Singapore Island Country Club v Brown

• Jurisdiction: Singapore
• Judge: Karthigesu JA
• Judgment Date: 19 January 1994
• Neutral Citation: [1994] SGCA 9
• Date: 05 July 1994
• Docket Number: Civil Appeal No 93 of 1993
• Published date: 19 September 2003
• Year: 1994
• Plaintiff Counsel: Ronnie Quek and Tan Chuan Thye (Allen & Gledhill)
• Citation: [1994] SGCA 9
• Defendant Counsel: P Suppiah (P Suppiah & Co)
• Court: Court of Appeal (Singapore)
• Subject Matter: Termination of membership of respondent owing to non-payment of absent member's subscriptions under r 23(c) of the club's rules,Unincorporated Associations and Trade Unions,Friendly societies,Whether by correspondence sent to respondent the club had evinced an unequivocal intention not to rely on r 23(c),Scope and operation of r 23(c),Membership,Whether this constituted a waiver by the club of its right to enforce r 23(c)

Cur Adv Vult

This appeal once again calls for a consideration of the rules of the Singapore Island Country Club (`the club`) with regard to membership. The earlier cases which dealt with this question are Lee Chuen Li & Anor v Singapore Island Country Club , a judgment at first instance, of Michael Hwang JC which dealt with the cessation or termination of membership under rule 23(c), as in this case, and has some relevance to this appeal and Lee Seng Choon v Singapore Island Country Club , a judgment of this court, which dealt with the revocation of membership under r 47 and accordingly has no relevance to this appeal.

Desmond Melbourne Brown (`Brown`) became an absent member of the club on 1 December 1984 when he left Singapore to reside in New Zealand. He remained an absent member of the club until he was informed by letter dated 3 September 1991 that his name had been deleted from the register of members under r 23(c) for being in arrears of his absent member`s subscriptions for a period exceeding 12 calendar months. Aggrieved by the action the club had taken against him, Brown applied by originating summons for a declaration that the deletion of his name from the register of members under r 23(c) was null and void as the club had waived its rights to do so by reason of the club`s letter to him dated 10 August 1991. A further declaration was claimed that Brown was and still is a member of the club and certain other consequential reliefs were also claimed. Lim Teong Qwee JC by a judgment dated 23 July 1993 (reported in [1993] 3 SLR 592 ) agreed that the club had waived its rights under r 23(c). He concluded his judgment by saying that in view of his decision on waiver it was unnecessary for him to consider whether relief should be granted and accordingly he made no orders on the second declaration prayed for and the reliefs claimed in the originating summons except that he ordered that the club was to pay Brown`s costs.

It is necessary to refer to the correspondence exchanged between Brown and the club in some detail to get the full flavour of the circumstances under which his name came to be deleted from the register of members under r 23(c). The entire body of the evidence is contained in the correspondence exchanged between the parties. No viva voce evidence was taken at the hearing of the originating summons.

It appears that from time to time since Brown became an absent member and took up residence in New Zealand he received at his New Zealand address statements of account. These were not monthly statements of accounts, judging from those exhibited by Brown, but a statement for the month in which a payment was received showing thereon the debit or credit position as the case may be for that month. The last such statement of account received by Brown before the series of correspondence immediately preceding the deletion of his name from the register of members under r 23(c), at any rate from those exhibited, was the statement of account for November 1989. This shows that, as at 27 November 1989, he was in credit of $40. On 11 June 1991 the club sent to Brown a printed form of letter drawing attention to the fact that Brown was in arrears of `$130` as at `11/06/91`. These two data were typewritten. The letter contained this sentence - `May I draw attention to the following rules and I shall be glad if you will arrange for a full payment at your earliest convenience`. Rule 23(b) and r 47(b) were reproduced in the letter as follows:

Rule 23(b)

An absent member shall remain on the Absent Member`s List so long as he keeps his account in credit. The fee for absent members shall be $10.00 per month. Such member shall pay the reduced subscription for the period of his absence but shall be liable for the full subscription for the month in which he leaves and the month in which he returns.

Rule 47(b)

Each member shall deposit with the Club $300.00 as security for the payment of all moneys due under his account with the Club. Each member shall keep his account in credit and for the purpose of construing whether the member`s account is in credit, any deposit made by the member and held by the Club as security shall not be taken into reckoning.

On 9 July 1991 and 10 August 1991 similar letters were sent to Brown in which the amounts in arrears were shown as $140 and $150 respectively and the dates of the arrears were stated as 9 July 1991 and 10 August 1991 respectively.

Apart from the exchange of correspondence on the state of the accounts there was another exchange of correspondence starting with a letter from the club to Brown dated 18 July 1991 regarding the provision of `documentary proof to confirm ... absent membership status` `in view of developments on membership matters`. This exchange of correspondence which may have little or no bearing on the issues arising in this appeal is referred to for completeness. It ended with Brown`s letter to the club dated 29 August 1991 when Brown furnished evidence of his permanent residency in New Zealand. However, one letter may have some significance and it is Brown`s letter of 29 July 1991 in which he expressed his desire to remain an absent member of the club.

Notwithstanding this expression of desire to remain an absent member of the club and notwithstanding the club`s two letters dated 11 June 1991 and 9 July 1991 it was not until 28 August 1991 (received by the club on 13 September 1991) that Brown took any steps to pay off his arrears of absent member`s fees by sending a cheque for $150 which the club promptly returned to Brown on 13 September 1991 (the same day it was received), since Brown`s name had already been deleted from the register of members on 3 September 1991.

We should also refer to another set of letters which has been exhibited by the club. On 29 September 1984 Brown wrote to the club stating that he was leaving Singapore to take up residence in New Zealand at the end of November and requested to be placed on the list of absent members with effect from 1 December 1984. The club wrote to Brown on 8 October 1984 drawing his attention to the current rule on absent members (that is current as at October 1984) which apparently had been amended at the annual general meeting of the club on 25 September 1981 and duly approved by the Registrar of Societies and became effective on 1...