1 A termite infestation may remain largely concealed until the unfortunate point where the accumulated damage inevitably reveals it. By then, rectification is often extensive and time-consuming. However, before the infestation gets to that point, it is certainly possible for less obvious signs to hint at the problem. If one manages to spot the hints, eliminating the colony and avoiding extensive damage is usually still possible.

2 In this case, the tenant observed discolouration, patches and damage to the parquet floor over repeated visits. It assumed that the condition was pre-existing and made no report to the landlord. By the time active termites were discovered after the tenancy, the damage was extensive. The case therefore asks whether—even if the tenant did not cause the termite infestation—its day-to-day possession of the premises carried any responsibility to report warning signs which came to its attention when the landlord, being out of possession, had no comparable opportunity to observe them; and, if so, what part of the eventual damage can properly be attributed to its failure to do so.

3 The respondent (“Ms R”) was the landlord of [address redacted] (the “Property”). The claimant (“CPL”) was the tenant. The parties entered into a written tenancy agreement dated 7 November 2023 for a term of 24 months, from 7 November 2023 to 6 November 2025, at a monthly rent of $5,600. CPL paid a security deposit of $11,200, being two months’ rent.

4 CPL is a company and it leased the Property to be used by several of its employees as accommodation. The tenancy was administered by CPL through different staff at different times, and also through its agent (“Mr CEA”), who generally acted as the channel through which CPL raised maintenance matters concerning the Property to Ms R through her agent (“Ms REA”). In the course of the tenancy, a number of issues were raised. They concerned, among other things, defects relating to window locks, doors, sanitary fittings, water heaters, leaks, and the air-conditioning units.

5 Most of those issues were attended to and resolved contemporaneously. One, however, was left unresolved. CPL had raised problems concerning two air-conditioning units with Mr CEA in June 2024. It eventually replaced them at its own expense in August 2024, and the parties later disagreed over whether Ms R was obliged to bear that cost. A separate problem also emerged at the end of the tenancy. The parquet flooring was found at handover to have deteriorated substantially. CPL had made no report about the floor during the tenancy. An inspection arranged by Ms R and undertaken by a pest contractor after handover confirmed the presence of active subterranean termites at several locations in the Property. In view of the termite issue, Ms R retained the entirety of CPL’s security deposit.

6 CPL then brought the present claim seeking to recover $14,380. This comprises the return of its $11,200 deposit and reimbursement of $3,180 paid for the two replacement air-conditioning units. Ms R denies both claims. As to CPL’s security deposit, she contends that its failure to report the deterioration in the flooring deprived her of the opportunity to investigate and treat the termite infestation earlier, thereby causing her losses which substantially exceed the value of the deposit. The total losses suffered, Ms R says, comprise $1,656.80 for pest treatment, $24,854.80 for 135 days of lost rent, and $3,600 representing the rent concession granted to the incoming tenant in return for undertaking the floor repairs. Those sums total $30,111.60 and, after giving credit for the deposit retained, Ms R counterclaims $18,911.60, rounded to $18,912. In respect of the air-conditioning units, Ms R’s position is that she arranged for their replacement within a week after the problem was brought to her agent’s attention. Despite that, CPL nevertheless proceeded with its own installation the day before her contractor was due to attend, without approval, and after her agent had already instructed Mr CEA to cancel CPL’s arrangement. Thus, Ms R disputes liability for the cost CPL itself decided to incur.

7 I heard the parties’ evidence on 23 June 2026. CPL’s representative and Ms R gave evidence. CPL also called two of its employees: the employee who administered accommodation matters for CPL (“Ms CA”), and the employee whose responsibilities included periodic safety inspections of the Property (“Mr CS”). Mr CEA was not called by CPL to give evidence. Ms R had filed a witness statement from Ms REA, but later elected not to call her because Ms REA was overseas at the time of the hearing. Given that Ms REA was not before me to verify the truth of her statement or to answer questions thereon, I do not rely on it as proof of disputed events. My findings concerning the agents’ communications are based principally on the contemporaneous emails and messages which were placed in evidence, read with the oral evidence which was given by the witnesses that did attend.

8 CPL’s case concerning the air-conditioning is that the units in the two common bedrooms ceased cooling properly despite regular servicing. On 21 June 2024, it asked Mr CEA to obtain Ms R’s decision on whether the units would be replaced. It continued to pursue the matter over the next two months but received no response from Ms R. Accordingly, given that the rooms also had no ceiling fans, it eventually decided to engage its own contractor for the sake of its employees’ welfare (cf [4] above). That contractor installed two replacement units on 29 August 2024 and charged CPL $3,180. In support of its claim, CPL relies on cl 2(k) of the tenancy agreement, under which Ms R was to bear the cost of air-conditioning replacement arising from fair wear and tear. It also relies on Ms R’s retention of the new units after the tenancy.

9 Ms R says that her side—referring to her and Ms REA—first received notice of the problem with the air-conditioning units on 21 August 2024. Within a week, they arranged for an installer to attend on 30 August. On the evening of 28 August, Ms REA informed Mr CEA of that arrangement and instructed him to cancel the installation which CPL had scheduled for the next morning. Despite that, CPL proceeded with its installation. Ms R says that this was done without the prior approval required for work costing more than $250 and after Mr CEA had been told that CPL would proceed at its own expense. Any failure to convey her arrangements to the employees handling the matter, she says, arose within CPL’s communications with its own agent.

10 In connection with its claim vis-à-vis the air-conditioning units, CPL also relies on discussions shortly before the tenancy ended. In October 2025, Mr CEA conveyed a proposal under which Ms R would pay CPL $2,000 for the units. CPL informed Mr CEA on 29 October that it wished to accept that proposal. Ms R says that the acceptance was never conveyed to her or Ms REA and that no compromise was concluded.

11 As regards the termite infestation discovered after the tenancy, CPL says that the parquet was aged, discoloured and locally damaged when the tenancy began. It relies on photographs and a video taken around that time. It also points out that no pre-tenancy termite inspection was conducted and that there was a substantial water leak during the tenancy. At that time, someone representing Ms R attended at the Property in connection with that leak. CPL says that she thereby knew, or at least had the opportunity to know, about the floor. CPL also contends that there is no evidence that its employees introduced the termites or used the Property in a manner which caused the infestation.

12 CPL accepts that it made no report about the floor during the tenancy. Both Ms CA and Mr CS testified that they observed discolouration and patches during their periodic visits. However, they regarded them as part of the pre-existing condition and assumed that a predecessor or the agents already knew about them. Furniture also covered part of the area which was most severely affected. In general, CPL says that the condition ultimately found could have resulted from the age of the parquet, a latent infestation which pre-dated the tenancy, the water leak, or some combination of those matters.

13 Ms R relies on the extent of the deterioration recorded at the end of the tenancy. The adduced photographs show missing, lifted and eroded parquet blocks, exposed substrate, and damage to doorframes and skirting. Given this, Ms R contends that this condition would have developed over time and would have been apparent to CPL’s occupants and inspection staff. CPL had an established channel for reporting maintenance issues and used it regularly for other defects. According to Ms R, a timely report about the floor would have led her to investigate the condition, discover the infestation and commence treatment while the tenancy continued.

14 The parties also differ over what financial consequence can be said to follow from CPL’s silence, assuming such silence was a breach of the tenancy agreement. As stated, Ms R attributes the entire pest-treatment expense, as well as the whole period of vacancy and the rent concession (cf [6] above) to that failure. In CPL’s submission, the commencement date of the termite infestation is unproved. Further, the evidence supplies no allocation between deterioration which timely reporting might have avoided and deterioration for which Ms R would have been responsible in any event. It also disputes that the condition of the Property caused the whole 135-day vacancy.

15 As against that background and the parties’ cases, three issues arise: (a) whether CPL has proved that Ms R is obliged to reimburse the $3,180 paid for the two replacement air-conditioning units; (b) whether Ms R has proved a contractual basis for retaining any part of CPL’s security deposit in respect of the flooring and termite infestation, and the amount which she may retain; and (c) whether Ms R has proved any counterclaim beyond the sum which she may retain from the security deposit.

16 It is important that the second and third issues be dealt with separately. Pursuant to the clause in the parties’ tenancy agreement concerning the security deposit (cl 2(b)), Ms R may resist repayment to the extent that she establishes that CPL “fail[ed] to perform and/or comply with any of the conditions of [the] Tenancy Agreement”, and that the sums deducted from the deposit are needed to “remedy [those] breach[es]”. As such, a positive order on her counterclaim would require her recoverable loss to exceed the $11,200 which she already holds. Equally, CPL bears the burden of proving its entitlement to the separate claim concerning the air-conditioning units.

