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The Singapore Law Gazette

Implied Terms, Unjust Enrichment and Quantum Meruit in Singapore

The Impact of the UK Supreme Court Decision in Barton and others v Morris and another in place of Gwyn Jones (deceased) [2023] UKSC 3 on Implied Terms, Unjust Enrichment and Quantum Meruit in Singapore

Contracts form the basis of almost every business transaction. The existence of contracts allows for the participation in collaborative and complementary efforts by setting out the expectations and responsibilities of each party, which in turn protects their interests and rights in that transaction. Founded on English common law principles, English cases on the law of contract continue to play an influential role in Singapore decisions insofar as the interpretation of these principles are concerned. Consequently, the recent Supreme Court case of Barton and others v Morris and another in place of Gwyn Jones (deceased) [2023] UKSC 3 (Barton v Morris) is no exception. The article thus seeks to discuss the principles espoused in Barton v Morris and the decision’s impact on Singapore.

Introduction

The case of Barton v Morris concerns one Mr Barton, who had performed a service for Foxpace Limited (Foxpace), by introducing a buyer, Western UK (Acton) Limited (Western) to Foxpace which led to the successful sale of the latter’s property, Nash House (the Property), for £6 million. While there was no written agreement between parties, an oral agreement had been reached containing only one express term – that Mr Barton be paid £1.2 million for introducing Western if the latter bought the Property for £6.5 million. As the property was sold for a sum less than the agreed amount, Foxpace took the position that their agreement with Mr Barton remained unfulfilled and that they were not obligated to pay him.1Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch).

The following sections will analyse the legal principles relevant in Barton v Morris and its consistency with Singapore’s interpretation and position on these principles.

High Court

First heard in the High Court by His Honour Judge (HHJ) Pearce, Mr Barton had submitted an argument for unjust enrichment. While HHJ Pearce agreed that Foxpace was indeed enriched at Mr Barton’s expense, which he had assessed to be valued at £435,000.00, Foxpace’s enrichment was not found to be unjust. HHJ Pearce also found that even though parties had not contemplated alternate outcomes such as the consideration for Mr Barton’s service if the Property were to be sold at a price lower than £6.5 million, it was a reasonable assumption that Mr Barton would have nonetheless been entitled to a fee, albeit a reduced one, if such a scenario were to occur.2Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (196)-(197). Notwithstanding this, as there was no express terms agreed by parties for fees payable by Foxpace to Mr Barton in the event that the Property was sold for anything less than £6.5 million, HHJ Pearce held that imposing a requirement for Foxpace to do so would interfere with the freedom of parties to define and allocate their obligations.3Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (190) and (198). Accordingly, Foxpace was held to be not liable to Mr Barton.

Court of Appeal

On Mr Barton’s appeal, the Court of Appeal unanimously overturned the High Court’s decision and held that Mr Barton was entitled to be paid the reasonable value for his services as assessed by HHJ Pearce – £435,000.00, although members of the Court of Appeal had differing reasons for deciding so.4Barton v Gwyn-Jones and others (2019) EWCA Civ 1999. Asplin and Males LJJ took the view that there was no contractual allocation of risk that had otherwise rendered a remedy for unjust enrichment inequitable.5Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (32)-(33), (62)-(63). On the other hand, Davis LJ took a differing view that notwithstanding the express term agreed by parties, there was an implied term that Mr Barton would be reasonably remunerated for successfully introducing a purchaser – Western, even though the eventual sale of the Property was at a price less than £6.5 million.6Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (70) and (75).

Supreme Court

Foxpace filed an appeal and the Supreme Court decided to set aside the Court of Appeal’s judgment,7Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3. with the majority comprising Lady Rose, Lord Briggs and Lord Stephens (collectively the Majority), with Lord Leggatt and Lord Burrows dissenting. In reaching their decision, the Supreme Court deliberated on whether there were any potential routes which could lead to the conclusion that Foxpace was contractually bound to pay a fee to Mr Barton8Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (11). and whether Foxpace had been unjustly enriched at Mr Barton’s expense.9Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (77).

