On Feb 21, 2022, the judgement for a lawsuit among several ultra-high-net-worth (or high society) individuals surfaced in the Singapore International Commercial Court.
While the dispute centred around a US$7.9 million (S$11 million) deal for a 10-room villa at Phuket, Thailand’s Andara Resort & Villas, what caught the attention of some folks were the people involved.
They are:
In April 2017, Solomon Lew was holidaying at villa No. 29 in the Andara Resort when he proposed to his partner Roza Prappas Lew. Before Lew, Kim Kardashian and her entourage had stayed at that very same villa.
The Australian billionaire was so enamoured by the 10-room villa and the significant moment with his betrothed, that in September 2017, he made a US$5m offer for the property to Daniel Meury, the Swiss-born General Manager in charge of the resort.
Lew reportedly sent a text message to Meury, where he would deliver “chocolates” to Meury’s family in Switzerland as a gift. It turned out the chocolates was US$100,000 in commission, which Lew understood would mean the agreement was sealed.
Unfortunately, Meury wasn’t the owner of the villa nor had the authority to sell the villa on behalf of the owners. The owners were Singapore residents Kai Nargolwala and his wife, who bought the villa after it was built in 2007. Due to Thai property law concerning ownership of land by foreign nationals, the villa was purchased under Nargolwala’s Querencia Ltd, a company incorporated in the British Virgin Islands.
According to the summary judgment of the latest case, the Nargolwalas used the villa until late 2014, before making it available for rental and sale. After Lew made the decision to buy the villa in September, Christian Larpin was made aware that the villa was for sale in late October 2017. He wanted to acquire the villa for himself as an investment. Unlike Lew, who went through Meury, Larpin went through a real estate agent in Phuket, before negotiating directly with the Nargolwalas.
In November that year, Larpin’s company, Quo Vadis Investments, purchased the villa by buying the shares of Querencia Ltd to the tune of US$7.9 million.
However, on Nov 14, the Nargolwalas were made aware of the claim by Lew in relation to the villa. They received a threatening email from someone who alleged that he had seen the villa and made an offer to purchase it. Of course, the Nargolwalas had not met the person nor signed any contract with him or her, so to them, the claim was unsustainable.
The Nargolwalas informed Larpin of this claim and offered him the opportunity to delay or abort the transaction. Larpin, however, said he would proceed. The transfer was official on 16 November 2017.
When news of the purchase came about, Lew claimed that he had a binding agreement with the Nargolwalas. He brought Quo Vadis and Querencia to court in the British Virgin Isles. He obtained a Stop Notice, which froze any dealing by Querencia (which also meant that Larpin could not rent out the villa).
In 2018, Lew took the Nargolwalas, Quo Vadis, Larpin and Querencia to the Singapore High Court, claiming that there’s a binding oral contract of sale between him and Meury – believing the latter would act as an agent for the Nargolwalas.
That lawsuit was then transferred to the Singapore International Commercial Court. On Feb 5, 2020, the judge dismissed the action against all defendants, because there was no binding oral contract and Meury had no authority to enter into a contract on behalf of the Nargolwalas. Lew appealed and in February 2021, the Court of Appeal dismissed it, ordering Lew to pay the defendants’ costs – which included Larpin, Quo Vadis his company and the Nargolwalas.
While the Lew proceedings were taking place, Larpin and Quo Vadis (his Hong Kong-incorporated firm) commenced proceedings in the Singapore High Court in October 2019 (and then later, the Singapore International Commercial Court) against the Nargolwalas.
In this present case, Larpin claimed that the Nargolwalas “actively concealed” matters related to the negotiations between Meury and Lew. If Larpin and Quo Vadis had known these matters, they would not have entered into the agreement or completed the purchase.
The Nargolwalas denied making any actionable misrepresentation, particularly any non-disclosure as being fraudulent. They did give Larpin the option to delay or abort the transaction, but Larpin chose to proceed.
The court found that there was no dishonest intention in the Nargolwalas not disclosing these matters in full. It also ruled that given the facts disclosed, Larpin would still have entered into the agreement. The case summary of the Court’s judgment can be found in clearer detail starting from point 8 here.
Despite the villa being located outside of Singapore and the two International Court cases involving ultra-wealthy individuals in Hong Kong, Singapore and Australia, this scenario has shown how the legal framework operates when it comes to disclosing information about other interested buyers of a hotly demanded property.
If you’re an agent and you’re negotiating the sale of a property with different interested parties, how you disclose such information among different parties can be used as material facts in court (if there’s ever a dispute). If you’re a buyer, remember to always deal with the real property owner with an official contract or agreement.
It is always prudent to reaffirm that there are no other ongoing disputes surrounding the property, otherwise, you may end up being hauled to court with the owners. Unfortunately, this was what happened with Larpin and probably one reason why he took the Nargolwalas to court.
For him, it may seem difficult at the point in time to predict that there would be a Stop Notice on the villa, which meant losing out on possible rental income. The emergence of Covid and how it brought the Thai tourism industry to a standstill also didn’t help.
If you’re the seller, the onus is on you to be truthful in your negotiations and let the buyer decide whether to proceed or not. Oh, it also depends on whether the property you’re selling is in high demand and truly one-of-a-kind.
This article was first published in 99.co.