17 For each deduction under cl 2(b), Ms R must establish an obligation owed by CPL, the facts constituting its breach, the loss caused by that breach, and the amount reasonably required to remedy it. Counterproof that the loss is more properly attributable to fair wear and tear only arises at the next stage. The burden lies on the tenant to establish the facts necessary to bring itself within that exception, but that burden only arises after the landlord has established the obligation relied upon, the tenant’s non-performance, and the factual basis of the loss claimed. Accordingly, Ms R bears the burden on those antecedent matters; CPL bears the burden of making good any answer based on fair wear and tear. I explained this sequence of proof more fully in JHK v JHL and another [2026] SGSCT 16 at [16]–[40].

18 As regards proof of loss, the required causal inquiry compares Ms R’s actual position with the position she would probably have occupied had CPL performed the obligation in question. Thus, Ms R must establish the fact and amount of any loss revealed by that comparison, using evidence as precise as the circumstances reasonably permit. Where the fact of loss is established but its exact amount cannot be proved, the court or tribunal must make the soundest assessment which the available evidence allows (see, eg, Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another [2008] 2 SLR(R) 623 at [27]–[31]). Put another way—and I am partial to how Lord Shaw put the point in Watson, Laidlaw & Co Ltd v Pott, Cassels & Williamson 1914 SC (HL) 18—“[t]he restoration by way of compensation is … accomplished to a large extent by the exercise of a sound imagination and the practice of the broad axe” (at 29–30).

19 Four provisions of the tenancy agreement bear on the air-conditioning dispute. They provide:

20 Clauses 2(g) and 2(i) dealt with replacements, repairs and maintenance work generally. By contrast, cll 2(j) and 2(k) dealt with the regular maintenance of, and repair or replacement work specifically in relation to the air-conditioning units. Given this, the same work falling within the narrower scope of the latter terms would, in most cases, also fall within the broader ambit of the former terms. In situations like these, where the parties’ contract contains more than one term which might—on their plain formulation—apply to a single situation, the first question that needs to be asked is how those terms are to be construed collectively so as to render them coherent.

21 Two principles of contractual interpretation assist us in this regard. First, a contract must be construed as a whole. So far as possible, effect should be given to every part of it, and no provision should be treated as inoperative or surplus (see, eg, Travista Development Ltd v Tan Kim Swee Augustine [2008] 2 SLR(R) 474 at [20]). Second, where specific terms are inconsistent with general terms, the specific terms supersede or vary the general terms to the extent of the inconsistency (see, eg, Sintalow Hardware Pte Ltd v OSK Engineering Pte Ltd [2017] 2 SLR 372 at [53]–[58]). The precise scope of the qualification provided by the latter principle is important. A general provision is only displaced to the extent necessary to give effect to the specific provision. Any part of the general provision which can sensibly operate alongside the specific provision should continue to be given effect.

22 Applying those principles, one can easily see that, to the extent that the four clauses reproduced above might produce different results in respect of the same subject matter, those differences concern the allocation of cost. Clause 2(f) provides a useful point of comparison. It specifically required CPL to replace electric bulbs and tubes at its own expense, with no qualification that such “expense” is capped at $250. If one were to interpret the cost allocation in cl 2(g) as applicable also to the replacement of electric bulbs and tubes, CPL would bear only the first $250 where the expense exceeded that amount, while Ms R would bear the balance. However, reading cl 2(f) subject to cl 2(g) would qualify the unqualified allocation in cl 2(f) and render cl 2(f) otiose since its existence would then add nothing to the parties’ agreement beyond that which was already provided for by cl 2(g). That would go against both principles of interpretation stated above.

23 Accordingly, the more coherent interpretation is that cl 2(g) prescribed the allocation for replacements generally, while cl 2(f) displaced that allocation where electric bulbs and tubes were specifically concerned. CPL thus remained responsible for the whole expense of replacing that narrower class of items, even where the expense exceeded $250. Similarly, cl 2(j) specifically required CPL to bear the expense of servicing and maintaining the air-conditioning units at least once every three months. If the cost allocation in cl 2(i) applied to such work, Ms R would bear any expense exceeding $250. That would qualify the specific and unqualified allocation in cl 2(j). Clause 2(k) presents the converse situation. It required Ms R to bear the cost of repair, replacement or renewal arising from fair wear and tear or damage not caused by CPL. Yet, if the cost allocations in cll 2(g) and 2(i) applied, CPL would still have to bear the first $250 of that expense. Conversely, where a breakdown or malfunction followed CPL’s failure to service the units, cl 2(k) placed the expense on CPL; applying the general clauses in the face of cl 2(k) would nevertheless shift the amount exceeding $250 to Ms R.

24 On my analysis, none of these results could have been intended. The cost allocations in cll 2(j) and 2(k), being specific to the air-conditioning units, must prevail over those in cll 2(g) and 2(i) to the extent they are inconsistent. It thus follows that, where repair or replacement work properly falls within the scope of cl 2(k), that clause determines which party bears the whole expense. That being said, I am of the view that the prior-approval and sourcing requirements in cll 2(g) and 2(i) stand on a different footing from the cost allocations. They do not allocate the expense of the work. Rather, they regulate how work costing more than $250 is to be arranged. Those requirements can sensibly operate alongside cl 2(k). Indeed, where cl 2(k) makes Ms R responsible for the whole expense, there is an evident reason for allowing her to consider whether the proposed work is necessary and, if she wishes, to source the replacement or engage her own contractor. In my view, therefore, while the specific allocation of cost in cl 2(k) displaces the $250 allocation in cll 2(g) and 2(i), it leaves their prior-approval and sourcing requirements intact.

25 This construction gives effect to the principle that specific terms are to supersede general clauses only to the extent that inconsistency arises. It is also in step with the general position taken by the authorities where a landlord is responsible for repairing premises in the tenant’s possession. The landlord must ordinarily receive notice of the defect and a reasonable opportunity to carry out the necessary work. If the landlord thereafter fails to act within a reasonable time, the tenant may undertake the work and recover its reasonable cost (see Hill and Redman’s Law of Landlord and Tenant (John Furber gen ed) (LexisNexis, Issue 156, Jun 2026) (“Hill and Redman”) at A[3506], A[3727], A[3729]; and Lye Lin Heng, et al, Landlord and Tenant Law in Singapore (LexisNexis, 2nd Ed, 2020) (“Lye Lin Heng”) at 126–128, 132–133; as examples, see Green v Eales (1841) 2 QB 225; Granada Theatres Ltd v Freehold Investments (Leytonstone) Ltd [1959] Ch 592; O’Brien v Robinson [1973] AC 912). Accordingly, even if the replacement of the air-conditioning units properly fell within the cost allocation provided for by cl 2(k), CPL could not just incur the expense and require Ms R to reimburse it. It had first to notify her of the malfunction, seek her approval and allow her a reasonable opportunity to investigate the problem and arrange the replacement for which that clause made her financially responsible.

26 The chronology begins on 21 June 2024. Following an inspection of the Property, CPL emailed its agent, Mr CEA, concerning several maintenance matters. Relevantly, in respect of the two air-conditioning units on the second level, it reported that they were leaking and that their gas ran out within about three months. The email noted that its air-conditioning contractor had informed Mr CEA of the problem the day before, attached a report of the inspection, and asked Mr CEA to ask Ms R whether she would replace the units. To avoid any doubt, the email was addressed to Mr CEA and copied to several of CPL’s employees—there is no contemporaneous evidence, however, showing that the email was forwarded to either Ms R or Ms REA.

27 CPL followed up with Mr CEA on 22 July. It said that the units in the two common bedrooms were functioning poorly and asked for fans to be provided if Ms R could not decide soon whether to replace the compressor and units. In its follow-up with Mr CEA, CPL expressed concern about the welfare of the employees housed at the Property and noted the possibility that hotel accommodation might otherwise have to be arranged if the air-conditioning issue was not resolved soon. On 23 July, Mr CEA replied that he had informed Ms REA of the problem but had received no response. CPL followed up again on 6 August. The next day, Mr CEA repeated that he had informed Ms REA, adding that Ms R was outside Singapore and that no reply had been received. Following a telephone conversation on 20 August, Ms CA recorded in an email to Mr CEA her understanding that Ms R would return only at the end of the month and asked him to arrange an urgent repair that week.

