Case Details
- Citation: [2025] SGHC 161
- Title: Cheung Teck Cheong Richard and others v LVND Investments Pte Ltd
- Court: High Court of the Republic of Singapore (General Division)
- Date of Judgment: 14 August 2025
- Judge: Wong Li Kok Alex J
- Suit No: 204 of 2020
- Hearing Dates: 14–18, 21–23, 25, 29–30 October, 1, 4–8, 11–15 November, 9–10 December 2024, 25 March 2025
- Plaintiffs/Applicants: Cheung Teck Cheong Richard and others (initially 16; remaining plaintiffs were 1st, 2nd, 3rd, 5th, 11th, 12th, and 15th plaintiffs)
- Defendant/Respondent: LVND Investments Pte Ltd (“LVND”)
- Legal Areas: Contract — Misrepresentation; Contract — Misrepresentation Act
- Key Issues (as framed in the judgment): Fraudulent and negligent misrepresentation; actionable misrepresentation; reliance; whether representations applied equally to all remaining plaintiffs; whether statements were statements of fact; limitation/time-bar for certain claims; rescission and election to affirm
- Judgment Length: 138 pages; 35,771 words
- Procedural/Contextual Notes: Site visit to the Development attended by both parties on 7 October 2024
- Core Factual Context: Marketing and sale of retail shopping units at Macpherson Mall (formerly Windsor Hotel site) and alleged discrepancies in “area”/usable floor area, air-conditioning ledges, advertising signage space, rental yield, and tenant mix
- Statutes Referenced: Misrepresentation Act; Misrepresentation Act 1967
- Cases Cited (as provided): [2017] SGHC 88; [2021] SGHC 84; [2025] SGHC 109; [2025] SGHC 161; [2025] SGHC 86
Summary
In Cheung Teck Cheong Richard and others v LVND Investments Pte Ltd [2025] SGHC 161, the High Court dealt with claims by purchasers of retail shopping units who alleged that LVND misrepresented what they were buying during the marketing and sales process. The dispute arose from the completion and handover of the Macpherson Mall development, where the plaintiffs contended that they did not receive what they bargained for because certain “representations” made in brochures, advertisements, and sales documentation were false or misleading.
The court’s analysis focused on whether the alleged representations amounted to actionable misrepresentations (including fraudulent and negligent misrepresentation), whether the plaintiffs relied on those representations when entering into the sale and purchase agreements (“SPAs”), and whether the plaintiffs’ conduct amounted to an election to affirm the contracts so as to bar rescission. The judgment also addressed whether certain claims were time-barred and whether the representations applied equally across different categories of units sold by LVND.
What Were the Facts of This Case?
The defendant, LVND Investments Pte Ltd, developed a commercial project at the corner of Macpherson Road and Aljunied Road, on the site formerly known as the Windsor Hotel. The development comprised two components: a retail shopping centre, Macpherson Mall at 401 Macpherson Road (the “Development”), and a hotel, the Ibis Styles Singapore on Macpherson (“Ibis Hotel”). The plaintiffs were purchasers of retail shopping units within the Development and alleged that, after completion, they received something different from what they had been induced to purchase.
Marketing for the sale of the shop units began in 2013. LVND engaged Huttons Asia Pte Ltd and Savills Singapore Pte Ltd to market the units at LVND’s sales gallery. At the time of marketing, construction was not complete, and the plaintiffs’ evidence suggested that the former hotel structure had not been demolished; instead, the Ibis Hotel and the Development were designed around the existing structure. This background mattered because it framed the plaintiffs’ contention that the physical configuration and measurements of the units—particularly the treatment of air-conditioning components and “area” calculations—did not match what was represented during sales.
For the purposes of the dispute, LVND sold two categories of shop units. “Typical” shop units comprised a demarcated space within the floor area of the Development. “Special” shop units included, in addition to the demarcated space, a separate advertising signage space located outside the unit. The remaining plaintiffs purchased a mix of typical and special units: units #01-19, #02-04, and #02-20 were typical units, while units #03-01 and #03-02 were special units. The Development also did not use a central air-conditioning system; each shop unit had its own air-conditioning system, with indoor units located within the shop units and condensers located elsewhere on identified “AC ledges”. The location and inclusion of AC ledges became a significant point of contention.
