Century Housing Services Pte Ltd v Koh Chiep Chong(Xu Jiecong)

Case Details

• Citation: [2026] SGMC 11
• Court: State Courts of the Republic of Singapore (Magistrate Court)
• Decision Date: 30 January 2026
• Coram: District Judge James Leong
• Case Number: Magistrate Court Originating Claim No 5281 of 2023
• Hearing Date(s): 7 April, 2 May, 25 December 2025
• Claimant: Century Housing Services Pte Ltd
• Defendant: Koh Chiep Chong (Xu Jiecong)
• Counsel for Claimant: Mr K Rajendran (RLC Law Corporation)
• Counsel for Defendant: Mr Haresh Kamdar (Kamdar Law Chambers)
• Practice Areas: Landlord & Tenant; Covenants; Subletting; Termination of Leases

Summary

The decision in Century Housing Services Pte Ltd v Koh Chiep Chong (Xu Jiecong) [2026] SGMC 11 provides a critical examination of the enforcement of non-subletting covenants within the context of the burgeoning co-living industry in Singapore. The dispute arose when the defendant, a property agent by profession, purchased a residential property at 2 Kitchener Link subject to an existing tenancy held by the claimant, a company specializing in co-living arrangements. The central conflict focused on whether the claimant’s business model—which involved letting individual rooms to various occupants—constituted "illegal subletting" in breach of the express terms of the tenancy agreement, thereby justifying the defendant’s immediate termination of the lease shortly after acquiring the property.

The Magistrate’s Court was tasked with determining the validity of the defendant's termination on 16 June 2023. The claimant argued that the previous landlord had waived the restrictive covenants against subletting and that the defendant, as a successor-in-title, was bound by this acquiescence or was otherwise estopped from enforcing the clause. Conversely, the defendant maintained that as the new legal owner, he was entitled to insist on strict compliance with the written terms of the tenancy, which required prior written consent for any subletting or parting with possession. The court’s analysis centered on the objective interpretation of the contractual terms and the evidentiary weight of the "permitted occupants" list compared to the actual inhabitants of the premises at the time of the dispute.

Ultimately, the court dismissed the claimant’s action for wrongful termination. It held that the defendant was legally entitled to terminate the tenancy because the claimant had indeed breached the covenant against subletting without written consent. The court found that the claimant had failed to establish that the defendant had waived his rights or acquiesced to the breach. While the previous landlord might have tolerated the arrangement, the defendant, upon stepping into the shoes of the landlord, was entitled to exercise his contractual rights. This result underscores the precarious nature of co-living operations that rely on informal "understandings" rather than formal, written variations of tenancy agreements.

Regarding the defendant's counterclaim, the court adopted a rigorous approach to the proof of special damages. Although the defendant succeeded in establishing the breach, the majority of his claims for reinstatement costs and loss of use were rejected due to a lack of specific evidence from contractors or vendors. The court only allowed a pro-rated commission claim and ordered the refund of the remaining security deposit. This judgment serves as a significant reminder to practitioners that even where a breach of tenancy is proven, the quantification of damages requires meticulous documentation and cannot rely on mere estimates or assertions of loss.

Timeline of Events

1. 15 September 2022: The claimant enters into a third tenancy agreement with the original owner, Mr. Khan Anwar Hossain, for the premises at 2 Kitchener Link #14-05, for a term ending on 14 September 2024.
2. 21 July 2022: A document related to the tenancy is executed, which later serves as the basis for the "permitted occupants" list provided to the defendant.
3. 6 June 2023: The defendant, Koh Chiep Chong (Xu Jiecong), becomes the legal owner of the premises upon completion of the purchase from the original owner.
4. 7 June 2023: The defendant enters the premises and pastes "Notices to Quit" on the property, citing various breaches of the tenancy agreement but without providing specific particulars of those breaches.
5. 14 June 2023: The claimant’s solicitors respond to the defendant, asserting that the Notices to Quit are defective and do not comply with legal requirements.
6. 16 June 2023: The defendant returns to the premises and demands that the claimant’s tenants move out immediately. The claimant treats this conduct as a wrongful repudiation of the tenancy and accepts the repudiation, seeking damages.
7. 11 August 2025: The claimant files its Closing Submissions following the substantive hearings.
8. 25 December 2025: The final hearing date for the matter before judgment is reserved.
9. 30 January 2026: The Magistrate’s Court delivers its judgment, dismissing the claimant's claim and partially allowing the defendant's counterclaim.