28 As far as CPL’s claim against Ms R for reimbursement is concerned, the evidential significance of those communications is limited. They at most show that CPL pursued the matter with Mr CEA and that he represented to CPL that he had informed Ms REA. They do not, without more, establish that he had in fact done so. Mr CEA was not called to explain when, how or what he had communicated to her, and no corresponding message to Ms REA was produced. The direct evidence available—a WhatsApp exchange—only shows that notice reached Ms R’s side on 21 August. At 3:55pm, Mr CEA informed Ms REA that the air-conditioning had “already spoilt” and asked her to have Ms R replace it. At 4:08pm, Ms REA asked for the reports and the number of units involved. Mr CEA replied that he would check with the air-conditioning contractor. As the exchange is evidenced by a contemporaneous screenshot, I can rely on it without having to consider Ms REA’s witness statement (cf [7] above). On the evidence before me, therefore, the earliest that it can be said that notice of the issue reached Ms R’s side is 21 August.

29 Indeed, quite apart from the lack of evidence on CPL’s part, it is worth recording some doubts about whether Mr CEA in fact conveyed CPL’s requests as he represented that he did on 23 July. If he had done so, one would expect the exchange on 21 August to contain at least some reference back to the earlier communication—whether by way of a reminder, a follow-up, or a query about the absence of a response. Instead, Mr CEA appears to introduce the problem afresh, while Ms REA responds by asking for the reports and the number of units involved. Those are the basic details one would naturally expect her to seek upon first being informed of the problem. Although this is not conclusive, the tenor of the exchange lends further support to the conclusion that notice of the issue only reached Ms R’s side on 21 August.

30 In any case, whatever Mr CEA did or did not relay to Ms R’s side, CPL continued to pursue Mr CEA. On 27 August, it asked him for an update. By then, it had obtained a quotation of $3,180 for two replacement units and new piping. At 9:37am on 28 August, CPL sent that quotation to Mr CEA and informed him that installation would take place the next morning. It explained that its management had decided to proceed because the matter remained unresolved. It also asked how it could recover the cost from Ms R. Later that day, Mr CEA informed Ms REA by WhatsApp that CPL had engaged its own contractor to replace the units the following morning.

31 In response to that information, at 7:26pm, Ms REA told Mr CEA that Ms R had already made arrangements for an installer to attend on 30 August, that the proposed replacement would be for a “system 3” air-conditioner, and that he should therefore cancel CPL’s appointment. Mr CEA then forwarded messages which he presented as CPL’s responses. They stated that CPL had arranged the replacement at its “own cost”, that it would proceed, and that he should “[p]lease just inform” Ms R. At 8:23pm, Ms REA asked him to confirm, “to be absolutely clear”, that CPL would replace the units at its own expense and that they would belong to Ms R when the tenancy ended. Mr CEA’s reply was not especially coherent; to that, he said: “[t]he tenant text about they change them”. Ms REA responded: “[t]hen? Meaning?” To this, Mr CEA indicated that he had forwarded Ms REA’s message to CPL.

32 The exchange resumed the next morning. At 9:38am, Ms REA chased for a reply. Mr CEA replied immediately that he had informed CPL. Since that did not answer Ms REA’s query, she asked again what their reply was. Mr CEA then stated that CPL’s response was “noted”. Mr CEA also forwarded a further message stating that the installation arranged by CPL remained fixed for that day at 10:00am. At 10:06am, Ms REA asked whether CPL was still proceeding with its own replacement works and whether Ms R’s side should accordingly cancel the arrangements made. Mr CEA did not answer and, in the end, CPL’s contractor attended in the morning of 29 August to install the two units. CPL paid the invoiced sum on 13 September.

33 Before me, Ms CA testified that Mr CEA did not tell her before the installation that Ms R had arranged an installer or that Ms REA had instructed him to cancel CPL’s appointment. I accept her evidence as to what was conveyed to her. It explains why she and the other employees handling the matter continued to believe that CPL had to make its own arrangements. The contemporaneous messages establish what Ms REA conveyed to Mr CEA, but do not reveal what he thereafter conveyed within CPL. As Mr CEA was not called, I am unable to determine whether he passed on Ms REA’s instruction and, if so, to whom. I therefore find that the instruction only reached Mr CEA on the evening of 28 August, but was not conveyed to Ms CA before CPL proceeded with the installation the next morning.

34 Even if I assume, for the moment, that the cost of replacement ought to be allocated—under cl 2(k)—wholly to Ms R and not CPL, CPL’s claim would nevertheless fail for a more fundamental reason. A notification given to an agent is effective against the principal where it is received within the scope of the agent’s actual or apparent authority, irrespective of whether it is subsequently transmitted to the principal. Connectedly, a principal is generally attributed with knowledge concerning the subject matter of the agency which the agent acquires while acting for the principal (see Peter Watts and F M B Reynolds, Bowstead and Reynolds on Agency (Sweet & Maxwell, 23rd Ed, 2024) (“Bowstead”) at paras 8-205–8-208; also see, eg, The “Dolphina” [2012] 1 SLR 992 at [216]–[224] and [250]–[252]). An agent is also generally under a duty to keep the principal appropriately informed about matters which concern the agency (see Bowstead at para 6-021; also see, eg, Grains and Industrial Products Trading Pte Ltd v Bank of India and another [2016] 3 SLR 1308 at [104]–[110]). Consistent with these principles, where it is reasonable for a contracting party to regard communication to the agent as equivalent to communication to the principal, the fact that the agent did not pass the information on is immaterial (see, eg, Yong Sheng Goldsmith Pte Ltd v Liberty Insurance Pte Ltd [2011] SGHC 156 at [12]–[29]).

35 In my view, these principles apply squarely in the present circumstances. CPL appointed Mr CEA as its representative for the tenancy and consistently used him as the channel through which maintenance matters were raised with Ms R through Ms REA. The communications concerning the air-conditioning units fell precisely within the scope of that appointment. On the evening of 28 August, Ms REA informed Mr CEA that Ms R had arranged for her own contractor to replace the units on 30 August and instructed him to tell CPL to cancel its appointment. When Mr CEA conveyed that CPL nevertheless intended to proceed, Ms REA asked him to make it “absolutely clear” that CPL would do so at its own expense and that the replacement units would remain with the Property. Mr CEA thereafter represented that he had informed CPL and that its response was “noted”.

36 As suggested at [33] above, given Ms CA’s direct evidence that she had not been told by Mr CEA what Ms REA had conveyed, there is at least some doubt about whether Mr CEA actually communicated what he had been told to anyone at CPL. Even if he had not, however, that would not enable CPL to disavow his exchange with Ms REA. Mr CEA received the instruction while acting as CPL’s authorised representative on the very matter entrusted to him. In the circumstances, it seems to me a wholly sensible conclusion that CPL ought to be fixed with what was communicated to him, and must bear the consequence of any failure on his part to convey it internally. On that footing, I regard CPL as having known that Ms R had arranged for the units to be replaced one day after CPL’s scheduled installation and that, if it nevertheless chose to proceed with its own contractor, Ms R would regard it as doing so at its own expense. CPL then proceeded on that basis. In my judgment, it cannot now resile from the position communicated on its behalf and seek reimbursement from Ms R for the expense which it elected to incur.

37 Even if I am wrong in reaching that conclusion, and Mr CEA’s receipt of Ms REA’s instructions cannot be attributed to CPL, its claim would nevertheless fail upon the proper application of the contractual provisions. To begin, I am satisfied, on the servicing records and oral evidence that CPL observed the three-monthly servicing requirement. I also accept that the units no longer cooled adequately, that CPL’s air-conditioning contractor advised that they should be replaced, and that the malfunction was not shown to have resulted from any default by CPL or its occupiers. The replacement therefore fell within the scope of cl 2(k) with the result that Ms R would ordinarily have borne its cost. However, as explained at [20]–[25] above, the specific allocation of cost in cl 2(k) did not displace the requirement in cl 2(g) for Ms R’s prior approval or her right to source the replacement. CPL could therefore incur the expense on her account only after notifying her of the malfunction and affording her a reasonable opportunity to exercise that right.

