented that he was selling the Properties to the Claimant and that he would, in substance, oversee the process to bring the transfer of the Properties to the Claimant to fruition. To state a few overt examples, in one message, the Defendant asserted that the Claimant need only sign “the advance payment agreements” and that he would “handle all the relevant processes for [the Claimant] after that”; ⁵⁶ the Defendant also subsequently stated that he would “personally hand over the deed to [the Claimant] when it [was finalised]” ⁵⁷ and that he was “obligated to complete the transaction” ⁵⁸ ; in another line of exchanges, the Claimant’s wife asked about how the name-transfer arrangement was coming along; ⁵⁹ and in yet further exchanges, the Claimant asked the Defendant to settle and get him the title to 17MC ⁶⁰ and stated that he hoped that the property deed for 17MC could be processed as soon as possible, ⁶¹ in response to which the Defendant, on both occasions, replied “[a]cknowledged”. ⁶² There were many other exchanges which illustrate this point but it would not be necessary for me to discuss further the minutiae of the correspondence in the WhatsApp Group given that the Defendant, it would appear, does not in fact deny that the obvious – indeed, only – import of these messages was that he was selling the Properties to the Claimant. Instead, in trying to dilute such a clear inference, he suggests, somewhat glibly, that those messages were “not everything” ⁶³ , ie, that they did not reflect what had been allegedly discussed orally, whether in person or over the phone. As he puts it, “the full picture will consist of phone calls, meet-ups, and WhatsApp messages, not just the WhatsApp messages alone”. ⁶⁴ That submission, with respect, does not go very far. The messages in the WhatsApp Group paint an unmistakably clear and coherent picture. To suggest that there existed some other unrecorded or otherwise unproduced conversations that, it is claimed, would point in an entirely different direction is effectively an invitation for the court to accept an alternative narrative founded solely on the Defendant’s self-interested unverifiable assertions. There is simply no basis for such an approach, nor would any such approach be remotely reconcilable with the objective evidence. Indeed, if the Defendant’s explanation is accepted, one would have expected some shift in the tenor of the exchanges, yet no such change was observable. In the face of documented exchanges of this clarity, there is no reason for the court to depart from the only conclusion that the evidence would appear to properly support.

33 In his defence, the Defendant claims that the entirety of his conduct after the Agreement was entered into was undertaken purely as a matter of goodwill (see above at [19]). He even contends that he ought to have declined to assist, suggesting that if he had done so, “this lawsuit would not happen because [he] was done with the Properties already and they had nothing to do with [him] any longer”. ⁶⁵ Having considered the evidence in its totality, I am unable to accept this argument. It is evidently contradicted by the correspondence in the WhatsApp Group, which shows that he was expected, and understood himself, to be the party responsible for driving the transaction to completion. Moreover, the submission beggars belief as a matter of ordinary human conduct. If the Defendant truly had no further obligation and was merely offering gratuitous assistance, one would have expected him at some stage to disengage from the Claimant and the Claimant’s wife, particularly if his efforts were being met largely with complaints, frustration and anger. Instead, the messages show rather the opposite: the Defendant repeatedly sought to mollify the Claimant and the Claimant’s wife, to reassure them, apologise and to explain delays whenever they expressed frustration or otherwise lashed out at him. This is simply not the conduct of someone who was rendering casual assistance out of goodwill but of someone who was acutely aware of the responsibility that all parties mutually understood he bore for seeing the transaction through.

34 The subsequent conduct of the parties is therefore consonant with the construction of the Agreement as being one for the sale of the Properties and not one merely for the OTPs of the Properties. Before turning to the implications of this finding, however, I make some observations regarding certain outstanding factual disputes, though these findings ultimately do not feature significantly in the subsequent discussion.

35 Having determined that the Agreement was for the sale of the Properties and not merely the OTPs for the Properties, I turn now to consider how such a factual finding ought to map onto the causes of action that have been pleaded.

