Lloyd's Maritime and Commercial Law Quarterly

Professor Francis D Rose

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WROTHAM PARK DAMAGES IN SINGAPORE: ONE SMALL STEP

Jason Fee*

Turf Club v Yeo

Damages for breach of contract are generally compensatory in nature, placing the plaintiff in the same position as if the contract had been performed.1 However, there are controversial exceptions to this general rule. One of them is Wrotham Park damages2—damages which are measured not by reference to the plaintiff’s loss, but by a hypothetical fee which the plaintiff could have demanded for releasing the defendant from his obligation.

In 2018, Wrotham Park damages took centre stage in two jurisdictions at the highest appellate level––first, in the UK Supreme Court (“UKSC”) decision in Morris-Garner v One Step (Support) Ltd 3 (noted in this Quarterly 4) and then in the Singapore Court of Appeal (“SGCA”) decision in Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua.5 Both One Step and Turf Club characterised them as compensatory rather than restitutionary in nature, and sought to introduce limits on their scope, but differed in what these limits precisely are. One Step suggested that such damages were premised on the “loss of a valuable asset”, whereas Turf Club introduced three requirements which are different from the One Step test. Applying the three requirements, the SGCA refused to award Wrotham Park damages on the facts of the case. The SGCA also provided some guidance as to the quantum of such damages. This Comment considers the SGCA decision in relation to the nature, scope and quantum of Wrotham Park damages, as well as its broader implications for the development of restitution for breach of contract.

* Student, The University of Hong Kong; Visiting student, Hertford College, University of Oxford. I am most grateful to Associate Professor Rebecca Lee and the anonymous referee for the valuable comments on earlier drafts of this paper. All errors are mine.

1. See Robinson v Harman (1848) 1 Exch 850, 855; 154 ER 363, 365. See also Johnson v Agnew [1980] AC 367, 400.

2. Named after Wrotham Park Estate Co Ltd v Parkside Homes Ltd [1974] 1 WLR 798.

3. [2018] UKSC 20; [2018] 1 Lloyd's Rep 495; [2018] 2 WLR 1353 (hereafter “One Step”). Note that the UKSC preferred the label “negotiating damages” instead.

4. P Davies, “One Step Backwards: Restricting Negotiating Damages for Breach of Contract” [2018] LMCLQ 433.