38 The difficulty for CPL is that, on the evidence adduced, notice can only be shown to have reached Ms R’s side on 21 August. When it did, Ms REA asked for the reports and the number of affected units within 13 minutes. By 28 August, Ms R had arranged for her contractor to attend on 30 August. Although CPL had been pursuing Mr CEA since June, that earlier period cannot sensibly be treated as time afforded to Ms R in the absence of proof that its agent had in fact conveyed the problem to her side. In my view, arranging the replacement within nine days of receiving notice amounted to action within a reasonable time. CPL had neither obtained Ms R’s approval nor allowed her arrangement to take effect. Instead, it pre-empted that arrangement by installing its own units on 29 August, one day before her contractor was due to attend. Therefore, even if the primary basis of my decision is wrong, on this alternative analysis, CPL still acquired no contractual basis for reimbursement. Nor does Ms R’s eventual retention of the units alter that conclusion. CPL advanced no distinct claim in unjust enrichment, and her retention of the units cannot convert an expense which CPL was not contractually entitled to incur on her account into a debt owed by her.

39 I am mindful that both routes to my ultimate conclusion turn, albeit in different ways, on what Mr CEA did or did not do. Given that, I should be clear that my decision should not be understood as a positive finding that he failed to convey CPL’s earlier requests to Ms R’s side, or that he failed to convey Ms REA’s later instructions to CPL. It rests on the more limited matters which the evidence reliably establishes, namely, that no communication was proved to have reached Ms R’s side before 21 August; Ms REA’s instructions of 28 August were communicated to Mr CEA within the scope of his authority; and he thereafter represented that CPL had been informed and had replied “noted”. If Mr CEA had in fact conveyed the earlier requests in a manner which gave Ms R sufficient notice and a reasonable opportunity to act, that fact—which might have materially altered CPL’s position—was not proved.

40 If, on the other hand, Mr CEA failed to convey information which CPL reasonably believed he had conveyed, any complaint arising from that failure is properly directed against Mr CEA and, where appropriate, the estate agent for which he acted, rather than Ms R. I express no concluded view on any such claim, since no such matter was before me and Mr CEA was not heard. It is enough to observe that para 6 of the Code of Ethics and Professional Client Care in the First Schedule to the Estate Agents (Estate Agency Work) Regulations 2010 (the “Code”), read with reg 3, requires estate agents and salespersons to render professional and conscientious service, act according to their client’s instructions, keep the client informed of material developments, and not withhold relevant information.

41 For completeness, I should note and address CPL’s alternative reliance on the discussions which took place shortly before the tenancy ended (cf [10] above). On 23 October 2025, Mr CEA informed CPL that Ms R had initially declined to reimburse it for the units, but that he had negotiated a payment of $1,500. On 24 October, he wrote that Ms R had agreed to add another $500, bringing the proposal to $2,000, and asked CPL to confirm whether it accepted. He also conveyed Ms R’s position that, if the proposal was rejected, CPL could dismantle and remove the units before handover.

42 On 27 October, CPL informed Mr CEA that it was considering the proposal. He replied that CPL should let him know its decision so that he could “revert to [Ms REA]”. On 29 October, CPL wrote: “We would like to settle the aircon matter at SGD 2,000. Please inform this matter of owner [sic]”. At 7:35am the next morning, Mr CEA replied that he “will revert to owner’s agent on [CPL’s] acceptance”. Unfortunately, however, the documentary record ends there. No subsequent communication conveying CPL’s acceptance to either Ms REA or Ms R was produced.

43 A compromise is itself a contract and must, as such, satisfy the ordinary requirements of contractual formation. The parties must reach agreement upon terms which are sufficiently certain and complete, objectively intend thereby to create legal relations and become immediately bound, and provide valuable consideration. Whether they have done so turns on what they conveyed to one another by words or conduct, viewed against the whole course of the negotiations and the relevant circumstances. Offer and acceptance remain the primary tools by which that inquiry is undertaken. They are not, however, exhaustive requirements to be applied mechanically; the ultimate question is whether the parties’ communications and conduct objectively disclose a concluded bargain (see G J Tolhurst and Elisabeth Peden, Furmston and Tolhurst on Contract Formation: Law and Practice (Oxford University Press, 3rd Ed, 2023) (“Furmston and Tolhurst”) at paras 1.01–1.02, 1.07–1.08, 1.17–1.20; also see, eg, Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal [2009] 2 SLR(R) 332 at [46]–[53] and [60]–[63]). Where an issue arises as to whether an offer has been accepted, the general rule is that the acceptance takes no legal effect until it is properly communicated to the offeror or, at least, to someone authorised to receive it on the offeror’s behalf. From that rule, it follows that neither an uncommunicated decision to accept nor communication of that decision only to the offeree’s own agent ordinarily concludes the bargain (Furmston and Tolhurst at paras 4.54–4.56, 4.63; also see, eg, BGC Partners (Singapore) Ltd v Yap Yuk Hee and others [2021] SGHC 279 at [25]–[26] and [37]–[40]).

44 Accordingly, even if I treat the proposal conveyed on 24 October as a definite offer capable of acceptance, the required communication was not proved. Granted, it is clear that CPL asked Mr CEA to inform the owner. However, though Mr CEA twice stated that he would have to “revert” to Ms REA, there is no evidence that he ultimately did so. Indeed, Ms R’s evidence was that neither she nor Ms REA had been informed of CPL’s acceptance, and no contemporaneous document contradicts that account. In those circumstances, as CPL only communicated its acceptance to its own agent, that was plainly insufficient to conclude a valid and enforceable compromise.

45 In any case, even if the evidence had established a valid compromise, CPL would not have been able to pursue a claim resting on that legal basis before the Small Claims Tribunals (“SCT”). The subject-matter jurisdiction of the SCT is confined by s 5(1)(a) of the Small Claims Tribunals Act 1984 to “specified claims”. Relevantly, para 1(c) of the Schedule identifies as a specified claim one “relating to a contract for the lease of residential premises that does not exceed 2 years”. That provision requires the claim to be grounded on the lease itself; it does not extend to every separate contract which happens to originate from a residential-tenancy dispute (see, eg, JFO v JFN [2026] SGSCT 3 at [13]–[25]).

46 Had the proposed compromise been concluded, CPL’s right to the $2,000 would have arisen from that settlement, which would govern the parties’ rights concerning the compromised dispute. CPL would no longer have been enforcing an obligation arising under the tenancy agreement. The mere factual connection between the two contracts would not, in my view, have been enough to bring it within the ambit of para 1(c). Any claim to enforce it would therefore have had to be pursued before a court of competent jurisdiction, not the SCT. Therefore, even if I have erred on the facts, CPL’s reliance on the compromise discussions would not have afforded it a remedy here.

47 Six provisions of the tenancy agreement bear on the parties’ dispute in respect of the Property’s flooring. They provide:

48 Read separately, some of these provisions appear to overlap. The reference in cl 2(e) to the “interior” of the Property is, in ordinary language, broad enough to encompass its flooring. That clause could therefore be read as requiring CPL to keep the floor in good and tenantable repair throughout the tenancy. Clause 4(c), however, expressly identified the “floors” as one of several parts of the Property which Ms R was to keep in that condition. Clauses 2(e) and 2(y) also contained overlapping obligations concerning the condition in which CPL was to return the Property. As before (cf [19]–[25] above), the question, again, is how these provisions should be read together without depriving any of them of sensible operation.

49 Applying the principles of interpretation articulated at [21] above, cl 4(c) must, in my view, qualify the more general obligation in cl 2(e) insofar as the floor is concerned. Clause 4(c) specifically identified a narrower set of constituent parts of the Property for which Ms R assumed the repairing obligation: the roof, ceiling, main structure, walls, floors, internal or embedded wiring, and pipes. Although several items in that list are structural or infrastructural, I do not read the unqualified reference to “floors” as confined to the load-bearing slab. The parquet was permanently laid as the surface upon which the occupants walked and, in ordinary description, formed part of the floor itself. It was not furniture or another movable content of the Property, and cl 2(e) did not separately identify floor coverings as a distinct subject of CPL’s repairing obligation. Clause 2(e), by comparison, dealt with the interior generally and then identified sanitary and water apparatus, furniture, doors, windows, fixtures and fittings as examples. If cl 2(e) were nevertheless construed as placing the same repairing obligation for the floor on CPL, the express reference to “floors” in cl 4(c) would be left with no meaningful work to perform. On my analysis, cl 4(c) displaced cl 2(e) only to that extent. Clause 2(e) continued to govern the remaining parts and contents of the interior falling outside the specific allocation in cl 4(c).

50 The two yielding-up provisions should be understood in the same manner. Clause 2(y), being directed specifically to the condition of the Property when the tenancy ended, qualified the more general concluding words of cl 2(e). It required CPL to return the Property in like condition, but expressly excepted fair wear and tear and acts of God. Neither provision purported to reverse, upon handover, the allocation of repairing responsibility made elsewhere in the agreement. Any other interpretation would produce the strange result that cl 4(c) made Ms R responsible for deterioration of the floor throughout the tenancy, only for the same deterioration to become CPL’s responsibility at the moment the Property was returned. In my view, “like condition” refers to the condition which CPL was contractually obliged to preserve; it does not transfer to CPL a repairing obligation which cl 4(c) specifically placed on Ms R.