What Were the Facts of This Case?

The claimant, Century Housing Services Pte Ltd, is a company involved in the business of managing residential properties for co-living purposes. The dispute concerned a condominium unit located at 2 Kitchener Link #14-05, Singapore 207229. The claimant had been the tenant of these premises since 2018 under successive agreements with the original owner, Mr. Khan Anwar Hossain. The operative agreement at the heart of the dispute was the third tenancy agreement, dated 15 September 2022, which was intended to run for two years until 14 September 2024. Under this business model, the claimant would rent the entire unit and then license or sublet individual rooms to various occupants, often making minor structural modifications such as installing gypsum board partitions to create additional living spaces.

The defendant, Koh Chiep Chong (Xu Jiecong), is a property agent who purchased the premises. The transaction involved an intermediate party, Ms. Lin Yan, who had been granted an option to purchase by the original owner and subsequently sub-sold that option to the defendant. It was an express condition of the sale that the defendant purchased the property subject to the existing tenancy held by the claimant. Upon the completion of the sale on 6 June 2023, the defendant effectively stepped into the shoes of the landlord. The relationship between the new landlord and the tenant soured almost immediately. The defendant, apparently dissatisfied with the co-living arrangement and the presence of multiple sub-tenants, sought to terminate the tenancy.

The tenancy agreement contained several standard but restrictive covenants. Clause 2(k) was the most significant, as it prohibited the claimant from assigning, subletting, or parting with possession of the premises, or any part thereof, without the prior written consent of the landlord. Additionally, clause 4(i) required the claimant to provide the names and particulars of all occupiers to the landlord. Clause 4(m) provided for a pro-rated refund of the agent's commission if the tenancy was terminated prematurely. The claimant had also installed a partition to create a fifth room in what was originally a four-room unit, an act the defendant claimed was an unauthorized alteration.

On 7 June 2023, just one day after becoming the legal owner, the defendant entered the premises and pasted "Notices to Quit" on the door. These notices alleged breaches of the tenancy agreement but were criticized by the claimant for being vague and lacking particulars. The claimant, through its witness Ms. Lu Deqing (CW1), maintained that the previous landlord had always been aware of and had consented to the co-living arrangement, the partitions, and the subletting of rooms. The claimant argued that the defendant was aware of these facts before he purchased the property and was therefore bound by the previous landlord's waiver of the restrictive covenants.

The situation escalated on 16 June 2023, when the defendant visited the premises and demanded that the occupants—who were sub-tenants of the claimant—vacate the property. The claimant viewed this as a wrongful repudiation of the tenancy agreement. The claimant subsequently accepted this repudiation and commenced legal action, seeking $60,000 in damages for the loss of the remaining term of the lease. The defendant filed a counterclaim for $21,120, which included $12,020 for the removal of partitions and reinstatement of the premises, $5,600 for loss of use during the reinstatement period, and $3,500 for a pro-rated refund of the commission paid to the property agent. The defendant also sought to forfeit the security deposit of $5,600 held under the tenancy.

During the trial, the evidence of Ms. Lu Deqing (CW1) was pivotal. She admitted in her Affidavit of Evidence in Chief that the claimant had rented out the unit to five different tenants for a total aggregate rent of $10,000 per month. This admission provided the factual foundation for the defendant's argument that illegal subletting had occurred. The defendant also produced a list of "permitted occupants" that had been provided to him, which contained names that did not match the individuals actually residing in the unit at the time he took over the property. This discrepancy became a central pillar of the court's eventual finding that the claimant was in breach of the tenancy agreement.

