Attorney General v Chin Ah Loy

• Jurisdiction: Singapore
• Judge: D C D'Cotta J
• Judgment Date: 24 November 1978
• Neutral Citation: [1978] SGCA 35
• Docket Number: Civil Appeal No 25 of 1978
• Date: 24 November 1978
• Published date: 19 September 2003
• Year: 1978
• Plaintiff Counsel: Chao Hick Tin (Deputy Senior State Counsel)
• Citation: [1978] SGCA 35
• Defendant Counsel: KS Chung and Tommy Neo (Tan Kim Seng & Co)
• Court: Court of Appeal (Singapore)
• Subject Matter: Landlord and Tenant,Whether notice to quit valid,Notice to quit,Tenancy determinable by three months' notice in writing,Tenancy period for a three-year term with option to renew for a further three-year period,Termination of leases,Option to renew exercised by tenant and granted by government with effect from 1 February 1975,Government giving three months' notice on 31 January 1975 to terminate tenancy

Cur Adv Vult

(delivering the judgment of the court): On 28 October 1971 the Government of Singapore invited tenders for three shops at the Singapore Airport, one of which is described in the tender invitation as `Airport Shop, No 22 - First Floor Arrival Hall (see Sketch B)`. Paragraph 4 of the tender invitation states:

The above shops will operate for an initial period of three years with the option of a further extension of three years subject to the (Director of Civil Aviation) being satisfied with the quality of the service provided and prices charged.

The tender of Chin Ah Loy (hereinafter referred to as the respondent) in respect of Airport Shop No 22, was accepted on 11 January 1972 by a letter from the then Director of Civil Aviation. In that letter it is stated:

3 Your tenancy will commence on 1 January 1972 for a period of three years with an option for extension of three years subject to the (Director of Civil Aviation) being satisfied with the quality of the services provided and prices charged ...

6 Would you please let me have your written confirmation by 20 January 1972 that you accept appointment as the operator and that you will operate the duty free shop for three years effective from 1 February 1972.

By a letter dated 19 January 1972 the respondent confirmed his acceptance of the offer according to the terms and conditions set out in the Director of Civil Aviation`s letter of 11 January 1972 subject to two exceptions, one of which was that the tenancy should commence on 18 February 1972. This request was rejected and it would appear that the respondent entered into possession of the shop and that the tenancy commenced on 1 February 1972.

On 3 May 1972 the Director of Civil Aviation wrote to the respondent forwarding the tenancy agreement for signature and return. The tenancy agreement (which was subsequently executed and dated 2 August 1972) demised the shop to the respondent `for the term of three years from 1 February 1972 determinable as hereinafter provided`. Clause 4 of the tenancy agreement reads as follows:

Provided always and it is hereby agreed as follows:

(i) Notwithstanding anything herein contained either party may terminate the tenancy at any time by giving to the other three (3) months previous notice in writing.

On 24 June 1972 the respondent replied as follows:

The Director of Civil Aviation,

Singapore Airport,

Singapore 19.

Attn: Mr Goh Hong Wan

Dear Sir,

Re: Tenancy Agreement

Reference your letter dated 3 May 1972 enclosing the tenancy agreement for signature, we have to invite your attention to the following observations:

(1) Clause 4(i) of the tenancy agreement: The effect of the clause is that we will only have a three months` tenancy agreement although on the face of it, it is stated three years. With such a clause, we will not have the confidence to lavish money in promoting this business to our mutual benefits, and beautifying our shop, the object being to turn it into an airport show piece. We have the apprehension that we will not be able to enjoy a secured term of three years, and that others may reap the fruit of our labour.

On this clause, we hope you would reconsider it. What we want is to have a secured term of three years provided we have not committed any serious breach of the tenancy agreement. If necessary, we should like to have an appointment with Mr Ngiam Dong Dow whom the undersigned knows personally whilst he was with the Federal Chemical Industries (S) Pte Ltd.

(2) In your letter DCA/1/72 dated 11 January 72 you have given us an option for extension of three years subject to certain conditions at the expiry of the present term. We do not, however, find this in the tenancy agreement. Would it be an oversight? Please advise.

We regret that we take up the above matters with you now because of the undersigned`s hospitalisation for a considerable period of time.

Yours sincerely,

Chin International

Sd:

(CL Chin)

Managing Partner.

The Director of Civil Aviation replied to the respondent`s letter of 24 June 1972 by letter dated 27 June 1972 as follows:

Mr CL Chin

Managing Partner

Chin International

20, Hooper Road

Singapore, 9.

Dear Sir,

Re: Tenancy Agreement

Your minute of the 24th instant refers.

We regret to advise that we are unable to reconsider cl 4(i) of the Tenancy Agreement. Please note that this Clause is a standard one applicable and inserted into all our Agreements. However, you may be re-assured that if you observe carefully the rules and regulations of the Tenancy Agreement, your tenancy may be considered as secure for the period in question.

The option for the extension of your tenancy as contained in my letter DCA/1/72 dated 1 November 1972 is not repeated in the Agreement as this letter may be taken as a part of your Tenancy Agreement with us.

We regret to hear of your hospitalisation and would advise that you sign the Agreement without any further delay. Please note that you should not stamp the Agreement as advised. After the Perm Secretary has signed the Agreement, it will be forwarded back to you for stamping.

We hope to hear from you soonest possible.

Yours faithfully,

Sd:

(Goh Hong Wan)

Airport Manager (PL)

for Director of Civil Aviation

Singapore.

By a letter dated 30 October 1974 to the Director of Civil Aviation the respondent wrote, inter alia, as follows:

We would now like to exercise and we do hereby exercise the option you gave to us in para 3 of your letter dated 11 January 1972 and we look forward to your early confirmation of the extension of the tenancy for a further term of three years.

In reply to the respondent`s letter the Acting Permanent Secretary, Ministry of Communications, wrote on 31 January 1975. The material provisions of this letter read as follows:

With reference to your letter of 30 October 1974 addressed to the Director of Civil Aviation and your exercise of the option to renew our Tenancy Agreement dated 2 August 1972 we confirm that the Government has granted you an extension of the said Tenancy Agreement with effect from 1 February 1975 on the same terms and conditions of the said Tenancy Agreement. Nevertheless we hereby give you

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