51 Clauses 2(h) and 2(m) performed different functions. Clause 2(h) preserved CPL’s responsibility for damage occasioned by an act, default or negligence attributable to it. Importantly, the word “occasioned” required a causal connection between the relevant act, default or negligence and the damage claimed. The mere presence of damage at handover did not, without more, make CPL responsible for it. Clause 2(m), in turn, allocated no repairing obligation and imposed no liability for the cost of repairs. It supplied the practical means by which Ms R could inspect the floor and perform the work assigned to her under cl 4(c): CPL was required to afford her and her contractors access for those purposes.

52 Clause 2(d) does not, in my view, alter this analysis. It established a 30-day mechanism through which defects present at the commencement of the tenancy could be identified, recorded and, thereafter, rectified. The converse proposition—that CPL became responsible for every defect which it did not identify within that period—was not expressed. In particular, cl 2(d) contained no deeming provision by which an unidentified defect was treated as having arisen during the tenancy, and no language transferring to CPL the repairing obligations specifically allocated to Ms R under cl 4(c). There is therefore no textual basis for such an interpretation. Indeed, such a reading would also have the unreasonable effect of rendering CPL responsible for latent defects which would not—and, indeed, could not—have been discovered within 30 days. As such, in my view, the most sensible interpretation of cl 2(d) is that it principally served a partly-evidential and partly-administrative purpose. It did not have any bearing on how the parties’ substantive responsibilities had been allocated by the other clauses of their agreement.

53 Read as a whole, therefore, the agreement allocated the repair of the floor to Ms R where deterioration arose through age, ordinary use or some other cause not attributable to CPL’s side. That being said, CPL remained responsible under cl 2(h) for damage caused by its own act, default or negligence, and was required under cl 2(m) to afford Ms R access for inspection and repair. This interpretation of the relevant contractual provisions does render the parties’ allocations largely coherent, but it does leave open a separate question: whether CPL was obliged to report material deterioration which became apparent while it occupied the Property and, if so, whether any additional damage was caused by its failure to do so.

54 Before turning to the existence and content of any obligation to report material deterioration, however, I pause to make some observations about the general state of short tenancy agreements in Singapore. The parties’ agreement in this case is typical of many which come before the SCT. They appear to have been drafted by accretion, with provisions directed at particular concerns added or amended at different times and without the agreement thereafter being reconsidered as a whole. Several clauses may, as a consequence, apply to the same event, while seeming to prescribe allocations of responsibility, procedure and cost which do not obviously align.

55 The typical circumstances in which these agreements are made provide some explanation for why they are the way they are. Short residential lettings are commonly transacted through estate agents and without solicitors. Estate agents and salespersons may possess familiarity with prevailing market conditions, industry practices, and the practical conduct of a tenancy. Their ordinary training and functions do not generally equip them to advise upon the legal consequences of overlapping covenants or to draft those covenants as a coherent contractual whole. The regulatory framework recognises that. Paragraphs 8(2)–8(3) and 14 of the Code require estate agents and salespersons to explain the meaning and consequences of documents presented for signature, disclose any doubt, and recommend appropriate professional advice where a material issue lies beyond their knowledge or expertise.

56 I am, of course, cognisant that taking legal advice necessarily increases the cost of a residential letting. Parties may reasonably consider that expense disproportionate to a short tenancy, especially where estate agents are already assisting them and seem adequately equipped to do so. However, one must recognise that choice is, in substance, one about risk. A standard form tenancy agreement may not capture with precision the bargain which the parties believe they are making. They may accept that possibility as the price of avoiding the cost of having a tailored agreement prepared. That is understandable. Most short tenancies conclude without dispute. Many of the disputes which do arise usually turn on facts—whether rent was duly paid on time, whether damage occurred or a particular expense was incurred, etc—and do not require the tribunal to deal with the precise meaning of the agreement.

57 Infrequent, however, does not mean never. In cases where the parties’ dispute depends upon the proper meaning of their rights and obligations or the way in which their agreement allocated risk and cost, the use of standard form agreements tends to create problems of misapprehension. In many such cases, my experience has been that parties are—often for the first time at the trial of their dispute—discovering that their respective understandings differ from each other and from the meaning which their agreement objectively bears. The law ascertains that meaning from the words used, read in their relevant context and as part of the agreement as a whole. An intention which remained private to one party forms no part of that inquiry (see, eg, Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 at [125]–[133]). Therefore, the fact that both parties thought they understood the agreement supplies no assurance that either understanding will prevail once its provisions fall to be construed.

58 That possibility should, in turn, help contracting parties understand why at least some attention ought to be given, before an agreement is signed, to how its language will be understood in law. Before going further, however, I should be clear that I am not saying that parties must treat this as an involved exercise requiring nothing short of technical perfection. Nor am I suggesting that every expectation arising within a short residential tenancy should be reduced to an enforceable covenant. There is, of course, a danger in allowing formal law to consume the whole field of sound social practice. Much of the daily operation of a tenancy depends heavily on courtesy, habit, communication, trust and reciprocity. Sociolegal scholarship has long cautioned against exaggerating the role of formal law in social ordering while overlooking the work performed by informal norms (see, eg, Robert C Ellickson, “Law and Economics Discovers Social Norms” (1998) 27 Journal of Legal Studies 537, especially at 537–540). Attempting to convert every incident of considerate conduct into a legal right or duty may make agreements longer, relationships more brittle and ordinary cooperation unnecessarily juridified.

59 What I am saying is that, where a particular expectation is intended to carry legal consequences, some deliberate thought should be given to how that expectation is expressed. The value of an express allocation becomes especially apparent where ordinary practice supplies no settled answer, where substantial financial responsibility may arise, or where one party must act before the other can perform. In those situations, the parties should be able to ascertain from their agreement who is to do what, by when, at whose cost, following what process and with what consequence if performance does not occur. The law rarely insists upon precision for its own sake. Here, precision serves the practical purpose of enabling each party to understand the bargain, decide whether it is acceptable and conduct the tenancy accordingly.

60 Asking whether the words of an agreement objectively communicate the parties’ intended allocation may still sound technical. Indeed, I am mindful that the analysis in this case, as set out at [19]–[25] and [47]–[53] above, would seem technical, especially to laypersons. However, it had to be technical precisely because the parties here adopted a standard form which disclosed no apparent consideration of how they wished, in detail, to allocate between themselves the relevant rights, obligations, risks and costs. Once the scope of those allocations became decisive to their dispute, I had to identify the provisions which bore on the same subject matter, determine how far they were inconsistent and construe them together, in accordance with the ordinary principles of contractual interpretation.

61 Parties may, of course, leave questions of this kind to be resolved through interpretation if and when a dispute arises. The tribunal remains able to apply the relevant principles and, as the analysis above shows, can usually arrive at a coherent construction. There is, however, a practical difficulty peculiar to proceedings before the SCT. Legal representation is unavailable and parties must formulate and present arguments on contractual interpretation themselves. Some lay litigants may possess sufficient knowledge of the general structure of contract law, the applicable principles and the relevant authorities to do so with precision. That will not ordinarily be the case. This should occasion no surprise. Contractual interpretation is a legal discipline; if arguments of this kind could ordinarily be developed and presented without legal training, there would be little need for a legal profession. With or without arguments, the tribunal must still determine the proper meaning of the agreement. Where the parties are unable to assist with the interpretive questions which arise, much of that work is left to the tribunal. The parties then bear the risk that the construction reached differs from the allocation which either of them had understood the agreement to create. That is the particular risk referred to at [56] above.

62 Parties who wish to reduce that risk would undoubtedly benefit from legal assistance when the agreement is prepared. The involvement of a skilled draftsman with proficiency in the law of leases would be especially useful where a standard form is intended for repeated use. As I observed in JIQ v JIR [2026] SGECT 4 at [50], albeit in a different context, “the universe of eventualities will always be greater than a draftsman’s field of vision or scope of imagination”. A skilled draftsman will usually know how to identify the proper balance between specificity and generality, since either extreme may leave the parties exposed when an unanticipated situation arises. He would also be expected to consider how each provision interacts with the others and to state expressly which allocation is to prevail where their fields of operation overlap.