The Majority agreed with the initial findings by the High Court that there was no express term in the agreement for Mr Barton to be paid a fee for the sale of the property for a sum any less than £6.5 million. In fact, it was found that Foxpace’s obligation to pay Mr Barton a specific sum of £1.2 million was premised on the occurrence of a particular event – the sale of the property for at least £6.5 million. It follows then that there is no obligation for Foxpace to pay where the sale for the property is less than £6.5 million.

The Majority found that the requirements10Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd (2015) UKSC 72. for a term to be implied had not been met. The implication of a term for Foxpace to pay Mr Barton an unspecified sum for the sale of the Property for an amount less than £6.5 million would contradict the express term of the agreement.11Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (25)-(26). Further, it could not have been Foxpace’s intention for Mr Barton to receive three times the reasonable fee if the sale price of the property was £6.5 million or more, and still receive full reasonable fee if the sale price was less.12Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (37). Thus, it would be impossible for the court to accurately imply a term in the agreement without any indication on the fees which parties would have agreed to.13Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (40).

The Majority also found the estate agent cases14Luxor (Eastbourne) Ltd v Cooper (1941) AC 108; Devani v Wells (2019) UKSC 4; Firth v Hylane Ltd (1959) EWCA Civ J0211-3 (vLex). submitted by Mr Barton to be irrelevant.15Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (59)-(67). The arrangement between Foxpace and Mr Barton was dissimilar to estate agents and the agreed fee of £1.2 million was unrelated to his effort in introducing Western.16Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (68)-(75).

On whether Foxpace had been unjustly enriched at Mr Barton’s expense, the Majority considered four factors:17Benedetti v Sawiris (2013) UKSC 50 at (10).

  1. whether Foxpace was enriched,
  2. whether the enrichment was at Mr Barton’s expense,
  3. was Foxpace’s enrichment unjust, and
  4. were there any defences available to Foxpace?

Of the four considerations above, Foxpace conceded the first two and answered the fourth in the negative. The Court ultimately found that given the express term agreed by the parties, if Mr Barton bears the risk of no sale, it then follows that he also bears the risk of a sale at a lower price which would therefore not amount to unjust enrichment.18Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (104)-(105).

Lord Leggatt, in his dissenting opinion, was of the view that despite the express term agreed by parties being a conditional one – on the basis that the Property was sold for at least £6.5 million, parties simply had not addressed their minds as to the possibility that the Property could be sold at a price lesser than £6.5 million.19Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (185)-(186). Therefore, it does not preclude Mr Barton from any right to remuneration. On the contrary, it was indicative that Foxpace was willing to pay a reasonable commission in accordance with normal commercial expectation and implied obligation,20Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (170)-(174). and it is unlikely that parties would have agreed to completely forgo payment if conditions were not met to the letter.21Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (181)-(183).

Similarly, Lord Burrows took the view that Mr Barton had the right to reasonable remuneration. The express term of the agreement did not preclude the implication of terms in the case where the Property was sold for less than £6.5 million. The agreed consideration of £1.2 million was chosen because it represented Mr Barton’s potential recoupment for monies lost in his own two attempts to purchase the Property. The silence in the agreement should not mean that the loss lay where it fell but rather that an implication of term should be the default law.22Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (221)-(224).

In obiter, Lord Burrows commented that even if there was no contract term for reasonable remuneration to be implied, the facts of the matter fulfilled the three central elements required, save for a defence by the defendant, to prove a claim in unjust enrichment.23Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (228), citing Benedetti v Sawiris (2013) UKSC 50 at (10); Investment Trust Companies v Revenue and Customs Comrs (2017) UKSC 29 at (24) and (39)-(42); Samsoondar v Capital Insurance Ltd (2020) UKPC 33 at (18)-(20); and Dargamo Holdings Ltd v Avonwick Holdings Ltd (2021) EWCA Civ 1149 at (51)-(63). It was clear the Foxpace had been enriched and this was so at Mr Barton’s expense. The fact that Mr Barton was not paid £1.2 million despite having rendered a beneficial service to Foxpace on that basis was sufficient to supply the unjust factor, thus fulfilling the final element of such a claim.24Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (228)-(236).