What Were the Key Legal Issues?

The court identified two primary issues that necessitated determination to resolve the claim and the counterclaim:

1. Whether the defendant was entitled to terminate the tenancy on 16 June 2023: This issue required the court to determine if the claimant had committed a repudiatory breach of the tenancy agreement. Specifically, the court had to analyze whether the claimant’s act of subletting the premises to multiple individuals without the defendant's written consent constituted a breach of clause 2(k). A sub-issue within this was whether the defendant, as a successor-in-title, was bound by any alleged waiver or acquiescence by the previous landlord regarding the co-living arrangement. The court also had to consider the application of Section 18 of the Conveyancing and Law of Property Act 1886, which governs the landlord's right of re-entry and the requirement for notice.
2. Whether the damages sought for the counterclaim had been established: If the termination was lawful, the court then had to quantify the defendant's losses. This involved a detailed assessment of the "special damages" claimed by the defendant, including the costs of removing the gypsum board partitions, repairing the floor and walls, and the loss of rental income during the period required for these works. The legal threshold for proving such damages was a key point of contention, particularly whether the defendant could recover these costs without providing formal quotes or invoices from third-party contractors.

These issues were framed against the backdrop of contractual interpretation principles, specifically how to reconcile the express written terms of a tenancy agreement with the practical realities of a long-standing commercial arrangement that had been tolerated by a prior owner.

How Did the Court Analyse the Issues?

The court’s analysis began with the fundamental principles of contractual interpretation. District Judge James Leong noted that a tenancy agreement is, at its core, a contract, and must be interpreted according to the objective intentions of the parties as expressed in the written document. The court cited the guidance of the Court of Appeal in Leiman Ricardo v Noble Resources Ltd [2020] SLR 286 at [59-60], which emphasizes that the court must look at the text of the agreement within its relevant context. In this case, the text of clause 2(k) was unambiguous: the tenant was prohibited from subletting or parting with possession "without the written consent of the landlord."

Regarding Issue 1, the court focused on the evidence of subletting. The claimant’s own witness, Ms. Lu Deqing (CW1), admitted that the unit was being rented out to five separate tenants for a total of $10,000. The court found that this clearly fell within the definition of subletting. The claimant argued that this was the "business" of the claimant and that the previous landlord had consented. However, the court held that the requirement for "written consent" in clause 2(k) was a strict one. No such written consent from either the previous landlord or the defendant was produced. The court observed at [18] that the names of the tenants provided by CW1 in her affidavit were "totally different" from the names of the permitted occupants listed in the tenancy documents provided to the defendant upon completion of the sale.

The court then addressed the claimant's argument of waiver and acquiescence. The claimant contended that because the previous landlord had allowed the co-living arrangement for years, the defendant could not suddenly insist on the strict enforcement of clause 2(k). The court rejected this, stating at [20]:

"While the previous landlord may well have waived compliance with clause 2 (k) which prohibits subletting, the defendant as the current contracting party who has stepped into the shoes of the previous landlord is entitled to decide whether to continue to waive the requirement."

The court further analyzed the defense of acquiescence by referring to the Appellate Division’s decision in Salaya Kalairani & Anor v Appangam Govindasamy [2023] SGHC (A) 40. For acquiescence to succeed, it must be shown that it would be "dishonest or unconscionable" for the party to set up a strict legal right. The court found no such unconscionability here. The defendant had made his intentions clear almost immediately after taking ownership by pasting the Notices to Quit on 7 June 2023. This proactive stance negated any suggestion that he had stood by and allowed the claimant to believe the breach would be tolerated. Consequently, the court found that the claimant was in breach of clause 2(k) as of 16 June 2023, and the defendant was entitled to terminate the tenancy.