36 In my judgment, it is clear that the Defendant’s actions amount to a breach of contract. Under the Agreement, the Claimant was obliged to pay S$6,760,000 in return for the Defendant transferring him the two Properties. However, the Claimant has only obtained legal title to 17MC, and the Defendant has failed to procure the transfer of legal title to 15MC to the Claimant. In this regard, the Defendant appears to argue that the onus lies on the Claimant to exercise the OTP for 15MC and that having failed to do so, no obligation arises on the Defendant to complete the transaction. ⁷⁸ However, this runs counter to clause 3 of the Agreement, which provides that the Defendant is to appoint one Mr Patrick Chee to be responsible to handle the necessary procedures for transferring 15MC to the Claimant. In my view, this surely includes the exercise of the OTP and the unwillingness of that particular solicitor to undertake the necessary procedures ⁷⁹ does not absolve the Defendant of his obligations under clause 3. In addition, although the Defendant’s 30 December 2019 letter states that “[b]ased on amicable negotiation”, the Claimant agrees to instruct his solicitors to exercise the OTP in respect of 15MC, ⁸⁰ this constitutes a variation of clause 3 of the Agreement for which no fresh consideration was provided. Such a variation, therefore, to the extent that the Defendant seeks to rely on it, would be ineffective for want of consideration (Ma Hongjin v SCP Holdings Pte Ltd [2021] 1 SLR 304 at [60], [91] and [93]). The Defendant thus remains squarely in breach of the Agreement.

37 This leads to the question of quantification of damages arising from the breach of the Agreement.

38 The Claimant argues that he had, in reliance on the Defendant’s promise to provide a “one-stop service”, entered into the Agreement. ⁸¹ Accordingly, damages should be awarded on a reliance basis in the sum of S$4,464,000 (ie, S$5,024,000 less the option fee of S$560,000 paid to the Developer by the Defendant) (see above at [15]–[16]). ⁸²

39 I am unable to accept this. It is hornbook law that the objective of damages for breach of contract is to put the claimant, so far as money can, in the same position as if the contract has been performed (Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655 at [124], citing PH Hydraulics & Engineering Pte Ltd v Airtrust (Hong Kong) Ltd [2017] 2 SLR 129 at [62]). This compensates the claimant for his expectation loss, ie, the gap between what was actually received and what was promised under the contract, and such damages are the primary and default remedy for a contractual breach (Terrenus Energy SL2 Pte Ltd v Attika Interior + MEP Pte Ltd [2025] 1 SLR 306 (“Terrenus Energy”) at [39]). By contrast, damages for reliance loss are only available in limited circumstances (Terrenus Energy at [39]), such as where it is impossible, or at least extremely difficult, for a claimant to prove his expectation damages in the usual way or if the contract was not for profit (Liu Shu Ming v Koh Chew Chee [2023] 1 SLR 1477 at [217]). In my view, there is nothing on the present facts that warrants an award of damages for reliance loss as the Claimant’s expectation damages can be readily proved and computed.

40 As highlighted above, the appropriate measure of the Claimant’s expectation loss is the value of what the Claimant was promised under the Agreement but did not receive. The Agreement concerned the sale of the Properties to the Claimant. As the Claimant already possesses legal title to 17MC (for which the Claimant paid the same balance payment directly to the Developer instead of to the Defendant), the “gap” under the contract would relate to 15MC. Pursuant to clause 3 of the Agreement, the Defendant was obliged to handle all necessary procedures for transferring 15MC to the Claimant. Had the Defendant performed clause 3 of the Agreement, the Claimant would have obtained legal title to 15MC with the applicable stamp duties paid, given that the payment of stamp duties is a necessary part of transferring legal title. However, due to the Defendant’s breach, the Claimant received neither. The Claimant’s expectation loss is therefore the value of 15MC plus the applicable stamp duties of S$504,000 (which as mentioned above at [11], was initially received for 17MC but which the Defendant “re-allocated” to pay for the stamp duties for 15MC).