Singapore’s Position – Implied Terms

In 2013, Singapore has deviated from the common law position on the implication of terms through the introduction of a three-step test25Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (83)-(101). by combining the traditional English tests – the business efficacy test26The Moorcock (1889) 14 PD 64 at 68. and the officious bystander test.27Shirlaw v Southern Foundries (1926) Limited (1939) 2 KB 206 at 227. The three-step test28Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (101). may be briefly explained and summarised as follows:

  1. The courts will determine the circumstances in which the gap in the contract had arose. If the existence of the gap was known to parties yet parties chose not to provide the necessary terms to address it, then the test fails at the first step and the courts would be disinclined to imply terms into the contract;
  2. The courts will next consider whether the implication of terms into the contract would give “business efficacy” to the contract. That is to say, the term to be implied must aid parties in carrying out the terms of their contract. Otherwise, the courts would be reluctant to do so;29For example, Max-Sun Trading Ltd and another v Tang Mun Kit and another (Tan Siew Moi, third party) (2016) 5 SLR 815 at (55)-(56). and
  3. Finally, the courts consider, when the term to be implied is put forth to parties, whether parties would jointly affirm that they had intended for such terms to have been part of the contract at its formation.30For example, NSL Oilchem Waste Management Pte Ltd v Prosper Marine Pte Ltd and other suits (2020) SGHC 204 at (69)-(73).

This three-step test settled the argument on the appropriate test for implied terms31The argument also included the case of AG of Belize v Belize Telecom Ltd (2009) 1 WLR 1988. and have since been consistently and positively reaffirmed in a number of cases.32Such as Singland Transportation Pte Ltd v Alpha Focus (S) Pte Ltd (2017) SGHC 186 at (23); CAA Technologies Pte Ltd v Newcon Builders Pte Ltd (2017) 2 SLR 940 at (66); and Tractors Singapore Ltd v Pacific Ocean Engineering & Trading Pte Ltd (2021) 4 SLR 44 at (27).

Depending on the facts and the severity of the matter, the courts may choose to either imply terms in fact – an implication of terms that concerns only that case alone, or terms in law – an implication of terms that affect all future contracts of similar nature.33Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) 1 SLR(R) 927 at (40)-(45).

Typically, the courts would be cautious to imply terms into a contract as doing so would, more often than not, infringe upon parties’ right to freedom to contract and possibly go against parties’ intent at the formation of the contract. The commonly accepted instance where the courts may imply a term into a contract would only be in cases where the parties had failed to consider the scenario that had arisen. Even then, the courts would typically imply terms in fact. In all other instances where the parties had contemplated the scenario but chosen not to provide a term for it, the courts would give attention to the parties’ intentions.34Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (95)-(96).

It goes without saying that the courts would be much more reluctant to imply a term in law except in cases where justice, fairness and public policy considerations are concerned.35Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals (2006) 3 SLR(R) 769 at (88)-(89), (92)-(93) and (97).

Singapore’s Position – Unjust Enrichment

The introduction of the Second Charter of Justice of 1826 permitted the common law principles on unjust enrichment to be incorporated and developed in Singapore. Then, forms of action were used for claims for quantum valebant36Andrew Phang et al, The Law of Contract in Singapore (Academy Publishing, 2012) at para 23.342. and quantum meruit.37Ibid. It was only in 1968 that the term “unjust enrichment” first emerged38Tang Hang Wu, “The role of the law of unjust enrichment in Singapore” (2021) 9(1) Chinese Journal of Comparative Law 1-24, 7. when a matter properly contemplating the doctrine of unjust enrichment was first reported.39Abdul Shukor v Hood Mohamed (1968-1970) SLR(R) 24. The criteria to prove unjust enrichment in Singapore40Info-communications Development Authority of Singapore v Singapore Telecommunications Ltd (2002) 2 SLR(R) 136 at (70). remains broadly similar with that in the UK:41Tang Hang Wu, “The role of the law of unjust enrichment in Singapore” (2021) 9(1) Chinese Journal of Comparative Law 1-24, 9. See also Benedetti v Sawiris (2013) UKSC 50 at (10).