The court also touched upon Section 18 of the Conveyancing and Law of Property Act 1886. While the claimant argued that the defendant had failed to give proper notice under this section, the court noted that the defendant’s right to terminate for illegal subletting was a recognized ground for re-entry. Given the claimant's clear breach and the defendant's immediate objection, the court found the termination on 16 June 2023 to be justified.

Regarding Issue 2 (the counterclaim), the court applied a much stricter evidentiary standard. The defendant claimed $12,020 for reinstatement and $5,600 for loss of use. However, the court noted that these were "special damages" which must be specifically pleaded and proven. The defendant failed to produce any invoices, receipts, or even formal quotes from contractors to justify the $12,020 figure. The court remarked at [25] that it is "axiomatic that special damages must be specifically pleaded and proven." Without such evidence, the court could not conclude that these expenses were reasonably incurred or even incurred at all.

Similarly, the claim for $5,600 for loss of use was rejected because the defendant did not provide evidence that the reinstatement works actually took one month or that he had lost a specific rental opportunity during that time. The only part of the counterclaim that the court found established was the pro-rated commission of $3,500. This was a straightforward calculation based on clause 4(m) of the tenancy agreement, which was triggered by the premature termination of the lease. The court concluded that since the termination was due to the tenant's breach, the defendant was entitled to this refund.

What Was the Outcome?

The court’s final orders were as follows:

"the claim is dismissed, and the counterclaim is successful to the extent of $3,500 with the balance $2,100 from the rental deposit to be refunded to the claimant." (at [30])

The claimant’s primary claim for $60,000 in damages for wrongful termination was dismissed in its entirety. The court’s finding that the defendant was entitled to terminate the tenancy on 16 June 2023 meant that there was no "wrongful" act to ground a claim for damages. The claimant’s argument that the defendant’s entry and demand for the sub-tenants to leave constituted a repudiatory breach was rejected because the claimant itself was already in breach of the fundamental covenant against subletting.

On the counterclaim, the defendant was only partially successful. While he had sought a total of $21,120, the court only awarded $3,500. This award represented the pro-rated commission pursuant to clause 4(m) of the tenancy agreement. The more substantial claims for $12,020 (reinstatement) and $5,600 (loss of use) were dismissed due to a failure of proof. The court emphasized that the defendant had the burden of proving these special damages with concrete evidence, such as contractor invoices, which he failed to do.

Regarding the security deposit, which amounted to $5,600, the court ordered that the $3,500 awarded to the defendant be set off against this sum. The remaining balance of $2,100 was ordered to be refunded to the claimant. This outcome reflects a balanced application of the law: while the tenant was held liable for the breach of contract, the landlord was not permitted to recover speculative or unproven costs simply because a breach had occurred.

On the matter of costs, the court did not make an immediate determination. Instead, it ordered that costs, including entitlement and quantum, be agreed upon by the parties or fixed by the court. The parties were given three weeks to file written submissions on costs, limited to 10 pages, if they were unable to reach an agreement. This indicates that the court recognized the mixed success of the parties—the defendant won on the liability for the claim but failed on the majority of the quantum for the counterclaim.

Why Does This Case Matter?

This case is of significant importance to the Singapore legal landscape, particularly for the residential property sector and the growing co-living industry. It clarifies the limits of "informal waivers" in the context of property successions. The ratio decidendi—that a successor landlord is not automatically bound by the previous landlord's informal or oral waiver of a "no-subletting" clause—serves as a stark warning to co-living operators. In an industry where business models often push the boundaries of traditional residential tenancies, the court has reaffirmed that the written contract remains the primary source of legal obligations.

For practitioners, the case highlights the "successor-in-title" risk. When a property is sold subject to a tenancy, the new owner is not merely a passive observer of existing arrangements. As the court noted, the new owner "steps into the shoes" of the landlord and is entitled to re-evaluate whether to continue waiving strict compliance with covenants. This means that any "understanding" a tenant has with a landlord should be formalized in writing and, ideally, incorporated into the tenancy agreement itself to ensure it survives a change in ownership. The failure to do so in this case cost the claimant a two-year lease and a $60,000 claim.