41 As to the value of 15MC, I am of the view that the price of S$3,380,000 stipulated in the Agreement and paid by the Claimant cannot be taken to be its value. There is objective evidence in the form of the payment schedule for 15MC that the purchase price for 15MC was S$2,796,875 and the Claimant accepts that the Defendant would have made a profit based on the price set out in the Agreement. ⁸³ The Agreement also does not ascribe a specific value to the Defendant’s services in procuring the transfer of the Properties to the Claimant. In other words, even if the Agreement had been performed, the Claimant would have paid S$3,380,000 for a property worth only S$2,796,875. I note that the same reasoning would apply in respect of 17MC. As an aside, this is a further reason militating against awarding damages based on reliance loss, since such an award of damages cannot be used to rescue a claimant from a bad bargain where he would not have recovered all his expenditure even if the contract had been performed (see Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd [2016] 2 SLR 1056 at [24], citing C & P Haulage v Middleton [1983] 1 WLR 1461 at 1468). Accordingly, I find that the Claimant’s expectation loss is S$3,300,875 (ie, S$2,796,875 + S$504,000) and award that sum as damages for the Defendant’s breach of the Agreement.

42 As described above, such an award does not compensate the Claimant for the higher price he agreed to purchase the Properties at, as to do so would put the Claimant in a better position than if the Agreement had been performed. This is readily apparent when the sum of S$3,300,875 is compared against the Claimant’s submission of S$4,464,000 (which totalled the payments made by the Claimant pursuant to the prices set out in the Agreement), the difference being S$1,163,125 which is equivalent to the Defendant’s mark-up on the price of the Properties ie, ($3,380,000 - S$2,800,000 ⁸⁴ ) + ($3,380,000 - S$2,796,875 ⁸⁵ ).

43 I turn now to consider whether the sum of S$1,163,125 is recoverable under a Quistclose trust or by way of a claim in unjust enrichment.

44 There are four key principles that govern the doctrine of a Quistclose trust under Singapore law (Envy Asset Management Pte Ltd v CH Biovest Pte Ltd [2024] SGHC 46 at [46], citing Attorney-General v Aljunied-Hougang-Punggol East Town Council [2015] 4 SLR 474 (“AHPETC”) at [114]):

45 The Claimant submits that moneys were transferred by the Claimant to the Defendant for the specified purpose of obtaining title and ownership of the Properties. ⁸⁶ Moreover, the Claimant lacked the intention to part with the entire beneficial interest in the transferred money and the Defendant did not have free disposal of the money as he was under a power or duty to apply the money in accordance with the specified purpose. ⁸⁷ Accordingly, a resulting Quistclose trust arose and since the Defendant is unwilling or unable to use the money for the specified purpose, then the Defendant is liable to return the money to the Claimant. ⁸⁸

46 With respect, I am unable to agree with the Claimant. While at a very broad level the Claimant may argue that he did pay moneys to the Defendant for the purpose of obtaining legal title to the Properties, such a purpose, in my view, does not engage the doctrine of Quistclose trusts. As was pointed out in AHPETC at [120]:

These observations apply squarely on the present facts. The Agreement was a simple sale and purchase agreement of the Properties. It is difficult to see how it could be said that the Claimant lacked the intention to part with the beneficial interest in the payments made to the Defendant under the Agreement. In a sale and purchase agreement of this sort, the moneys received by the seller would be at the seller’s free disposal. In addition, it is not disputed that the Defendant would have earned a profit on the Properties, and the Defendant would have been entitled to retain such profit, which is inconsistent with any power or duty on the Defendant to apply the moneys in any manner.