  1. The defendant must have been enriched;
  2. The enrichment must be gained at the claimant’s expense;
  3. It must be unjust to allow the defendant to retain that benefit (termed “the unjust factor”); and
  4. Are there any defences available to the defendant?

In relation to the fourth step, possible defences may include a bona fide change of position42For example, Seagate Technology Pte Ltd and another v Goh Han Kim (1994) 3 SLR(R) 836 at (30)-(32) and (40)-(42). The Court of Appeal in Parkway Properties Pte Ltd and another v United Artists Singapore Theatres Pte Ltd and another (2003) 2 SLR(R) 103 later expanded this defence to include anticipatory changes of position at (46). or if the claim was brought outside the applicable limitation period under section 6(1)(a) of the Limitation Act 1959.43Ching Mun Fong (executrix of the estate of Tan Geok Tee, deceased) v Liu Cho Chit (2001) 1 SLR(R) 856. Other possible defences may also be gleaned from the matter of Management Corporation Strata Title Plan No 473 v De Beers Jewellery Pte Ltd.44(2002) 1 SLR(R) 418.

The list of unjust factors that may be argued by a claimant at the third step remains unexhaustive. Decisions by the courts to make restitution orders appear to centre around a number of unjust factors,45Andrew Phang et al, The Law of Contract in Singapore (Academy Publishing, 2012) at para 23.187. such as mistake, duress, undue influence, human incapacity, failure of consideration, and illegality.

Singapore’s Position – Quantum Meruit

Singapore’s respective positions on implied terms and unjust enrichment continues to remain relevant in a claimant’s claim for quantum meruit. As explained by Judith Prakash J (as she was then) in Rabiah Bee bte Mohamed Ibrahim v Salem Ibrahim,46(2007) 2 SLR(R) 655 at (123), (126) and (129). there exists two types of quantum meruit – contractual quantum meruit and restitutionary quantum meruit.

Where there is a contract between parties that stipulates remuneration but is not specific on the quantum, or does not do so for circumstances that have arisen, then the quantum meruit sought would be contractual in nature. However, where the contract already provides an express provision for remuneration to be payable only upon the occurrence of a specific event, a claimant will not be entitled to remuneration on a quantum meruit basis unless there is an implied term for reasonable remuneration that is not inconsistent with that express term.

The above explanation47Chitty on Contracts, Vol 2 (Sweet & Maxwell, 28th Ed, 1999) at para 32-143. on contractual quantum meruit was endorsed by the Court of Appeal48Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd (2000) 3 SLR(R) 386 at (30). which remains the leading authority on the topic.

On the other hand, where a party to a contract is put at a loss and the other party is unjustly enriched as a result of the former’s loss, then the quantum meruit sought is restitutionary in nature.49Rabiah Bee bte Mohamed Ibrahim v Salem Ibrahim (2007) 2 SLR(R) 655 at (123). In essence, a restitutionary claim against a party is premised on a contract that was prematurely breached by that party.50Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd (2000) 3 SLR(R) 386 at (37).

Application of Barton v Morris in Singapore

As Singapore’s positions on the above areas are premised on the same English common law, the decision by the Supreme Court in Barton v Morris may be used as a persuasive authority in arguments on the above areas until decided differently by our courts.

The question at this point is whether Barton v Morris would change Singapore’s position in cases pertaining to the above areas. To answer that question, it is necessary to explore the alignment between the Singapore and the English positions on the relevant issues, and consider whether our courts may take the same position as the Supreme Court in Barton v Morris if presented with a similar case.

Barton v Morris in Singapore – Implied Terms

On the face of it, it appears that the Supreme Court’s judgment in Barton v Morris is consistent with the Singapore position on implied terms. However, should a matter similar in facts to Barton v Morris arise in Singapore, it remains to be seen if our courts would adopt the Majority’s position with regards to the treatment of implied terms, given that the Supreme Court was divided 3-2 on this issue.

