JHC v JHD

[2] The claimant operates a rooftop venue and sky garden as lessee of premises situated atop a building in Singapore’s central business district.

[3] The respondent and his wife engaged the claimant’s services for their wedding reception, entering into a contract for the sum of $34,771. The claimant leases these premises from a third-party lessor (the “Lessor”).

[4] The wedding reception proceeded as planned on 17 May 2025. During the evening’s festivities, however, a glass panel forming part of a door at the building’s lift lobby sustained damage in the form of a crack.

[5] The circumstances surrounding this damage were somewhat obscure. Whilst the existence of the crack is undisputed, its cause rested entirely upon the testimony of the claimant’s employees. The respondent and his wife learned of the damage only after their wedding had concluded, when the claimant informed them that one of their guests had inadvertently knocked over a decorative spear-like ornament, which then struck and cracked the glass panel. The claimant claimed to have discovered this sequence of events through reviewing closed-circuit television footage. However, this footage was neither disclosed to the respondent nor adduced as evidence in these proceedings.

[6] According to the claimant, the damaged glass door required complete replacement. But this door formed no part of the premises actually leased by the claimant. Rather, it is said to belong to the building’s common areas. Nevertheless, the claimant’s representative (“CR”) testified at the hearing that the lease agreement obliges the claimant to maintain the rooftop’s common property in good repair and condition, thereby rendering the claimant liable for such damage. No documentary evidence, including this lease agreement, supporting this assertion was presented to the tribunal.

[11] The claimant rejected these alternatives. CR explained that any contractor selection required the Lessor’s approval, and the Lessor had effectively insisted upon the $11,000 option.

[12] Settlement having proved impossible, the claimant commenced these proceedings against the respondent alone, seeking $11,000 based upon the Indemnity Promises. The respondent’s wife was not joined as a co-respondent to the action, despite her status as co-contracting party and co-promisor in respect of the Indemnity Promises.

[13] I heard the parties on 20 March 2026 and dismissed the claim, delivering brief reasons ex tempore. What follows are my full grounds for that decision.

[14] Before examining the issues raised in this case, it is helpful to establish the precise cause of action upon which the claimant proceeded.

[15] The claimant in the present case did not allege any tortious wrongdoing or breach of contract by the respondent or his wife. As to tort, it was undisputed that the respondent was not himself the tortfeasor—that role belongs to one of his wedding guests. Moreover, based upon CR’s evidence, the damaged glass door formed no part of the premises leased by the claimant but rather constituted common property belonging to the Lessor.

[16] As to breach of contract, there were no express terms in the contract that might be said to have been violated. Although there was a clause headed “Damage to Property” in the Contract, that provision however reads:

[17] Put simply, this clause governed only specific categories of damage—namely, the creation of holes and the attachment or adhesion of materials to structures owned by the claimant. Therefore, this provision proved inapplicable to the present circumstances. Not only did the alleged damage bear an entirely different character, but it had been inflicted upon property belonging to the Lessor rather than the claimant. Consequently, no breach of this clause, or any other term in the Contract, could have been established for which the respondent might bear liability in damages.

[19] That such promises had been given by the respondent and his wife to the claimant was indisputable. Yet, three distinct but reinforcing impediments barred the claimant’s successful recovery:

(a) First, a procedural defect undermined this action—the claimant’s failure to join all joint promisors to the Indemnity Promises rendered the proceedings defective.

(b) Second, even were this procedural hurdle surmounted, the claimant failed to discharge the evidential burden necessary to establish its entitlement to indemnification.

(c) Third, and most fundamentally, the Indemnity Promises themselves fail the statutory test of reasonableness under the Unfair Contract Terms Act 1977 (2020 Rev Ed) (the “UCTA”) and could not be enforced against the respondent and his wife as consumers.

[20] Each impediment, in my judgment, proved independently fatal.

[21] I start first with the procedural impediment, which raised the issue of whether a promisee seeking to enforce a contractual promise must sue all promisors or may proceed against one alone.

[22] In the present case, the Indemnity Promises had been given by both the respondent and his wife. However, the claimant chose only to commence the action against the respondent. The respondent’s wife was not joined as a co-respondent in these proceedings.

[23] Where there are two or more promisors in a contract, issues of several, joint, or joint and several liability may arise. In the present case, the respondent and his wife had, in the same instrument, jointly undertaken the same obligations under the Indemnity Promises. This was therefore not a case of several liability.

[24] Where two or more promisors jointly promise to do the same thing, the presumption is that the promise gives rise to joint liability; rather than joint and several liability: see Richard Adler (t/a Argos Rederei) v Soutos (Hellas) Maritime Corporation (The “Argo Hellas”) [1984] 1 Lloyd’s Rep 296 at 300. There were no words of severance in the Contract to displace the presumption, nor did any recognised exception to this presumption apply in the present case. In other words, the Indemnity Promises created joint liability on the part of the respondent and his wife.