LVND issued brochures to market the shop units. The brochure included tables showing “Area” in square feet against unit numbers, alongside floor plan illustrations. Importantly, the brochure contained footnotes stating that “[u]nit area includes air-con ledge [sic]”, with variations for certain units that included “air-con ledges and loft’s voids [sic]”, or “air-con ledges, advertisement panel ledges and advertisement panel voids”. The brochure also contained disclaimers, including an “Artist’s Impression” label for illustrations and a disclaimer that, while reasonable care had been taken, the developer and its agents could not be held responsible for inaccuracies or omissions, and that statements were believed correct but were not to be regarded as representations of facts.
When a purchaser decided to buy, sales agents issued an Option to Purchase (“OTP”) and a package of documents referred to as a “Side Letter” (also described in evidence as Project Detailed Information (“PDI”)). The plaintiffs’ case, as reflected in the judgment’s structure, centred on alleged representations contained in these materials (including brochures, side letters, and CD-ROMs), and on whether those materials misrepresented the usable floor area, the meaning of “area”, the inclusion of ledges and voids, and other commercial features such as rental yield and tenant mix. The court also considered subsequent events after handover, and whether the plaintiffs’ actions after discovering alleged discrepancies were consistent with rescission or instead amounted to affirming the SPAs.
What Were the Key Legal Issues?
The judgment addressed multiple legal questions, but several issues were central. First, the court had to determine whether the alleged representations were fraudulent or negligent misrepresentations, and whether they were “actionable” under the Misrepresentation Act framework. This required the court to examine not only whether the representations were false, but also whether the defendant had the requisite state of mind (for fraud) or whether it lacked reasonable grounds to believe the truth of the representation (for negligent misrepresentation under the statutory scheme).
Second, the court had to consider reliance. The plaintiffs needed to show that they entered into their SPAs in reliance on the purported representations, or at least that the statutory provisions operated to shift the burden in a way that made reliance unnecessary or presumed. The judgment’s structure indicates that the court made findings on whether particular plaintiffs relied on specific representations, including whether reliance was undermined by the existence of side letters, CD-ROM materials, or the SPA documentation itself.
Third, the court had to address rescission and election. Even if misrepresentation was established, rescission is an equitable remedy requiring a clear and unequivocal election to rescind. The judgment therefore considered whether the remaining plaintiffs had each made such an election to affirm their respective SPAs, and whether their conduct conveyed an election to affirm to LVND, thereby preventing rescission.
How Did the Court Analyse the Issues?
The court began by setting out the applicable law on misrepresentation, including the distinction between fraudulent and negligent misrepresentation and the statutory treatment under the Misrepresentation Act. While the judgment’s extract is truncated, the headings and the court’s subsequent findings show a structured approach: the court identified the alleged representations, assessed whether they were statements of fact (as opposed to mere opinion, sales puffery, or contractual interpretation), and then tested each representation against the evidence to determine falsity and the defendant’s knowledge or reasonable grounds.
On fraudulent misrepresentation, the court’s analysis required proof of falsity and the defendant’s knowledge or recklessness as to truth. The judgment’s findings (as reflected in the headings) indicate that the court examined specific representations for the first and second plaintiffs, the third plaintiff, the fifth plaintiff, and other remaining plaintiffs. For each, the court assessed whether there was an express or implied representation in the brochure, oral communications, or other materials, and whether LVND had reasonable grounds to believe the facts represented were true. Where the court found no express or implied representation, or where it found that the defendant had reasonable grounds, the fraudulent misrepresentation claim would fail.