The express term in the agreement between Foxpace and Mr Barton was clear, i.e. a sum of £1.2 million to be paid to Mr Barton upon the successful sale of the Property for not less than £6.5 million.51Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (161). Having failed to sell the Property twice – at £6.3 million and £5.9 million respectively,52Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (28), (31) and (64). it appeared that the parties could not have been oblivious to the possibility that the Property would not sell for £6.5 million. Considering that such a possibility would have crossed the parties’ minds, the argument to imply such a term would fail at the first of the three-step test.53Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (101).

However, if the facts were skewed differently such that no attempts were made to sell the property previously and parties clearly did not contemplate that the property could sell for a lower price, the courts may be minded to follow the decision in Wells v Devani,54Wells v Devani (2019) UKSC 4. and imply a term for reasonable commission into the contract.

The contrary view is that where a claimant enters into a contract, having fully understood the terms of the contract, the question is whether such a claimant should be allowed to benefit from an implied term when his actions would otherwise amount to a non-performance of the contractual terms. If the courts were to prohibit such a claim, it must weigh the public policy consideration of such a decision on the interests of both parties.

Barton v Morris in Singapore – Unjust Enrichment

Having taken its roots from the English common law of unjust enrichment, our local development in that area has not deviated from the English position. In fact, both jurisdictions continue to share the same criteria in proving a cause of action for unjust enrichment. It is therefore unlikely that our courts’ position would differ from the holding by the Supreme Court in Barton v Morris.

The Supreme Court’s holding with regards to Mr Barton’s claim of unjust enrichment was premised on the principle espoused in the English Court of Appeal decision of MacDonald Dickens & Macklin (a firm) v Costello55(2012) QB 244. on contractual arrangements defined and allocated by parties: “[t]he general rule should be to uphold contractual arrangements by which parties have defined and allocated and, to that extent, restricted their mutual obligations, and, in so doing, have similarly allocated and circumscribed the consequences of non-performance.”56MacDonald Dickens & Macklin (a firm) v Costello (2012) QB 244 at (23).

The same principle was referred to by our Court of Appeal57Alwie Handoyo v Tjong Very Sumito and another and another appeal (2013) 4 SLR 308. where a transaction was carried out in accordance with the terms agreed upon by the contracting parties. The Court of Appeal held that it ought not to be permissible for a claim of unjust enrichment by one contracting party to succeed as doing so would undermine the contract and intention between the parties.58Alwie Handoyo v Tjong Very Sumito and another and another appeal (2013) 4 SLR 308 at (101)-(110).

Sharing similar views on the contractual rights of parties and the sanctity of their freedom to contract, it thus follows that similar to the Supreme Court in Barton v Morris, our courts would likely give regard to the parties’ right to freedom to negotiate terms for performance and allocate risk for non-performance between themselves.

Barton v Morris in Singapore – Quantum Meruit

Without a successful claim for an implied term or unjust enrichment, a claimant will be hard pressed to show the courts as to why he should be entitled to an award in quantum meruit.

Claims for an award in quantum meruit may be successful if the terms of a contract where remuneration was not fixed are fulfilled,59Sim Kim Seng (trading as Kim Seng Ship Building) v New West Coast Shipyard Pte Ltd (2016) SGHCR 2 – although the court was unable to determine the reasonable valuation of quantum meruit. or for partial performance of a contract in cases where the said contract had been mutually rescinded.60Kensteel Engineering Pte Ltd v OSV Engineering Pte Ltd (2005) 2 SLR(R) 253.

