Background
Reformd Pte Ltd engaged Kopigi Pte Ltd to provide concept and schematic interior-design services for a mechanical-keyboard retail store. Although the consultancy agreement identified a unit at GR.iD, Reformd ultimately chose premises at Cineleisure Orchard, where its lease provided a rent-free fitting-out period from 1 April to 31 May 2024.
The parties disputed whether Kopigi had to meet requirements concerning design “porosity” and expedited completion, and whether Kopigi delayed the project or submitted non-compliant designs. After relations deteriorated, Kopigi stated by WhatsApp and email on 15 April 2024 that it was terminating the agreement “henceforth,” although clause 3.5.1 permitted either party to terminate by giving one week’s written notice. Reformd claimed substantial damages, while Kopigi counterclaimed for approximately S$102,000 for completed, additional, and accelerated work.
The Court’s Holding
The High Court rejected Reformd’s claims concerning porosity and expediency. Reformd had not established that its asserted requirements were express or implied terms of the consultancy agreement; the evidence also did not show that Kopigi would have breached those requirements even if they had been contractual terms.
Kopigi nevertheless breached the agreement by purporting to terminate it immediately rather than giving the required one week’s notice. Reformd failed to prove recoverable loss: its loss-of-profit case was raised belatedly and was unsupported by reliable profit evidence, while its pleaded claims for rent, personnel costs, and repayment of the first fee tranche also failed. The court therefore awarded Reformd nominal damages of S$500 and dismissed Kopigi’s counterclaim in its entirety because some claims depended on Kopigi’s own wrongful termination and the remaining claims lacked an adequate legal or evidential basis.
Key Takeaways
- A contractual right to terminate on notice is breached when a party purports to terminate immediately without giving the stipulated notice.
- Proving breach does not establish substantial damages; the claimant must prove recoverable loss and its quantum with reliable evidence.
- A party cannot obtain a contractual advantage from its own wrongful termination, and claims for additional or accelerated work must be supported by the contract and adequate evidence.
Why It Matters
The decision illustrates how ordinary principles of contractual construction apply to creative-service engagements: courts assess whether the agreed objective standard was met rather than substituting their own aesthetic judgment or enforcing a client’s subjective preferences.
It also underscores the practical importance of precise termination notices and contemporaneous records. Even where liability is established, weak pleading and proof of loss may reduce recovery to nominal damages, while unsupported invoices or summaries may be insufficient to sustain a service provider’s counterclaim.