Read the full judgment text of HCA 1972/2020 on BabelCite. This Court of First Instance judgment was delivered on 20 April 2022 before Ng J.
Civil procedure – summary judgment under RHC O 14 r 1 – loans and guarantees – facility agreements – misrepresentation as defence – affirmation by subsequent amendment deeds – inducement and reliance – two loans of US$80 million each for a real estate project in Beijing – defendants are father-and-son Singapore real estate investors who did not engage lawyers despite signing warning notices – the alleged misrepresentations were that the Xeno Loan could be used to repay Related Party Loans and that the Aether Loan interest rate would be a flat 12% per annum – whether the defendants affirmed the Xeno Facility Agreement by entering into the Xeno Amendment Deed and the Aether Facility Agreement on 21 May 2018, which contained the same restrictions and affirmed their guarantees – whether the defendants have a triable issue on inducement and reliance – held, the defendants must be taken to have affirmed the Xeno Facility Agreement because the 1st Defendant's own evidence showed that before 21 May 2018, the defendants knew they could not use the Construction Loan to repay Related Party Loans, as they negotiated the Aether Loan precisely to bypass that restriction – held, the assertion of sole reliance on Mr Le's oral representations is inherently improbable and not credible, given the magnitude of the loans, the sophistication of the defendants, the clear wording of the interest rate clauses, and the 1st Defendant's own admission that he did not read the facility agreements – Peekay Intermark Ltd & Anor v Australia and New Zealand Banking Group Ltd [2006] EWCA Civ 386 considered but held to be of limited assistance – Re Safe Rich Industries Ltd and Yung Wai Man v Leung Kwok Pong applied on the test for O 14 summary judgment – Peyman v Lanjani [1985] 1 Ch 457 applied on affirmation – BV Nederlandse Industrie van Eiprodukten v Rembrandt Enterprises Inc [2020] QB 551 applied on the burden of showing inducement – Aether Limited wound up on the Plaintiff's petition without dispute of the debt – summary judgment granted in favour of the Plaintiff in terms of the draft submitted by Allen & Overy – costs on a nisi basis.
Legal issues: Whether defendants affirmed the Xeno and Aether Facility Agreements by entering into subsequent amendment deeds, thereby losing any right to rescind for misrepresentation · Whether defendants have a triable issue on inducement and reliance for the alleged misrepresentations
Outcome: Summary judgment granted in favour of the Plaintiff against the 1st and 2nd Defendants in terms of a draft submitted by Allen & Overy on 23 December 2021.
Cited by 28 cases · Cites 2 cases