Singapore’s Court of Appeal has ruled in favour of Asia Hotel Investments Ltd for damages to be assessed in a US$53 million lawsuit against international hotel company Starwood for the breach of an agreement. The Court found Starwood not only guilty of breach of the agreement but also guilty of causing Asia Hotel Investments to lose the chance to purchase the majority stake in the owner of the hotel now known as the Westin Grande SukhumviThe High Court of Singapore had earlier handed down a guilty verdict against Starwood for breach of a non-circumvention agreement that it had signed with Asia Hotel. This was an agreement signed between both parties in connection with Asia Hotel’s proposed purchase of a majority stake in the owner of then Grand Pacific Hotel in Bangkok.
However, the High Court awarded only nominal damages to Asia Hotel, a leisure investment company of luxury hotels and golf courses, as the High Court was of the view that the breach did not result in Asia Hotel losing the chance to acquire this majority stake.
In a written majority judgment handed down on Monday, the Court of Appeal viewed that the trial judge had erred in making this finding, and ordered that damages be assessed for Starwood’s breach.
It also awarded Asia Hotel costs of the trial, and the bulk of the appeal. There is no further avenue of appeal for Starwood.
Asia Hotel had signed an agreement to purchase the majority stake in the owner of the hotel and have it managed by Starwood. Under the terms of the agreement, Starwood bound itself for a period of 12 months not to deal with or enter into any management contract with the owners of the hotel, PS Development, a company in which Lai Sun Development Co Ltd was the majority shareholder.
The agreement was set to expire in late 2002. However, just three months after signing its agreement with Asia Hotel, Starwood teamed up with the Narula family—owners of Starwood’s flagship, Sheraton Grande Sukhumvit Hotel—to buy the Grand Pacific.
In handing down the verdict, the Court of Appeal said: “It does not lie in the mouth of Starwood, a party who was in blatant breach of its contractual commitment, to make bald assertions that its involvement was inconsequential when the objective facts show that the purchase of the Lai Sun stake by the Narulas was completed only with Starwood, in breach of its contractual obligation, agreeing to be the operator and offering its five-star ‘Westin’ brand.”
It also described Gary Murray, President of Asia Hotel, as an “experienced investor in the luxury hotel business” who had made a study of the situation and knew that he had the “crown jewel in his pocket” in the form of a commitment from Starwood not to deal with any other potential purchaser in relation to the management of this hotel.
In chiding Starwood, the Court of Appeal said that “this is a case of a party who, having brazenly disregarded its contractual obligation to a second party…has the temerity to allege that its acts did not cause the second party to lose a real chance of acquiring the asset”.
The Court found that Starwood’s blatant disregard of its obligation in spite of repeated warnings by Mr Murray, and Starwood’s “very own deliberate wrongful acts which shattered the appellant’s dream”, had led to Asia Hotel losing the chance to complete the deal.
On the verdict, Mr Murray said: “We are extremely pleased and feel vindicated that the Court of Appeal of Singapore has ruled in favour of Asia Hotel and ordered damages to be assessed. This decision has justified our steadfast position that Starwood’s breach did cause us to lose an opportunity to acquire the hotel.
“Taking Starwood to court was a last resort for us, and the first time that we have been driven to do so with a hotel management partner. In fact, we have an excellent relationship with all our partners, which include Hilton International and other international operators.
“In today’s world, as a hotel investor, we take risks every day. Our business is based on trust and confidence in our partners. In this case, we had brought the deal to Starwood, and had hoped to develop a long term partnership that would be mutually beneficial to both parties. We had never expected that it would turn out this way, especially with a large SEC regulated international and public-listed company like Starwood. Of course, we are disappointed with their actions and the way things have turned out.
“Going forward, we will be even more vigilant regarding the people whom we do business with.”
Asia Hotel was represented by Wong Partnership in the trial and appeal.