[25] In this regard, joint liability is “subject to a number of strict and technical rules of law”: see Chitty on Contracts (Hugh G Beale QC gen ed) (Sweet & Maxwell, 34th Ed, 2021) (“Chitty on Contracts”) at paragraph 19-002. One of these rules at common law is that, as a matter of civil procedure, all surviving promisors are generally required to be joined as defendants to any action commenced by the promisee seeking to enforce such obligation: see Chitty on Contracts at paragraph 19-009, citing Kendall v Hamilton (1879) 4 App. Cas. 504 (“Kendall v Hamilton”) at 542–544.

[26] The rationale is that where joint liability is concerned, there exists only a single, indivisible obligation owed collectively by all promisors. Hence, where the promisee seeks to sue on that obligation, all promisors owing that obligation should be joined as parties to the proceedings. It is unlike joint and several liability where, in addition to the joint obligation, there are also “as many several obligations as there are joint and several promisors”, which then allows the claimant to sue any one of the promisors on one of the several obligations: see Chitty on Contracts at paragraph 19-003.

[27] In modern civil litigation, the failure to join all joint promisors as defendants typically does not encounter serious issues, given that civil procedure rules allow the court to add one or more parties to the action as may be necessary: see Order 9 rule 10(1) of the Rules of Court 2021.

[28] However, the Small Claims Tribunals Act 1984 (2020 Rev Ed) confers no power upon this tribunal or the Registrar to add respondents to the proceedings. To be sure, section 19(1)(b)(ii) requires the Registrar to cause a copy of the claim and notice of the hearing to be served on “every person who appears from the claim form to have a sufficient interest in the settlement of the dispute to which the claim relates”. But it is not at all clear what role such interested persons would play in the dispute—merely serving the claim and giving notice of the hearing would not effectively join such persons as parties to the proceedings. Perhaps legislative amendments are necessary to clarify the function of this provision, and to otherwise equip the Small Claims Tribunals with the necessary powers to add or remove parties to proceedings. In any case, the respondent’s wife had not been served the claim or made to attend the hearing.

[29] Despite the absence of any such power, potential issues arising from this common law rule applicable to joint liability had been highlighted to the claimant by the assistant registrar at the pre-trial consultation for the claimant to seek legal advice. But the claimant decided against joining the respondent’s wife to the action given that the case had been ongoing for some time, and it had been liaising primarily with the respondent. Moreover, according to CR, the claimant’s lawyers had apparently advised that it was their decision whether to add the respondent’s wife as a co-respondent, and that there were no issues with carrying on with the respondent alone.

[30] For the reasons explained, I disagreed with the legal advice given to the claimant, assuming of course that CR had accurately recounted it at the hearing. There would not have been any issues with suing the respondent alone if the Indemnity Promises had created joint and several liability, but there was no basis to find that they did.

[31] Separately, I also observe for completeness that section 17 of the Civil Law Act 1909 (2020 Rev Ed) (“CLA”) (being a re-enactment of section 3 of the Civil Liability (Contribution) Act 1978 (c 47) (UK), which had been introduced in Singapore by virtue of the Civil Law (Amendment) Act 1998) may be thought to have abrogated the common law rule for the joinder of joint promisors to the action. However, such an interpretation is, in my view, wrong. The provision reads:

[32] Properly understood, this provision addresses a different but related common law rule, which held that a judgment against one or more joint promisors in an earlier action operated to bar any subsequent action against any other joint promisor not previously joined to the earlier action.

[33] Such situations may arise upon the confluence of two events. First, where the other joint promisor being sued in the subsequent action had not been joined for some reason—perhaps because the promisee was unaware of the existence of that other joint promisor’s interest, and the joint promisors sued in the earlier action had not objected to the non-joinder. Second, despite obtaining judgment against the joint promisors in the earlier action, the judgment remained unsatisfied, often due to the insolvency of the judgment debtors. As a result, and often upon discovery of the existence of the other joint promisor, the promisee would commence a subsequent action.

[34] However, the subsequent action was barred at common law. At least two justifications were given for this rule. One was that joint promisors possessed a right to be sued together, and the promisee, in suing some of the joint promisors in an earlier action, became disabled from suing other joint promisors in a subsequent action. This justification was articulated by Earl Cairns LC in Kendall v Hamilton at 515–516:

[35] The other justification rested upon the doctrine of merger. The doctrine was explained by Lord Sumption in Virgin Atlantic Airways Ltd v Zodiac Seats UK Ltd [2013] 4 All ER 715 at [17] as follows:

[36] Accordingly, under this doctrine, where judgment is obtained against some but not all joint promisors, that judgment is considered as having extinguished the original cause of action as against all joint promisors by operation of merger. Consequently, as the High Court explained in The Bank of East Asia Ltd v Tan Chin Mong Holdings (S) Pte Ltd [2000] 3 SLR(R) 769 at [45]:

[37] In this regard, section 17 of the CLA was enacted to alleviate the hardship arising from the operation of this rule. This purpose is made clear by the explanatory statement to the corresponding bill, which provides that:

[38] It is therefore clear that the effect of section 17 is to abrogate only the common law rule concerning the bar to subsequent actions; it does not affect the rule requiring all joint promisors to be joined. This interpretation aligns with the academic view expressed in Chitty on Contracts, where it is observed at paragraph 19-009 that:

[39] Therefore, given that the respondent’s wife as a joint promisor to the Indemnity Promises had not been joined as a co-respondent in the present action, this ground alone warranted dismissal of the action.