Furthermore, the judgment reinforces the high evidentiary bar for special damages in landlord-tenant disputes. It is common for landlords to claim "reinstatement costs" based on their own estimates or verbal quotes. This case makes it clear that the State Courts will not award such damages without documentary proof from third-party vendors. Practitioners acting for landlords must ensure that their clients obtain and preserve invoices and receipts for all repair and reinstatement works if they intend to recover these costs in litigation. The dismissal of over $17,000 of the defendant's counterclaim due to lack of evidence is a potent illustration of this principle.

The case also touches upon the intersection of the Conveyancing and Law of Property Act 1886 and modern co-living arrangements. By upholding the landlord's right to terminate for illegal subletting without the need for extensive prior notice (where the breach is clear and the landlord objects immediately), the court has provided landlords with a powerful tool to regain control of properties that are being used in ways not contemplated by the original agreement. This may lead to a more cautious approach by co-living operators when entering into standard tenancy agreements that contain "no-subletting" clauses.

Finally, the decision emphasizes the importance of the "permitted occupants" list. In an era of increased scrutiny by the MCST and authorities regarding occupancy limits, the court’s use of this list to verify a breach of the subletting covenant is a practical lesson for both landlords and tenants. Maintaining an accurate and updated list of occupants is not just a regulatory requirement but a critical piece of evidence in any dispute over the nature of the occupancy.

Practice Pointers

• Formalize Waivers: Practitioners should advise tenants, especially commercial co-living operators, that any waiver of a restrictive covenant (like a "no-subletting" clause) must be obtained in writing. Reliance on the "understanding" or "acquiescence" of a previous landlord is highly risky if the property is sold.
• Due Diligence for Purchasers: When acting for a purchaser of a tenanted property, counsel should verify the actual occupancy of the unit against the "permitted occupants" list in the tenancy agreement. Any discrepancy should be addressed before completion or used as a basis for immediate action post-completion.
• Pleading Special Damages: This case reaffirms that special damages (reinstatement, repairs, loss of use) must be specifically pleaded and proven. Practitioners must ensure that clients provide formal quotes, invoices, and proof of payment from contractors. Mere assertions of cost will likely be rejected by the court.
• Loss of Use Claims: To succeed in a claim for loss of use during reinstatement, a landlord must provide evidence of the duration of the works and evidence that a rental opportunity was actually lost (e.g., a rejected offer from a prospective tenant).
• Clause 4(m) Calculations: When a tenancy is terminated early due to a tenant's breach, ensure that any pro-rated commission refund is calculated precisely according to the formula in the agreement, as this is one of the few "liquidated" claims likely to succeed without extensive external evidence.
• Section 18 CLPA Compliance: While the court in this case supported the landlord, practitioners should generally ensure that any Notice to Quit or notice of breach complies with the requirements of Section 18 of the Conveyancing and Law of Property Act 1886 to avoid arguments that the termination was procedurally defective.

Subsequent Treatment

As this is a relatively recent decision from the Magistrate's Court (January 2026), there is no recorded subsequent treatment in higher courts or later judgments in the provided metadata. The ratio regarding the right of a successor-in-title to enforce restrictive covenants despite a predecessor's waiver aligns with established principles of land law and contract law in Singapore, particularly the principle that a waiver of a breach is generally not a permanent variation of the contract unless it meets the requirements for estoppel or a formal amendment.

Legislation Referenced

• Conveyancing and Law of Property Act 1886 (Section 18)

Cases Cited

• Applied: Leiman Ricardo v Noble Resources Ltd [2020] SLR 286 (at [59-60])
• Considered: Salaya Kalairani & Anor v Appangam Govindasamy [2023] SGHC (A) 40 (at [52])
• Referred to: [2026] SGMC 11 (the present case)

Source Documents

• Original judgment PDF: Download (PDF, hosted on Legal Wires CDN)
• Official eLitigation record: View on elitigation.sg