The Sale Agreement implicitly required the Appellant to maintain the clientele of the firm post-sale, and her actions constituted a breach of contract.

A. Background Facts

[1] The Appeal before us concerns the Respondent-Plaintiff's claim against the Appellant-Defendant for breach of contract which codified the parties' mutual intention to pursue a "succession plan" in which the Respondent had agreed to purchase and receive, while the Appellant had agreed to sell and handover the entirety of the Appellant's Auditing firm (inclusive of and not limited to the firm's business, assets, goodwill and most pertinently the firm's already- existing clientele).

[2] The Respondent essentially alleged that the Appellant had acted in breach of the terms of the contract and contrary to the true intention and spirit of the "succession plan" by enticing or siphoning some thirty (30) clients (now former clients) of the Respondent to be 'parked' at another firm of auditors which had been admitted to be owned by the Appellant's long-time acquaintance and former employees. The fact of the Appellant's involvement in brokering or introducing the Respondent's 30 clients to the new firm of auditors were explicitly admitted by a partner of the new auditing firm (who was subpoenaed by the Respondent).

[3] After seven (7) days of full trial, the Learned High Court Judge ("Learned Judge") had allowed the Respondent's claim and found that indeed the Appellant had exerted her influence upon the 30 clients which led the 30 clients to remove the Respondent as their auditor and tax agent.

[4] Dissatisfied with the decision, the Appellant thereafter appealed against the Learned Judge's decision to the Court of Appeal. The parties shall be referred to in their capacities as they were at the High Court.

[5] For a better understanding of the matter at hand, it is necessary to set out the facts of the case that has led to the present Appeal. Kuan Kong Hong (Judy) ("the Defendant / the Appellant / Judy") was a certified accountant who had practiced as an auditor and tax agent as well as the sole proprietor of an auditing and tax agent firm by the name of KH KUAN CO ("the Firm") since 12 December 1986.

[6] After approximately twenty-seven (27) years of practicing under the Firm, the Defendant was desirous to retire and to sell the Firm. The Defendant's friend, one Josephine, had learned of the Defendant's intention to sell the Firm. In view of the Defendant's intention to sell the Firm, Josephine had introduced Ng Kim Cheong ("the Plaintiff / the Respondent") to the Defendant as a potential purchaser of the Firm. Thereafter on 2 April 2013, the Plaintiff and the Defendant had met to discuss the notion of the Plaintiff's purchase of the Defendant's Firm.

[7] Following the meeting, the parties continued correspondence via a series of emails. The entire correspondence between the parties revolves around the matter which the parties mutually refer to as the "succession plan" in which both parties mutually seek to discuss terms so as to realize the mutual pursuit of the Firm's continuity to serve the existing clientele even after the succession of the Firm from the Defendant to the Plaintiff ("the Succession Plan").

[8] The first reference to the Succession Plan was made by the Defendant herself in her email dated 11 April 2013 whereby the Defendant coined the term "...my succession plan!". The Defendant's own admission of intent to maintain the Firm's clientele post-succession was plainly admitted by the Defendant via her own email