[40] Yet, even were the procedural defect capable of remedy, the claim would have foundered upon evidential grounds.

[41] When an indemnified party seeks recovery from an indemnifier for losses allegedly arising from third-party liabilities, it bears the burden of establishing, among other things, that such liabilities fall within the scope of the indemnity according to the standard of validity expressed therein: see Wayne Courtney, Contractual Indemnities (Hart Publishing, 1st Ed, 2014) (“Contractual Indemnities”) at paragraph 6-30.

[43] Yet the claimant adduced no evidence whatsoever regarding the third-party liability it claimed to have incurred to the Lessor under the lease agreement. The claimant instead invited both the respondent and this tribunal to assume that such third-party liability exists to the extent of $11,000 and that a corresponding right to indemnification against the respondent had crystallised.

[45] Having elected not to submit evidence establishing the reasonableness of its purported settlement with the Lessor, the claimant could not have hoped to prove that the third-party liability it claimed to have incurred fell within the scope of the Indemnity Promises. The evidential burden was undischarged, and the claim necessarily failed on this ground as well.

[46] Finally, even assuming both procedural regularity and evidential sufficiency, the claim encountered yet another obstacle in substantive law—that is, consumer protections against unreasonable indemnities.

[47] Based on the claimant’s case, the Indemnity Promises engaged section 4 of the UCTA, which provides that clauses requiring a consumer to indemnify another person in respect of liability that may be incurred for negligence or breach of contract must satisfy the requirement of reasonableness to be enforceable. Neither party challenged this provision’s applicability to the present circumstances. Section 4 states:

[48] The question, then, was whether the Indemnity Promises satisfy the requirement of reasonableness under section 11(1) of the UCTA—namely, whether “the term shall have been a fair and reasonable one to be included having regard to the circumstances which were, or ought reasonably to have been known to or in the contemplation of the parties when the contract was made”. The burden of establishing reasonableness rests upon the party seeking to enforce the indemnity, and the assessment must be conducted as at the time the contract was made.

[50] In my judgment, the Indemnity Promises could not be considered fair and reasonable for at least three reasons.

[51] First, the clause was drafted in exceptionally broad terms, potentially exposing the respondent and his wife to unlimited liability for all demands, claims and damages the claimant might face—liability that may well be wholly disproportionate to the value of their event booking.

[53] Second, the provision was presented on a standard-form basis to the respondent and his wife planning their wedding, and there was no evidence that the potential scope of liability—particularly extending to third-party property not owned or insured by the claimant—had been adequately disclosed or explained to them at the time of contracting. It cannot be fair and reasonable to enforce such an indemnity provision when the risks to be assumed were neither known nor reasonably contemplated by the consumers at the time they entered into the agreement.

[54] Third, the provision directly transferred commercial risks relating to claimant’s third-party liability to the couple as consumers, who lacked both the resources and expertise to assess and manage such risks appropriately. Such an arrangement effectively transformed what should be a straightforward venue booking into a potentially open-ended guarantee of the claimant’s commercial risks, a transformation that no reasonable consumer could be expected to accept or adequately price into their decision-making.

[55] Indeed, where third-party indemnities are concerned, consumers are ordinarily unable to exercise any meaningful control, knowledge or oversight over the negotiations between the indemnified party and the third parties involved. In the present case, the respondent had no voice in the Lessor’s selection of contractors, no opportunity to challenge the reasonableness of quotations obtained, and no ability to influence the approval process that ultimately determined the quantum of his liability. Requiring consumers to bear responsibility for decisions made entirely beyond their purview or influence ordinarily represents an unreasonable allocation of risk and responsibility.

[57] Therefore, I found that the Indemnity Promises failed to satisfy the requirement of reasonableness and are unenforceable by virtue of section 4(1) of the UCTA. The claim would therefore have failed on this basis even absent the procedural and evidential deficiencies identified above.

[58] For the reasons given, I dismissed the claim. The procedural defect alone warranted dismissal, reflecting the strict requirements governing joint promisors. The evidential failures compounded this deficiency, demonstrating the claimant’s misunderstanding of what a claim on an indemnity requires. Most significantly, the substantive invalidity of these consumer indemnities under the UCTA meant that these provisions should never have been enforced against individual consumers in the first place. Together, these impediments exposed a claim that was misconceived and unsustainable from its inception.