However, select cases show that the courts are often reluctant to do so. Where parties enter into a contract with knowledge of and acceptance to the risks involved and allocated, a claim in quantum meruit would not be available to them.61Cheong Soh Chin and others v Eng Chiet Shoong and others (2015) SGHC 173 at (96)-(106). Similarly, where a contract already contains express provisions for remuneration, a claimant would not be entitled to remuneration on a quantum meruit basis.62Jumabhoy Rafiq v Scotts Investments (Singapore) Pte Ltd (2005) 1 SLR(R) 45 at (25). Most pertinently, where the provision for remuneration in a contract expressly provides that such remuneration would only be payable upon the happening of a specific event, a claimant would not be entitled to remuneration on a quantum meruit basis when such a specific event fails to materialise.63Grossner Jens v Raffles Holdings Ltd (2004) 1 SLR(R) 202 at (41) and (42).

The facts of Barton v Morris would appear to fall more appropriately within the third example illustrated above.

Thus, if a claimant fails to advance an argument for an implied term or unjust enrichment, it is unlikely that a claimant in Singapore would succeed in an action on a quantum meruit basis where the facts are similar to that in Barton v Morris.

Conclusion

Although Singapore has been striving to develop its laws based on local circumstances, many of our common law principles continue to rely on or are a derivative of already established English common law principles, including those for implied terms, unjust enrichment and quantum meruit. The judgment in Barton v Morris has demonstrated that the common law position on the principles discussed above continue to remain aligned with Singapore. Undoubtably, the judgment in Barton v Morris would remain a persuasive authority on the interpretation of these principles until such time where our courts are of the view that the principles espoused are no longer suitable for the local context.

