Miracle Design Studio Pte. Ltd. v Chai Poh Zheng & 2 Ors

Facts

Miracle Design Studio Pte Ltd, a renovation contractor, sued Mr Chai Poh Zheng (the owner of a house), his father Mr Chai Yeong, and CCT Audio Visual Pte Ltd, a company of which the father is sole director and shareholder, in District Court Originating Claim No 1382 of 2023 for the balance it said was due for renovation works.

In a video message of 12 April 2022 the claimant's director, Mr Chui, set out a two-phase project with a budget of $310,000 and $320,000. Invoices addressed to the company were paid by it, totalling $250,000 before GST. Work began on 21 September 2022, with completion agreed for 21 January 2023. The claimant later issued three unsigned quotations, the last on 24 May 2023 for $499,014.40 before GST. A temporary occupation permit was obtained on or around 17 May 2023. On 18 August 2023 the company terminated the agreement, citing loss of confidence, and barred the claimant from the site. Its quantity surveyor, Ng 3, inspected on 8 September 2023; another firm later finished the work.

The claimant ultimately said its contract was with the father alone and claimed under the final quotation. The company counterclaimed rectification costs of $238,000 as assessed by Ng 3, and the son claimed loss of rental or use for the delay.

Issues

1. Whether the claimant contracted with the father or with the company.
2. Whether the terms were those in the video message or in any of the quotations.
3. How much the claimant was entitled to for work done, and whether the company could set off rectification costs.
4. Whether the owner could claim loss of rental or use as a non-party under the Contracts (Rights of Third Parties) Act 2001.

Holding

The District Court allowed the claim in part. It dismissed the claims against the son and the father, and the son's counterclaim for loss of rental or use. Against the company, the claimant was entitled to $114,459.60 for work done, but the company's rectification costs of $238,000 were set off, so the claimant was ordered to pay the company $123,540.40 with interest at 5.33% per annum from judgment. Costs were left to agreement or brief submissions.

Reasoning

The claimant had shifted positions on who its counterparty was, while the defendants had been consistent. The documents addressed to the company, the three invoices it paid and Mr Chui's own admissions pointed to the company. Separate invoices to "Mr Chai" were not shown to have been sent. Who beneficially owned the house or finally paid did not decide who contracted. The court found the contract was with the company.

None of the quotations was accepted. The company's representatives had objected to the first quotation as too high, and mere silence on the later ones was not unequivocal acceptance. Two payments came before any quotation, none matched the quotation milestones, and continuing work under an existing arrangement showed no assent. The only operative agreement was the video message, which set a budget but no price for each item.

With no agreed prices, the court accepted Ng 3's uncontroverted valuation of the work done, at $364,459.60, as not obviously lacking in defensibility. Several of the claimant's objections had not been put to the expert, there was no evidence the site was disturbed before the inspection, and the claimant called no expert. It had not proved the remaining items were done. Ng 3's assessment of defects and of full-replacement rectification was likewise accepted, and the claimant did not contest repudiatory breach in its closing.

The son's claim failed because the video message neither named him nor contained a term conferring a benefit on him, so s 2 of the 2001 Act did not apply.

From the judgment