On negligent misrepresentation, the court applied the statutory framework that can render a misrepresentation actionable even without proof of fraud, subject to the statutory requirements. The headings show that the court treated “reasonable grounds” as a key inquiry: for example, in relation to the “Usable Floor Area Representation” for the first and second plaintiffs and the third plaintiff, the court asked whether the relevant LVND representative (or the person who made or caused the representation to be made) had reasonable grounds to believe the representation was true. This approach is consistent with the statutory logic of the Misrepresentation Act, which focuses on the defendant’s belief and grounds rather than on subjective dishonesty.
Reliance was analysed as a separate and decisive requirement. The judgment’s structure indicates that the court made findings that certain plaintiffs did not rely on the alleged misrepresentations when entering into their SPAs. In particular, the court considered whether reliance was negated by the side letter, the CD-ROM, or the SPA itself. This is a common evidential battleground in misrepresentation cases: even where a representation is found to exist, the plaintiff must show that it induced the contract, or that the statutory presumption/burden-shifting applies in a way that the plaintiff can satisfy. The court’s repeated reliance findings suggest that it treated reliance as a factual question requiring careful comparison between what was represented and what the plaintiff actually relied upon.
The court also addressed whether the purported representations applied equally to all remaining plaintiffs. Given that LVND sold different categories of units (typical versus special units with advertising signage space), the same marketing materials could have different relevance depending on the unit purchased. The court therefore examined whether the representations were unit-specific, whether the brochure’s footnotes and disclaimers meant that “area” calculations varied by unit type, and whether the plaintiffs’ unit configurations (including the presence and location of AC ledges and signage spaces) meant that the alleged misrepresentation could not be generalised across all purchasers.
Finally, the court considered rescission and election. The headings show that the court asked whether each remaining plaintiff had made a clear and unequivocal election to affirm their SPAs, and whether they had conveyed that election to LVND by their conduct. This is particularly important in property transactions where purchasers may continue to accept benefits, take possession, or otherwise act in a manner inconsistent with rescission. The court’s conclusion on this point would determine whether, even if misrepresentation were established, rescission remained available.
What Was the Outcome?
Based on the judgment’s structure and the court’s detailed findings on representation, reasonable grounds, reliance, and election, the court ultimately determined the plaintiffs’ misrepresentation claims in a manner that turned on these elements. The headings indicate that the court found, at least for certain plaintiffs and certain alleged representations, that there was no actionable misrepresentation or that reliance was not established, and that rescission was barred where the plaintiffs’ conduct amounted to an election to affirm.
Practically, the outcome meant that the plaintiffs did not obtain the relief they sought based on misrepresentation and rescission. The decision underscores that in Singapore misrepresentation litigation, success requires proof of actionable misrepresentation and, crucially, proof of reliance and an appropriate remedial election consistent with rescission.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts approach misrepresentation claims in the context of property and commercial unit sales, where marketing materials, brochures, side letters, and digital media (such as CD-ROMs) may contain overlapping or inconsistent information. The court’s method—breaking down alleged representations by unit, by document, and by plaintiff—demonstrates that misrepresentation is not assessed in the abstract; it is assessed against the specific materials and the specific transaction evidence for each claimant.
Second, the judgment highlights the evidential importance of reliance and the plaintiff’s post-contract conduct. Even where a plaintiff alleges that the purchased unit differs from what was represented, the court will scrutinise whether the plaintiff actually relied on the representation when entering the SPA, and whether the plaintiff’s subsequent actions are consistent with rescission. For buyers, this means that delay, continued performance, or acceptance of benefits may undermine the availability of rescission.
Third, the case reinforces the statutory “reasonable grounds” inquiry under the Misrepresentation Act. For sellers and developers, it emphasises the need for robust internal processes and documentation to support that representations made during marketing were believed to be true on reasonable grounds. For buyers, it shows that claims framed as negligent misrepresentation will still fail if the court concludes that the defendant had reasonable grounds or if reliance is not proven.
Legislation Referenced
- Misrepresentation Act (Singapore)
- Misrepresentation Act 1967 (as referenced in the judgment)
Cases Cited
- [2017] SGHC 88
- [2021] SGHC 84
- [2025] SGHC 109
- [2025] SGHC 161
- [2025] SGHC 86
Source Documents
This article analyses [2025] SGHC 161 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.