63 Even without legal assistance, however, several useful improvements can be made through ordinary care in identifying ambiguity and thinking through the situations which the agreement is intended to govern. The present agreement supplies three illustrations:

(a) Clause 2(g) required CPL to replace “any other items” at its own expense up to $250, while cl 2(i) made it responsible for “minor repairs and routine maintenance” not exceeding the same amount. Neither clause identifies the chattels which CPL assumed responsibility for replacing or the work which qualifies as minor or routine. It is unclear, for example, whether CPL was required to replace a dresser, dining chair or light fitting simply because it cost less than $250, or whether an inexpensive repair to, say, an embedded pipe thereby became a “minor” repair. The parties could first have identified the relevant categories of replacement and upkeep, and then stated the separate function performed by the monetary threshold.

(b) The general provisions in cll 2(g) and 2(i) overlap with the specific provisions concerning electric bulbs and tubes in cl 2(f), and air-conditioning in cll 2(j) and 2(k). Their intended relationship could have been stated directly. A sentence explaining which specific cost allocations prevail, and whether the approval and sourcing requirements in the general clauses continue to apply, would have informed the parties of their position before any work was commissioned.

(c) Clause 2(d) described the first 30 days as a “defect-free period”, although its operative words were concerned with the tenant having to identify defects and report them during that period. It left uncertain the effect—be it evidential or substantive—of failing to report an observable defect, the treatment of latent defects, and the position where the starting condition was later disputed. A condition report signed at handover, accompanied by an express statement addressing those matters, would have considerably reduced that uncertainty.

64 Each of those clarifications could have been achieved in a few sentences, and beyond giving the agreement more objective certainty, it seems to me that they would have served an arguably more important subjective purpose. They would have placed the parties on a common footing as to the rights and obligations which each understood the agreement to create, the risks and costs which each understood himself or herself to bear, and the process which each understood ought to be followed. Objective certainty assists a tribunal in determining the parties’ rights after a dispute has arisen. A shared subjective understanding guides the parties’ conduct during the tenancy and may prevent the dispute from arising at all. In practical terms, the latter benefit may—in the end—be the greater one.

65 With those observations, I now return to the present agreement and the question of whether CPL was obliged to report the deterioration which became apparent during the tenancy.

66 The starting point is the common law rule already touched upon at [25] above. Where a landlord covenants to repair property which has been demised to, and remains in the possession of, the tenant, the landlord does not ordinarily fall into breach merely because disrepair arises. The covenant is read subject to an implied qualification that the landlord must first have sufficient information about the defect and, thereafter, a reasonable opportunity to undertake the remedial work. That qualification applies whether the defect is latent or patent, and even where the landlord has reserved a right to enter and inspect the premises (see Hill and Redman at A[3506]–A[3507]; Lye Lin Heng at 126–128; also see Edwards v Kumarasamy [2016] AC 1334 (“Edwards”)).

67 In Edwards, Lord Neuberger (for the court) began by distinguishing two rules. Ordinarily, a covenant to keep premises in repair operates as a warranty that they will be in repair, with the result that breach occurs once they fall into disrepair. The notice rule is an exception where the covenant is given by a landlord in respect of premises which remain in the tenant’s possession. It rests upon the ordinary principles for implying a term—necessity or obviousness—and upon the practical allocation of knowledge which possession produces (at [29]–[38]). The tenant has the immediate opportunity to observe the premises which it occupies; the landlord ordinarily does not. Therefore, a reserved right to enter and inspect does not displace the rule, and the rule continues to apply even where the particular defect is latent and could not reasonably have been discovered by the tenant (at [36]–[38]). Here, the parquet formed part of the Property occupied by CPL, while Ms R could enter only by prior appointment under cl 2(m). The repairing obligation in cl 4(c) therefore fell within the established operation of the rule.

68 Notice for this purpose need not take any particular form or identify the technical cause of the disrepair. It is enough that the landlord receives the information which would put a reasonable person in her position on inquiry as to whether inspection or repair is required. CPL therefore did not have to discover the termites or explain why the parquet was deteriorating. Information about the observable condition of the floor would have allowed Ms R to decide whether to exercise her right of entry, obtain professional advice and undertake the work for which cl 4(c) made her responsible.

69 A distinction must, however, be drawn between the effect of notice upon Ms R’s repairing covenant and the basis of her present claim against CPL. The notice rule means that Ms R could not be held in breach of cl 4(c) before she had sufficient information about the disrepair and a reasonable opportunity to act upon it. It does not, by its own force, make CPL liable in damages for failing to supply that information. Granted, some authorities have described this rule as to notice as the tenant’s “duty” to inform the landlord (see, eg, Morgan v Liverpool Corpn [1927] 2 KB 131 at 143 (per Lord Hanworth MR)). However, that is probably more accurately characterised as a loose use of the word “duty”, and not a distinct obligation owed to the landlord and independently actionable by her. Accordingly, in order for Ms R to succeed in her claim, an obligation of that kind must arise under this agreement. No such obligation was expressed. Thus, it can only arise, if at all, through a term implied in fact.

70 The approach for implication in Singapore was laid down by the Court of Appeal in Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal [2013] 4 SLR 193 at [93]–[101]. The first inquiry is whether the agreement contains a gap and, if so, how that gap arose. Implication will only be considered where the gap arose because the parties did not contemplate the issue. The business-efficacy test then asks whether it is necessary, in the business or commercial sense, to imply a term in order to give the agreement efficacy. Finally, the officious-bystander test identifies the specific term to be implied. Having regard to the need for business efficacy, that term must be one to which both parties would have responded, “Oh, of course!”, had it been proposed when they contracted. If no such clear response can be found, the gap remains and its consequences must follow. A term will not be implied just because it would be reasonable.

71 On the first step, I am satisfied that the present agreement contained a true gap. Clause 2(d) addressed defects identified during the first 30 days of the tenancy. Clause 4(c) placed responsibility for repairing the floor on Ms R, while cl 2(m) provided the means by which she could obtain access to inspect it and undertake the required work. Clauses 2(h) and 2(y), in turn, protected her interest in receiving the Property back without damage occasioned by CPL and in the condition which the agreement required CPL to preserve. None of those provisions addressed what CPL was to do if, after the initial 30-day period, it became aware of material deterioration affecting a part of the Property which Ms R was responsible for repairing. Nothing in the language or structure of the agreement suggests that the parties considered that contingency and consciously decided that CPL could remain silent until handover while the deterioration continued. On my analysis, they simply did not contemplate it.

72 At the second step, a limited reporting term was, in my view, necessary to give the agreement efficacy for two connected reasons. First, it allowed the repairing allocation in cl 4(c) to operate as intended. CPL possessed the Property and had the immediate opportunity to observe its interior. Ms R could enter only by prior appointment under cl 2(m), and would have no occasion to exercise that right unless information from CPL put her on inquiry. Performance of the agreed allocation therefore required the concurrence described at [68] above: CPL had to convey the observable condition and permit access; Ms R would then investigate and undertake any repair for which cl 4(c) made her responsible. Without the first of those steps, she could neither know that her obligation had been called upon nor sensibly perform it.

73 Second, the term was necessary to protect Ms R’s interest in the reversion against avoidable deterioration. I would emphasise the limited nature of that protection. A tenant under a short lease should not readily be taken to assume liability for extensive deterioration merely because it occurred during its occupation. Where no act of the tenant brought about the underlying condition, liability of that breadth would seem disproportionate to its brief possession and would approach the position of an insurer. Even so, a two-year tenancy, though brief in the life of a property, is ample time for termites or another progressive condition to cause major damage while the landlord remains out of possession. Without a reporting obligation, CPL could become aware of material and abnormal deterioration, allow the tenancy to run its course without mentioning it, and leave Ms R without recourse for the additional damage which timely intervention would have avoided. A limited term is thus needed to address that consequence while leaving the contractual responsibility for the underlying deterioration where the express provisions placed it.

74 The final step concerns the precise content of the term. Had the parties been asked when they contracted what CPL should do upon becoming aware, after the initial 30-day period, of observable deterioration affecting the floor which was sufficiently material and abnormal to call for investigation or repair, I am satisfied that both would have regarded the answer as obvious: CPL should inform Ms R within a reasonable time so that she could decide whether to inspect and undertake the work assigned to her. I therefore find that the agreement contained an implied term to that effect. Its limits follow from the reasons which make it necessary. The term imposed no duty of continuous inspection and required no diagnosis of the cause. Cosmetic marks and latent defects of which CPL was unaware fell outside its scope. CPL had only to report the condition which had become apparent; the investigation, diagnosis and repair remained matters for Ms R and her contractors, with access governed by cl 2(m). The express allocation of responsibility also remained unchanged. Ms R continued to bear responsibility for deterioration which CPL did not cause, while CPL would answer only for additional loss caused by its failure to make the required report.

