Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd

Choo Han Teck J:

[2] The plaintiff is a sole proprietor of several businesses although he deposed in his evidence that his main business lies in the agency distributorship for Aviva Ltd’s investment and insurance products. He also runs a call service under the style and name of “Eureka Call Centre Systems (S) Pte Ltd”. This business also operates a centre for training for persons with disabilities.

[3] The premises in question is located at 51 Merchant Road, #02-06 to #02-09, Merchant Square (“the premises”). The plaintiff signed a lease agreement with the landlord for the premises on 9 November 2010 for a term commencing from 15 December 2010 to 14 December 2012. The lease gives the plaintiff an option to renew for a further two years with any increase in rental capped at 20%.

[4] The plaintiff learned on 25 January 2011 that the landlord had assigned the lease to the defendant. On 4 October 2011 the defendant informed the plaintiff that the premises will be extensively renovated and work was scheduled from “1 March 2011 until end of 2012” [sic].

[5] The plaintiff was told at a meeting with the defendant on 10 October 2011 that he could remain in the premises until December 2012 but not beyond and that there would be no renewal of the lease. The tenants of the premises were encouraged to vacate the premises on account of the noise and dirt of renovations. The defendant offered to waive rent and also to release the tenants of their obligation to reinstate their rented premises should they agree to vacate. The plaintiff declined this offer.

[6] A second offer was made on 24 October 2011 and again the plaintiff declined the offer. On 10 November the plaintiff received a letter dated 8 November 2011 from the defendant in the following terms:

In the same letter, the defendant offered to compensate the plaintiff by payment of “S$4166.67 per month for the unexpired terms”. The total sum offered for compensation was $39,583.36.

[7] The lease was for a fixed term, and therefore, unless there are express exceptions, the lease must run its course and cannot be terminated by the landlord. In this case, the defendant relies on cl 4(10) of the lease as the basis for terminating the lease. Clause 4(10) reads as follows –

[8] The above term of the lease clearly and unequivocally gives the landlord a right to terminate by giving six months’ notice and payment of compensation fixed at $4,166.67 a month for the unexpired term. It is a right that might be exercised by the defendant’s predecessor-in-title and not the defendant, nor against this plaintiff. The right is given in cl 4(10) only to the landlord in the event he grants an option to sell or contracts to sell the premises. The landlord who signed the lease with the plaintiff sold the premises to the defendant without exercising this right. This right inures to the defendant and may be exercised by it should it sell the premises. It cannot be used to retrospectively terminate the plaintiff’s lease with the previous landlord.

[9] The plaintiff’s solicitors thus wrote to the defendant to say that the defendant’s notice of termination was a repudiatory breach of contract which breach the plaintiff accepts and holds the defendant accountable for the consequences.

[10] I agree with counsel for the plaintiff that the defendant was in breach of the lease agreement and by accepting the breach, the plaintiff was entitled to seek new premises and hold the defendant liable for loss and damage caused. The question is what damages is the plaintiff entitled to in the circumstances?

[16] Ms Sim submits that the plaintiff has not proved that it has suffered any loss of profits or opportunities and that the claims made in this respect are too remote.

[19] I also find that the plaintiff would be entitled to the difference between the rent of the current premises and the rent of the premises from the first payment of the rent for the current premises until the last rent that the plaintiff would have paid the defendant for the remainder of the lease, including the two-year extension at 20% increase in rent.

[21] I am of the view that the remaining claims of the plaintiff are too remote and are thus dismissed. Subject to the above, there will be judgment for the plaintiff.