1 
Judgment:

2 Coram: Lim Teong Qwee JC

3 GROUNDS OF JUDGMENT

4 

5 Representations

6 In para 3 of the statement of claim it is alleged that in about February 1990 the

landlord by its agent Evelyn Chan orally represented to the tenant the then intention of

the < landlord > : (a) that the < landlord > would pull down "the

Wall" before the end of 1990; (b) that in place of "the Wall" glass panels

would be erected to enable pedestrians walking along the walkway in between "Forum

Galleria" and Orchard Road to have view of the premises on the basement level of

"Forum Galleria"; and

7 (c) that further a staircase giving access to pedestrians from the said walkway to the

basement level of "Forum Galleria" would be erected or constructed by the <

landlord > at the horizontal mid-point of the glass panels. "The Wall" was a

parapet stone wall lying roughly parallel to Orchard Road between the pedestrian mall and

the sunken mall which is part of Forum Galleria. The premises are at the level of the

sunken mall so that they are partially hidden from the view of pedestrians on the

pedestrian mall by the stone wall.

8 

9 

10 

11 "The representations made by the said Evelyn Chan and set out in paragraph 3

hereof were made in good faith and truly and accurately reflected the intentions of the

< landlord > up to the time the said lease was entered into."

12 

13 Date lease entered into

14 Paragraph 2 of the statement of claim says:

15 "On or about 27th February 1990 the < tenant > and the < landlord >

entered into a tenancy agreement in which, inter alia, the < landlord > agreed to

let the premises known as Unit #B1-45, 46 and 47 on the Basement Level of `Forum Galleria'

for a period of 3 years (`the Agreement')."

16 

17 "4. Induced by and in reliance upon the faith and truth of the < landlord's

> said representations, the < tenant > entered into the Agreement with the <

landlord > .

18 8. In fact the < landlord's > said representations were false ... in that the

< landlord > never intended to carry out and perform the said representations

...."

19 to which the landlord pleaded by paras 8 and 14 of the defence:

20 "8. The < landlord > has no knowledge of the matters stated in paragraph 4

of the Re-Amended Statement of Claim and puts the < tenant > to strict proof

thereof."

21 

22 

23 

24 "CONDITIONS

25 This offer is made strictly subject to the following:-

26 

27 

28 

29 

30 

31 

32 

33 On the evidence I find that the tenant returned the lease, made the payments and

delivered the guarantee to the landlord on 2 February 1990. However, this is not the end

of the matter. The guarantee is only for one year. The form of guarantee provided by the

landlord is not among the very large number of documents tendered but it would have been

unlikely that a one year guarantee would be acceptable for a 3-year lease. There is a

letter from the bank dated 6 February 1990. This is at 1DB-53. By this letter the bank

agreed in accordance with the usual practice among banks to extend the guarantee for one

year each time for up to two years altogether. That would cover the entire duration of the

term of the lease less about a month or so. There is a receipt stamp of the landlord on it

with the date 15 February 1990. By letter dated 16 February 1990 which is at 1DB- 54 the

landlord gave notice to the tenant that it would on 19 February 1990 deliver possession of

the premises "pursuant to clause 7(a) of the < lease > ". I think the

bank's letter of 6 February 1990 was delivered to the landlord on 15 February 1990 and

when that had been done the landlord agreed to the lease coming into effect and proceeded

to sign it (if it had not been done earlier) and to date it 27 February 1990 and caused it

to be stamped on 1 March 1990. There was no evidence as to when the letter at 1DB-54 was

received or when possession was taken pursuant to it. There was no explanation as to why

the landlord dated the lease 27 February 1990. I do not think that the lease was entered

into on 2 February 1990 nor was there any intention on the landlord's part to do so then.

I think that the lease only came into effect or was entered into on 27 February 1990 and I

find accordingly.

34 Whether representations false

35 

36 

37 

38 

39 Kindly note the following:

40 

41 

42 

43 

44 

45 

46 

47 

48 

49 8. By copy to all parties, we seek all parties comments."

50 

51 

52 "Q: 5DB-34. When contract period?

53 A: From August 1990.

54 Q: Completion?

55 A: End March 1991. I mean practical completion sufficient for application for TOP.

56 Q: CSC?

57 A: Certificate of Statutory Completion.

58 Q: Means?

59 

60 Q: End March 1991. Date stone wall down and glass wall in place?

61 A: Yes.

62 Q: 5DB-34 and 35. Sent to Forum Development?

63 A: Yes.

64 Q: 30/1/90. Earliest practical completion date for wall works end March 1991?

65 A: Yes. Estimate based on conditions prevailing then.

66 Q: 5DB-35. Para 2. #1 para 2 (read). Previous standard procedure?

67 

68 She said the contract was awarded only on 3 January 1991.

69 

70 

71 

72 

73 

74 

75 Where Client decisions/input are required, these must also be determined expeditiously.

76 

77 

78 

79 A: Generally, yes.

80 Q: Subsequently changed?

81 A: Yes.

82 Q: Why?

83 

84 Q: How to be achieved?

85 A: Phasing works into separate stages.

86 Q: When first discussed?

87 A: Believe some time February 1990.

88 Q: 1PB-17/18. Para 1. Discussion 13/2/90. This date?

89 A: Yes.

90 Q: This letter. What phase wall works?

91 A: Phase 2.

92 Q: 1PB-18. #2.3?

93 A: Yes.

94 Q: When letter written projected completion date each phase?

95 A: No. Not into that detail yet.

96 Q: Wall works remained as phase 2?

97 A: Subsequently changed to phase 3.

98 Q: Reasons?

99 

100 Q: When phasing for entire project finalised?

101 A: Around May 1990. Think then next programme produced."

102 

103 

104 Materiality and Inducement

105 In Smith v Chadwick (1) Lord Blackburn in the House of Lords said at p 196:

106 

107 

108 (1) Whether the representations were material

109 

110 

111 

112 

113 

114 "Q: In shop?

115 A: Could not go inside. Could not look inside.

116 Q: Noticed anything?

117 A: Not many pedestrians in basement around that place.

118 Q: Why pedestrians? Important?

119 A: Naturally. We asked for pedestrian traffic. Prerequisite.

120 Q: Why?

121 A: Our customers instinct buyers. Spur of moment. Don't plan to go to cafe.

122 Q: From unit moved to Orchard Rd?

123 A: Yes.

124 Q: Orchard Rd. Noticed anything?

125 A: Noticed lot of pedestrian traffic in front of Forum Galleria.

126 Q: Apart from that?

127 A: Yes. Noticed obstructing wall.

128 Q: Obstructing wall?

129 

130 Q: Why could not see?

131 A: Because there was this wall."

132 and later:

133 "Q: What happened at meeting?

134 

135 

136 (2) Whether the tenant was induced to enter into the lease

137 

138 "Q: What discussed?

139 

140 

141 Q: Mention of external works?

142 

143 Q: Brick wall?

144 A: Along pedestrian mall.

145 Q: Where mall?

146 A: Next to sunken mall of Forum Galleria.

147 Q: Mall parallel to Orchard Rd?

148 A: Yes.

149 Q: Showed any drawings to Tom Dorn?

150 A: Yes."

151 and later:

152 

153 A: Yes. I mentioned date."

154 All this was given in examination in chief.

155 

156 "Q: This meeting?

157 

158 Q: All done by 1990. Asked her when specifically?

159 

160 Q: Relied on statement of Evelyn Chan?

161 A: Yes. All looked so real. Not suspecting anything this point of time."

162 

163 Rescission

164