75 The earliest contemporaneous evidence consists of photographs and a video taken around the commencement of the tenancy in November 2023. They depict an aged parquet floor with fading and discolouration at several places, local dark marks and some surface deterioration. No pre-tenancy termite inspection was undertaken. Ms R also accepted that she could not guarantee that termites were absent beneath the parquet at that time. The starting materials therefore record the visible condition of the surface, but reveal nothing about what might then have been occurring beneath it.

76 Mr CS began inspecting the Property in February 2024 as part of CPL’s arrangements for the safety and wellbeing of its employees. He estimated that he attended more than eight times. At his first visit, he saw discolouration at several locations on the second level. Over the course of his later visits, he also observed what he described as “quite a few patches”, including patches away from the area most prominently depicted in the handover photographs. He referred to some of what he saw as “damage”. His evidence did not, however, permit each observation to be assigned to a particular date or the degree of change between successive visits to be measured.

77 Ms CA joined CPL in April 2024 and first visited the Property in June. Thereafter, she and a colleague attended approximately once every three months. She too saw discolouration and patches on the parquet. However, there was no objective evidence before me of the state of the Property during each of those visits, and Ms CA’s evidence similarly did not permit the condition of the floor at each attendance to be reconstructed with any greater precision.

78 Two water-related incidents were recorded in July 2024. On 19 July, water leaked from the heater on the second-level balcony and accumulated in that area. On 26 July, CPL’s occupants reported leakage from the shower and tap in the master-bedroom bathroom, water in the main living area, and water emerging from the ceiling beneath the bathroom. Ms CA said that Ms REA later attended in connection with the latter incident and presumed that she had also seen the floor. The contemporaneous communications discuss the leak, the ceiling below and the plumbing work undertaken, but contain no description or photograph of the parquet and no record that its condition was examined. Further, there is no evidence to connect either incident to the later infestation. The evidence can thus only establish that water ingress occurred. It supplies no reliable account of the condition of the parquet at that time or of whether either incident contributed to its deterioration.

79 Mr CS’s last recorded inspection took place on 20 March 2025. At the time, the tenancy had not yet ended and, as such, the Property was naturally still furnished. This was significant because a table covered part of the area which later appeared among the most severely affected locations in the photographs taken at the end of the tenancy. Other areas of the floor, however, remained exposed. This therefore permitted some, even if not complete, observation of the floor’s condition. Indeed, in this regard, Mr CS’s own evidence was that, by the time of his last inspection, he had seen discolouration, several patches and damage at more than one location. That said, there are no contemporaneous photographs from that visit, and the condition in March can therefore be stated no more precisely than his oral account permits.

80 As stated, the next comprehensive visual record was made at the end of the tenancy when the Property was handed over on 6 November 2025. When compared with the images taken at the start of the tenancy, these photographs show deterioration which was both more extensive and more severe. At several locations, parquet blocks had eroded, lifted or disappeared; parts of the substrate were exposed; and doorframes and skirting were also affected.

81 On 27 November, a pest contractor inspected the Property and recorded active subterranean termites at the level-one living-area toilet doorframe and false ceiling. On the second level, active termites were recorded at several locations, including the skirting, parquet flooring, toilet doorframes and a cabinet. Bait stations were then installed. Eventually, on 4 February 2026, the contractor reported that the colony had been eliminated and that no active termites were found. The contractor’s reports identify the species of termite, locations at which they were found, and status of the infestation on the dates of inspection. They do not, however, proffer a view on when the infestation began, where it originated or when any particular part of the physical damage occurred. That is the most complete chronology which the evidence permits.

82 Clause 2(h), as construed at [51] above, required Ms R to establish that the infestation was occasioned by an act, default or negligence attributable to CPL. The handover photographs and the report of 27 November establish that the floor had deteriorated substantially and that active subterranean termites were then present at several locations. However, as I have stated, they do not identify when the infestation began, where it originated or how it came about. No expert dated its inception, identified its source or connected it to any act or omission of CPL’s employees or occupiers. The suggested connection with the bathroom leak was similarly left unresolved.

83 In my judgment, causation cannot be inferred merely from the presence of active termites three weeks after CPL vacated. No pre-tenancy inspection was undertaken, and the starting images disclose only the visible surface of the parquet. Certainly, on the state of the evidence before me, an infestation which began before the tenancy, or which arose during it for reasons either connected or unconnected with CPL, cannot be excluded. However, the onus does not lie on CPL to show anything about the termites one way or another. It is Ms R who bears the burden of proving on a balance of probabilities that CPL caused the infestation or otherwise became responsible for it under cl 2(h). On the evidence available, I find that she has failed to discharge that burden. As such, so far as the floor is concerned, cl 4(c) left her responsible for deterioration which was not attributable to CPL. Any liability on CPL’s part must therefore be confined to additional loss caused by its failure to report.

84 The reporting issue is a narrow one and specifically concerns CPL’s knowledge of the observable condition of the floor. As a corporation, CPL could acquire that knowledge only through the natural persons acting on its behalf. Applying the principles set out at [34] above, I am satisfied that the observations of Mr CS and Ms CA are properly attributed to it. Mr CS inspected the Property pursuant to responsibilities which CPL had assigned to him. Connectedly, Ms CA administered CPL’s employee accommodation and followed up maintenance matters through Mr CEA. Each acquired the relevant information while performing the very functions through which CPL monitored and administered the Property.

85 The evidence, as described at [75]–[81] above, does not permit one to identify the precise visit upon which the reporting threshold was first crossed. It does, however, allow a finding that this had occurred by 20 March 2025 at the latest. By then, as stated, Mr CS had observed discolouration, several patches and what he described as “damage” at more than one location over the course of repeated visits. Although the table prevented him from seeing one area, other affected parts of the floor remained exposed. Taken together, those signs went beyond cosmetic marking and were sufficiently material and abnormal to call for investigation. I reach that conclusion without treating the condition shown in the handover photographs as the condition which Mr CS must have seen in March. His own account is sufficient.

86 As to why Mr CS did not cause his observations to be brought to Ms R’s attention, he assumed that the employee who had previously performed his role had already noted the condition and, consequently, in his words, he “brushed it off”. Similarly, Ms CA regarded the patches that she observed during her visits as pre-existing and assumed that CPL’s former employees as well as the parties’ agents would already know about them. She also presumed that Ms REA would have seen the floor when she attended to the leak (cf [78] above). There is no evidence, however, that any of those assumptions were well-founded. For one, neither Mr CS nor Ms CA took steps to verify their assumptions. As stated, the contemporaneous communications concerning the leak contain no reference to the parquet. And there is also nothing to suggest that Ms R’s side knew of the observable patches and damage. I am, as such, not satisfied that CPL’s handling of the matter fulfilled the requirements of the implied term.

87 Indeed, it bears reiterating that CPL had an established means of conveying information to Ms R. As stated at [4] above, it used Mr CEA to raise maintenance matters concerning window locks, doors, sanitary fittings, water heaters, leaks and the air-conditioning units. The implied term could readily have been performed by reporting the observable patches and damage through the same channel. However, CPL made no such report during the remaining seven and a half months of the tenancy from 20 March 2025. I therefore find that CPL breached the implied term.

88 The causal inquiry is that identified at [18] above. Ms R’s actual position must be compared with the position which she would probably have occupied had CPL reported the condition within a reasonable time after 20 March 2025. In my judgment, she would then have inspected the floor, obtained professional advice and undertaken such work as that advice indicated. The history of the tenancy shows that maintenance matters which were brought to her attention were generally attended to. She also engaged a pest contractor promptly once the infestation was confirmed after handover.

89 I am also satisfied, on a balance of probabilities, that timely investigation would have avoided some of the deterioration recorded at handover. Damage was observable at several locations by March. The handover photographs show substantial further deterioration, and active termites were found three weeks later at several affected parts of the Property. The evidence supports an inference that at least part of the later damage represented the continuation of a process which was already apparent by March 2025, and that professional intervention during the remaining tenancy would probably have arrested some of it.