47 In view of the above, I find that a Quistclose trust does not arise.

48 I come finally to the Claimant’s claim in unjust enrichment. Even proceeding on the assumption that a claim in unjust enrichment is available on the present facts (though, as I will discuss later at [50], I have serious reservations on this), I am of the view that the Claimant would not, in any event, succeed in pursuing such a claim. It is well-established that to succeed in a claim for unjust enrichment, the following requirements must be satisfied (Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd [2011] 3 SLR 540 at [110]):

49 In respect of the third requirement, the law deems an enrichment to be unjust only if the plaintiff is able to plead and prove a recognised unjust factor (Thong Soon Seng v Magnus Energy Group Ltd [2023] SGHC 5 at [61], citing Wee Chiaw Sek Anna v Ng Li-Ann Genevieve [2013] 3 SLR 801 at [129]–[134]). In the present case, the Claimant relies on the unjust factor of total failure of consideration. ⁸⁹ To establish the unjust factor of failure of consideration, the Claimant must show, among other things, that there is no valid contract between the parties (Shanghai Afute Food and Beverage Management Co Ltd v Tan Swee Meng [2024] 3 SLR 1098 at [147], citing Tang Hang Wu, Principles of the Law of Restitution in Singapore (Academy Publishing, 2019) at para 06.021). However, it does not appear that the Agreement has been terminated, and the Claimant has not, in any case, pleaded otherwise. In this regard, termination is always a matter of choice and neither a breach of contract nor a repudiation operates to terminate the performance of the contract automatically (Ho Chee Kian v Ho Kwek Sin [2024] 3 SLR 888 at [48]). It follows that the Agreement remains afoot and a valid contract subsists between the Claimant and the Defendant. Accordingly, the unjust factor of total failure of consideration cannot be established by the Claimant.

50 There is, in any event, a potential further difficulty, namely that such a cause of action may not even be available to the Claimant in these circumstances. As I have explained in earlier decisions, I am of the view that unjust enrichment is an interstitial cause of action and recourse to the doctrine of unjust enrichment cannot generally be had where more conventional causes of action are available (Ng Chee Tian v Ng Chee Pong [2025] 3 SLR 235 (“Ng Chee Tian”) at [52]; Envy Asset Management Pte Ltd v Lau Lee Sheng [2025] SGHC 144 at [80(b)]). In my mind, this principle would apply regardless of the precise unjust factor that is applicable, since the concern about unduly encroaching on more established doctrines would apply equally irrespective of the identity of the particular unjust factor at hand (see Ng Chee Tian at [59]–[61]). Even though I recognise that, in theory, there are circumstances in which unjust enrichment could conceivably apply in the interests of justice and fairness even where other causes of action are available (see Ng Chee Tian at [67]; Esben Finance Ltd v Wong Hou-Lianq Neil [2022] 1 SLR 136 at [247]), the present facts do not disclose any exceptional circumstances to warrant consideration of any such exception. Therefore, as the Claimant’s entitlement to the sum of S$1,163,125 falls within the contractual framework and has been addressed and disallowed on that basis, there may simply be no scope for the operation of unjust enrichment.

51 For the above reasons, the Claimant’s claim in unjust enrichment must fail.

52 The Defendant’s counterclaim can be dealt with briefly, given that it is based on the same factual account stated in his Defence. ⁹⁰ As I have found in favour of the Claimant’s version of events, it follows that the Defendant’s account of the facts must be rejected. Moreover, even if I had accepted the Defendant’s account, I see no basis to award damages to the Defendant for the costs that have been incurred for and the future costs of the litigation between the Defendant and the Developer. I therefore dismiss the Defendant’s counterclaim in its entirety.

53 The lesson in this case is a simple one: know what you buy and know what you sell. Here, the bargain between the parties was for the sale of the Properties. The law holds the parties to that bargain. In that context, and for the foregoing reasons, the Claimant has made out his claim for breach of contract and is awarded damages of S$3,300,875.

54 On the matter of costs, if these are not otherwise agreed, the parties are to file submissions on costs, limited to no more than five pages each, within two weeks of the issuance of this judgment.