Algemene Bank Nederland NV v Tan Chin Tiong and Another

• Jurisdiction: Singapore
• Judge: Chan Sek Keong JC
• Judgment Date: 30 December 1986
• Neutral Citation: [1986] SGHC 49
• Citation: [1986] SGHC 49
• Date: 30 December 1986
• Year: 1986
• Plaintiff Counsel: G Pannirselvam and Chua Bee Lan (Drew & Napier)
• Docket Number: Originating Summons No 989 of 1986
• Defendant Counsel: Chan Kok Chye (Choo Chan & Partners)
• Court: High Court (Singapore)
• Published date: 19 September 2003

This is an application by the plaintiffs for a declaration (a) that they have a good title to the property known as No 52 Kingsmead Road, Singapore and (b) that a good title to the said property has been shown in accordance with the contract for the sale and purchase of the said property. After hearing counsel for the plaintiffs and for the defendants, I made an order in terms of the plaintiffs` application on 26 November 1986, when I said that I would give my grounds of decision in due course.

The plaintiffs, as owners, granted an option (the option) dated 23 December 1985 to the defendants to purchase the property at the price of $750,000 subject to the Singapore Law Society`s Condition of Sale 1981 and satisfactory requisitions and other special conditions which are not relevant to these proceedings except Condition 4 which provided that:

A good title shall be deduced. The Purchasers shall not investigate or make any objection in respect of any title deeds lawfully not in the possession or custody of the Vendor.

The defendants exercised the option on 6 January 1986. It was the intention of the first defendant to use his savings in his Central Provident Fund (CPF) account to partially finance the purchase of this property and to borrow the balance from the plaintiffs. The plaintiffs are prepared to provide the partial loan but the defendants were unable to obtain clearance from the CPF Board on his CPF funds because, so I am informed, the solicitors for the CPF were not satisfied that the plaintiffs had a good title to the property. Hence the defendants were not able to complete the purchase and were, in effect, obliged to make the same objection against title to the plaintiffs.

The affidavits filed by the plaintiffs and the defendants in these proceedings disclose the following facts which are not denied by either party.

(a) the good root of title to the property commences from a conveyance (registered in the Registry of Deeds in vol 794 No 151) dated 31 January 1931 and made between SPP Chettiar s/o S Chettiar as vendor and PRNSS Chettiar as purchaser.

(b) PRNSS Chettiar died intestate on 21 July 1939 and letters of administration were granted to Ramasamy Chettiar and Sethambaram Chettiar s/o PRNSS Chettiar as the duly constituted attorneys of Alamelu Achi in Probate No 238 of 1939 (registered in the Registry of Deeds in vol 951 No 48).

(c) the Comptroller of Property Tax (the Comptroller) in exercise of his powers under s 35(1)(b) of the Property Tax Act published a notice of sale in the Government Gazette on 20 December 1968 in The Straits Times and Sin Chew Jit Poh on 14 April 1969.

(d) the tax remained unpaid and on or about 11 April 1969 the Comptroller instructed Kiong Chai Woon & Co to sell the property by auction; the auction took place on 7 May 1969 and the property was sold to one Goh Ang Ngong as agent (for an undisclosed principal who was subsequently revealed as Goldfield Realty (Goldfield). The relevant conditions of sale by auction provided as follows:

5 The vendor is selling the property as the Comptroller of Property Tax, by virtue of the powers vested in him under s 35(1)(b) of the Property Tax Ordinance No 72 of 1960.

(6) The vendor shall not be required to prove title to the property and no requisitions on title shall be made.

(e) on 3 December 1969, the solicitors for Goldfield informed the Comptroller that their client had sold the property to Chong Fu (Singapore) and on 11 December 1969 sent a letter of authority dated 11 December 1969 from Goldfield authorising the Comptroller to convey the property to Chong Fu (Singapore).

(f) this sale must have been rescinded as on 17 August 1970 the solicitors for Goldfield sent another letter of authority to the Comptroller authorising him to convey the property to one Badawie Bakrie.

(g) the property was finally conveyed by the Comptroller to the said Badawie Bakrie by an indenture (the indenture) on 28 March 1978 (registered in the Registry of Deeds in vol 2107 No 160).

(h) By an Indenture dated 3 September 1980 (registered in the Registry of Deeds in vol 2180 No 111), Badawie Bakrie as vendor conveyed the property to the plaintiffs as purchasers.

The issue as to whether the plaintiffs have a good title to the property arose by reason of the contents of the Indenture. Counsel for the defendants submitted that there was a vital discrepancy between Recital 4 of and the solicitor`s certificate to the Indenture and that this raises a doubt on the validity of the sale of the property by the Comptroller and consequently on his right to confer or pass any title to the purchaser. Recital 4 states that the property was sold by public auction on 7 May 1969 whereas the certificate of the solicitor for Badawie Bakrie, the purchaser, states that the property was purchased under an option given by the Comptroller of Property Tax to Goldfield Realty. It was submitted that the discrepancy must be rectified before a good title could be deduced on the ground that under s 35(1)(b) of the Property Tax Act, the Comptroller has no power to sell by private treaty.

The answer of counsel for the plaintiffs to this is firstly, the defendants are barred from investigating the title deeds not in the possession of the plaintiffs under condition 4 of the option; secondly, the defendants are also barred from disputing the root of title of the plaintiffs because he is barred from disputing the validity of the sale by the Comptroller under s 35(5) of the Property Tax Act; and thirdly, although there was a discrepancy in the Indenture, the facts adduced by affidavit prove conclusively that the Comptroller complied with s 35(1)(b) in which he caused the property to be sold on 7 May 1969.

I do not accept the first argument. Condition 4 provides for a good title to be deduced. The second part of the condition is not sufficiently expressed to cut short the root of title to less than 30 years. If the plaintiffs intended to reduce the statutory power of 30 years, they could have done so explicitly. If there were a doubt, the contra proferentem rule would would apply against the plaintiffs.

I also do not accept the second argument of counsel for the plaintiffs. Section 35(5) which provides as follows:

Where premises are sold pursuant to para (b) of sub-s (1), the Comptroller shall have power to execute the conveyance and the purchaser of the premises shall not be concerned to inquire whether the provisions of this Act relating to the sale and the conveyance have been complied with nor otherwise to inquire into the regularity or validity of the sale and conveyance.

was enacted by the Property Tax (Amendment) Act 1973 and came into force on 17 August 1973 long after the property was sold. The fact that the Indenture was...