90 For the avoidance of doubt, my finding of causation is confined to the additional damage which earlier intervention would probably have prevented. Ms R’s broader responsibility for the underlying infestation remains that stated at [83] above. However, because the evidence does not permit me to assess with any precision when the infestation commenced, the rate at which the deterioration progressed, or the exact condition of the Property in March 2025, the most that can be said is that CPL’s failure to report caused the Property to suffer some avoidable incremental damage. There is, in my view, certainly not enough evidence to establish that every part of the deterioration, or even most of it, resulted from CPL’s breach. Each head of loss asserted by Ms R must therefore be confined to the difference which timely reporting would probably have made.

91 Ms R’s first head of loss is the $1,656.80 which she paid to the pest contractor. She relies upon the invoice for its “Priority Service Agreement” and the reports recording active subterranean termites at several locations on 27 November 2025. Her position is that CPL’s silence allowed the infestation to continue untreated until after handover and that the expense then incurred to eradicate it was therefore a consequence of its breach.

92 In my judgment, that reasoning fails to separate the expense occasioned by the infestation from any additional expense occasioned by CPL’s delay. Had CPL made the required report, Ms R would still have had to engage a contractor to investigate and eradicate an infestation which CPL did not cause and for which she remained responsible. She can therefore recover only any increase in the cost of treatment occasioned by the delay. There is no evidence from the contractor, or otherwise, identifying such an increase.

93 The agreement invoiced at $1,656.80 commenced on 26 November 2025 and was for one year. It included four scheduled scans, with treatment where required. By 4 February 2026, the contractor reported that the colony had been eliminated and that no active termites remained. The invoiced agreement thus purchased monitoring over a substantial period after the active infestation had been eradicated. That may well have been a prudent arrangement. However, no evidence establishes that CPL’s delay made the longer arrangement necessary, increased the basic cost of eradication or otherwise caused Ms R to incur any identified part of the invoice. I therefore make no allowance for the pest-treatment expense.

94 Ms R next claims $3,600, being the rent concession which she granted to the incoming tenant in return for undertaking the floor repairs. Her evidence was that the tenant agreed to carry out those repairs in exchange for a reduction of $100 in the monthly rent over 36 months. She also relies upon a quotation dated 10 November 2025, which priced the removal of the existing parquet, cement screeding, the installation of new parquet and work to two doorframes at $7,085, including GST. Since Ms R neither accepted the quotation nor paid the sum stated in it, its evidential significance is confined to the nature and estimated value of the work under consideration. I accept her evidence concerning the arrangement eventually made with the incoming tenant. The resulting concession involved a real reduction in the rent receivable by her and provides the clearest measure of the economic burden which she actually assumed for the repair of the floor as a whole.

95 Ms R seeks to attribute the whole of that burden to CPL’s delayed report. On my analysis, the findings already made do not permit so broad an attribution. The parquet displayed fading, discolouration and local surface deterioration when the tenancy commenced. By the time the reporting obligation arose, Mr CS had already seen patches and damage at more than one location. Further, the infestation which occasioned the underlying deterioration was not shown to have been caused by CPL, and cl 4(c) left the repair of the floor to Ms R. Even if CPL had reported the condition within a reasonable time after 20 March 2025, Ms R would therefore have borne a substantial repair burden.

96 However, for the reasons given at [89] above, earlier intervention would probably have prevented part of the damage eventually caused. Consequently, the $3,600 concession can—in my judgment—be said to encompass both work which Ms R would have had to undertake in any case and additional work made necessary by CPL’s delayed report. Neither the arrangement with the incoming tenant nor the $7,085 quotation—nor, indeed, any other evidence—is capable of apportioning the value of work between those two components.

97 As such, it is necessary to consider how precise the evidence needs to be (cf [18] above). Ms R has, in my view, established the fact of some incremental loss. Its exact amount cannot now, however, be reconstructed, principally because there is no objective record of the floor’s condition in March 2025 and no evidence measuring the progress of the infestation thereafter. Had CPL made the required report, a professional inspection would probably have taken place and supplied such a record. The absence of that evidence is therefore connected to the very breach under consideration and is relevant to the degree of precision which the circumstances reasonably permit. Ms R nevertheless continues to bear the burden of proof, and the assessment must remain anchored in the evidence which is available.

98 That evidence comprises the starting and handover images, the observations of Mr CS and Ms CA, the post-handover pest reports, the $7,085 quotation and the $3,600 concession. The concession provides the soundest measure of the economic burden which Ms R actually assumed for the repair as a whole. The remaining evidence shows that a substantial part of that burden would have rested with her even upon timely notification, while also establishing that some appreciable deterioration occurred after notification became due. No sound calculation can be made by dividing the concession according to the duration of the tenancy before and after 20 March 2025. The evidence does not show that termite damage progressed at a constant rate, and the condition of the floor on that date cannot be reconstructed with sufficient precision to support such an exercise.

99 Doing the best I can with the materials available, I assess the incremental damage caused by CPL’s delayed report at $1,000. That sum reflects the marked progression before handover and the lost opportunity to intervene during the final seven and a half months of the tenancy. It also leaves the greater part of the overall repair burden with Ms R, consistently with the starting condition of the parquet, the damage already apparent by March 2025 and her contractual responsibility for an infestation which CPL did not cause. Any more elaborate calculation would suggest a degree of precision which the evidence simply does not possess.

100 Ms R’s final and largest head of loss is $24,854.80, calculated by reference to what she quantified as 135 days, running from 7 November 2025 until the commencement of the incoming tenancy on 23 March 2026. She says that the termite infestation and the condition of the floor prevented the Property from being relet during that period. Her case is that, had CPL reported the deterioration in time, the necessary investigation, treatment and repair could have been undertaken while its tenancy remained on foot, leaving the Property available for a new tenancy once CPL vacated.

101 Rent lost during a period reasonably required for remedial work may form part of a landlord’s recoverable loss. The landlord must establish that the need to undertake the relevant work in fact prevented the premises from being relet during the period claimed (see Woods v Pope (1835) 6 C & P 782; Drummond v S & U Stores Ltd [1981] 1 EGLR 42; James Edelman, McGregor on Damages (Sweet & Maxwell, 22nd Ed, 2024) at para 29-056; and Hill and Redman at A[3603]). In the present case, the question is whether a timely report would probably have resulted in an earlier letting and, if so, what part of the claimed vacancy would have been avoided.

102 The treatment chronology does not account for the whole period claimed. The pest contractor began its work on 27 November 2025 and reported the colony eliminated on 4 February 2026. The claim therefore includes 20 days before treatment began and approximately seven weeks after active termites were last found. Further, nothing in the contractor’s reports indicates that the Property had to remain vacant while the bait stations were installed and monitored. The incoming tenant was also prepared to take the Property on terms which required it to undertake the floor repairs. The evidence concerning the treatment and repair therefore does not establish that occupation had to be deferred throughout the 135 days.

103 The evidence concerning the marketing of the Property—given by Ms R herself—is also significant. Clause 2(n) permitted prospective tenants to view it during the final two months of CPL’s tenancy. Yet, Ms R and Ms REA began seeking an incoming tenant only in February 2026. Ms R initially attributed that timing to the condition of the floor. When it was put to her that the termite infestation had been discovered only upon handover at the end of the tenancy—after the opportunity for marketing during CPL’s tenancy had passed—she explained that the Property was near an MRT station, was situated in a popular location and had previously attracted three interested tenants. She expected it to let readily and therefore “did not rush”. On her own evidence, therefore, the decision to defer marketing arose from her expectation that a tenant could readily be found. After marketing began, no listing, viewing record, rejected offer or evidence from a prospective tenant was produced to show that the treatment or floor repair prevented an earlier letting.

104 In these circumstances, my view is that Ms R has not established that CPL’s delayed report caused the Property to remain vacant for the 135 days claimed. The evidence also supplies no basis for identifying any shorter period of vacancy which timely reporting would probably have avoided. I therefore dismiss her claim for $24,854.80 in lost rent.

105 As I explained at [16] above, Ms R can obtain a positive order on her counterclaim only if her total recoverable loss exceeds the $11,200 security deposit which she already holds. Given my conclusion that her recoverable loss is confined to $1,000, being the incremental physical deterioration assessed at [99] above, there is no basis for an order requiring CPL to make any further payment. I therefore dismiss her counterclaim for $18,912.

106 In conclusion, CPL is entitled to recover $10,200 of its security deposit from Ms R. Its separate claim for reimbursement of the $3,180 paid for the replacement air-conditioning units is dismissed. Ms R is entitled to retain $1,000 from the deposit, and her counterclaim for any further payment is dismissed. I therefore order Ms R to pay CPL $10,200 by 28 July 2026. I make no order as to costs or disbursements.