Endnotes

Endnotes
1 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch).
2 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (196)-(197).
3 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (190) and (198).
4 Barton v Gwyn-Jones and others (2019) EWCA Civ 1999.
5 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (32)-(33), (62)-(63).
6 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (70) and (75).
7 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3.
8 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (11).
9 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (77).
10 Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd (2015) UKSC 72.
11 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (25)-(26).
12 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (37).
13 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (40).
14 Luxor (Eastbourne) Ltd v Cooper (1941) AC 108; Devani v Wells (2019) UKSC 4; Firth v Hylane Ltd (1959) EWCA Civ J0211-3 (vLex).
15 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (59)-(67).
16 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (68)-(75).
17 Benedetti v Sawiris (2013) UKSC 50 at (10).
18 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (104)-(105).
19 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (185)-(186).
20 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (170)-(174).
21 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (181)-(183).
22 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (221)-(224).
23 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (228), citing Benedetti v Sawiris (2013) UKSC 50 at (10); Investment Trust Companies v Revenue and Customs Comrs (2017) UKSC 29 at (24) and (39)-(42); Samsoondar v Capital Insurance Ltd (2020) UKPC 33 at (18)-(20); and Dargamo Holdings Ltd v Avonwick Holdings Ltd (2021) EWCA Civ 1149 at (51)-(63).
24 Barton and others v Morris and another in place of Gwyn Jones (deceased) (2023) UKSC 3 at (228)-(236).
25 Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (83)-(101).
26 The Moorcock (1889) 14 PD 64 at 68.
27 Shirlaw v Southern Foundries (1926) Limited (1939) 2 KB 206 at 227.
28 Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (101).
29 For example, Max-Sun Trading Ltd and another v Tang Mun Kit and another (Tan Siew Moi, third party) (2016) 5 SLR 815 at (55)-(56).
30 For example, NSL Oilchem Waste Management Pte Ltd v Prosper Marine Pte Ltd and other suits (2020) SGHC 204 at (69)-(73).
31 The argument also included the case of AG of Belize v Belize Telecom Ltd (2009) 1 WLR 1988.
32 Such as Singland Transportation Pte Ltd v Alpha Focus (S) Pte Ltd (2017) SGHC 186 at (23); CAA Technologies Pte Ltd v Newcon Builders Pte Ltd (2017) 2 SLR 940 at (66); and Tractors Singapore Ltd v Pacific Ocean Engineering & Trading Pte Ltd (2021) 4 SLR 44 at (27).
33 Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) 1 SLR(R) 927 at (40)-(45).
34 Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (95)-(96).
35 Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals (2006) 3 SLR(R) 769 at (88)-(89), (92)-(93) and (97).
36 Andrew Phang et al, The Law of Contract in Singapore (Academy Publishing, 2012) at para 23.342.
37 Ibid.
38 Tang Hang Wu, “The role of the law of unjust enrichment in Singapore” (2021) 9(1) Chinese Journal of Comparative Law 1-24, 7.
39 Abdul Shukor v Hood Mohamed (1968-1970) SLR(R) 24.
40 Info-communications Development Authority of Singapore v Singapore Telecommunications Ltd (2002) 2 SLR(R) 136 at (70).
41 Tang Hang Wu, “The role of the law of unjust enrichment in Singapore” (2021) 9(1) Chinese Journal of Comparative Law 1-24, 9. See also Benedetti v Sawiris (2013) UKSC 50 at (10).
42 For example, Seagate Technology Pte Ltd and another v Goh Han Kim (1994) 3 SLR(R) 836 at (30)-(32) and (40)-(42). The Court of Appeal in Parkway Properties Pte Ltd and another v United Artists Singapore Theatres Pte Ltd and another (2003) 2 SLR(R) 103 later expanded this defence to include anticipatory changes of position at (46).
43 Ching Mun Fong (executrix of the estate of Tan Geok Tee, deceased) v Liu Cho Chit (2001) 1 SLR(R) 856.
44 (2002) 1 SLR(R) 418.
45 Andrew Phang et al, The Law of Contract in Singapore (Academy Publishing, 2012) at para 23.187.
46 (2007) 2 SLR(R) 655 at (123), (126) and (129).
47 Chitty on Contracts, Vol 2 (Sweet & Maxwell, 28th Ed, 1999) at para 32-143.
48 Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd (2000) 3 SLR(R) 386 at (30).
49 Rabiah Bee bte Mohamed Ibrahim v Salem Ibrahim (2007) 2 SLR(R) 655 at (123).
50 Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte Ltd (2000) 3 SLR(R) 386 at (37).
51 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (161).
52 Barton v Gwyn-Jones and others (2018) EWHC 2426 (Ch) at (28), (31) and (64).
53 Sembcorp Marine Ltd v PPL Holdings Pte Ltd (2013) 4 SLR 193 at (101).
54 Wells v Devani (2019) UKSC 4.
55 (2012) QB 244.
56 MacDonald Dickens & Macklin (a firm) v Costello (2012) QB 244 at (23).
57 Alwie Handoyo v Tjong Very Sumito and another and another appeal (2013) 4 SLR 308.
58 Alwie Handoyo v Tjong Very Sumito and another and another appeal (2013) 4 SLR 308 at (101)-(110).
59 Sim Kim Seng (trading as Kim Seng Ship Building) v New West Coast Shipyard Pte Ltd (2016) SGHCR 2 – although the court was unable to determine the reasonable valuation of quantum meruit.
60 Kensteel Engineering Pte Ltd v OSV Engineering Pte Ltd (2005) 2 SLR(R) 253.
61 Cheong Soh Chin and others v Eng Chiet Shoong and others (2015) SGHC 173 at (96)-(106).
62 Jumabhoy Rafiq v Scotts Investments (Singapore) Pte Ltd (2005) 1 SLR(R) 45 at (25).
63 Grossner Jens v Raffles Holdings Ltd (2004) 1 SLR(R) 202 at (41) and (42).

Lecturer of Law
Singapore University of Social Sciences
E-mail: [email protected]

Ben Chester Cheong is a full-time Lecturer of Law at the Singapore University of Social Sciences. He holds a LLM from the University of Cambridge, a LLB (1st Class Hons) from the University of Exeter, and placed 3rd out of 664 candidates in the Singapore Bar Exams (Part B). He is admitted to practise law in both England & Wales and Singapore, and also serves as an Of Counsel in the Financial Services (Regulatory) Practice at RHTLaw Asia LLP.

Joshua Chan is currently an Executive Officer at the Law Society of Singapore, and concurrently a third-year LLB law student at the School of Law, Singapore University of Social Sciences.