By Products Traders Pte Ltd and Another v JAK Alhadad & Co Pte Ltd

CourtHigh Court (Singapore)
JudgeTan Lee Meng J
Judgment Date26 November 2004
Neutral Citation[2004] SGHC 265
Citation[2004] SGHC 265
Published date12 September 2008
Plaintiff CounselTan Kah Hin (Choo Hin and Partners)
Defendant CounselNor'ain bte Abu Bakar and Ruby Tan (Abu Bakar Tan Ibrahim and Partners)
Subject MatterContract,Breach,Subject matter under contracts for sale and purchase of property no longer existed,Vendor could not fulfil contractual obligations to transfer property,Whether deposits paid under contracts refundable,Discharge,Anticipatory breach,Whether purchaser repudiated contract,Misrepresentation,Whether any misrepresentation by seller to induce purchaser to enter into contractual relations

26 November 2004

Judgment reserved.

Tan Lee Meng J:

1 The first plaintiff, By Products Traders Pte Ltd (“BP”), and the second plaintiff, Mr David Reginald Ellis Broadley (“Broadley”), who both paid the defendant, JAK Alhadad & Co Pte Ltd (“JAK”), deposits under contracts for the sale and purchase of a number of properties in Singapore, sued to recover the said deposits after JAK was no longer in a position to perform its obligations under the said contracts. JAK refused to refund the said deposits on the ground that the plaintiffs repudiated the contracts in question and filed a counterclaim with respect to losses suffered as a result of the plaintiffs’ alleged breach of contract.

Background

2 The dispute in the present case concerns the sale of 25 properties in Singapore that belonged to the late Shaik Ahmad bin Abdullah Wahdain Basharahil (“Shaik Ahmad”), who died in Madura, Indonesia, on 15 July 1953. In his will (“the Will”), Shaik Ahmad required the said properties to be placed on trust after his death for the benefit of the persons who would, in accordance with Mohamedan law, have been entitled to his estate if he had died intestate.

3 The trustee appointed by Shaik Ahmad in the Will did not reside in Singapore. As such, the Public Trustee was appointed trustee by virtue of an order of court on 11 October 1976. With this order, Shaik Ahmad’s 61 immovable properties in Singapore became vested in the Public Trustee. Of these, 32 were compulsorily acquired by the State. This left the estate of Shaik Ahmad (“the estate”) with only 29 properties in Singapore.

4 Under the terms of the Will, Shaik Ahmad’s assets were to be distributed 21 years after his death. However, the distribution, which was scheduled for 1979, was delayed and as late as the 1990s, the beneficiaries had not received any part of the assets. Soon, far too many persons claiming to represent all the beneficiaries under the Will started to sell the estate’s properties even though the legal title to the properties was vested in the Public Trustee.

5 On 5 November 1994, one Abdurrachman Abdullah Wachdin Basyarahil (“Abdurrachman”), who claimed to be “the attorney of the heirs and heiresses” of Shaik Ahmad and the sole representative of all the beneficiaries under the Will, entered into an agreement to sell the estate’s 29 properties to JAK for $14m. The parties were aware that the properties were subject to caveats and claims by other parties and Abdurrachman undertook to “use his best endeavours to render the property free from all encumbrances at the date of completion”. JAK claimed to have paid Abdurrachman $500,000.00 immediately and an additional sum of $490,000.00 subsequently.

6 JAK planned to make a hefty profit by reselling the estate’s 29 properties. On 17 November 1994, it granted Broadley an option to purchase the 29 properties for $24m. Broadley paid JAK $750,000 for the option and lodged a caveat against the properties on 18 January 1995.

7 Abdurrachman’s application to become the trustee of the estate was dismissed by the High Court in August 1995. JAK soon realised that it had been deceived by Abdurrachman and on 16 September 1995, its then director, Mr Syed Jafaralsadeg bin Abdul Kadir Alhadad (“Jafar”), reported to the Singapore police that Abdurrachman had cheated his company because he did not represent all the beneficiaries of the estate. He added that he would not have paid Abdurrachman any money had he known the truth.

8 JAK did not give up its plans to acquire and resell the estate’s 29 properties. On 12 February 1996, it entered into a series of agreements with a number of persons, who claimed to be the sole beneficiaries under the Will, for the sale and purchase of the estate’s 29 properties at $12m. Two Indonesians, Musa Said Wachdin (“Musa”) and Salim Hasan Wachdin (“Salim”), claimed to have the authority to act on behalf of all the members of this group (collectively referred to as the “M & S group”).

9 Confident that it had the 29 properties in its bag, JAK started to market the said properties once again. On 10 January 1996, it entered into an agreement to sell four of these properties to BP for $4m. These four properties were Nos 515, 517, 519 and 521 Serangoon Road. BP lodged a caveat with respect to these properties on 12 August 1998.

10 On 19 March 1996, JAK concluded seven agreements to sell 21 of the properties it was purchasing from the M & S group to Broadley for $14.8m (“the 1996 agreements”). These properties were Nos 32, 34, 36, 38 and 40 Kinta Road, No 25 Koon Seng Road, Nos 144, 146, 148, 150, 273 and 275 Joo Chiat Road, Nos 18, 19, 20, 21, 22, 23 and 24 Pahang Street, No 46 Clive Street and No 61 Dickson Road. As has been mentioned, Broadley entered into an earlier agreement in November 1994 to purchase from JAK the estate’s 29 properties (“the 1994 agreement”). This earlier agreement was rescinded and a large sum of money that was paid as a deposit under the 1994 agreement was treated as Broadley’s initial deposit under the 1996 agreements.

11 JAK then entered into an agreement to sell the remaining four properties for $3.5m to one Mr Mohamed Ayoob s/o Meera Hussian (“Ayoob”), who is not a party to the present proceedings.

12 While JAK may have been pleased to have entered into agreements to sell the 29 properties it was purchasing from the M & S group to BP, Broadley and Ayoob for $22.3m, its attempt to acquire the estate’s 29 properties from the M & S group for $12m did not proceed smoothly as the members of this group were not the only persons who claimed to be beneficiaries under the Will. In fact, on 12 August 1993, long before the M & S group dealt with JAK, another rival group, whose members also claimed to be beneficiaries under the Will, had sold the same 29 properties to another Singapore company, Beng Tiong Trading Import and Export (1988) Pte Ltd (“BTT”) for $8.26m. BTT duly placed a caveat on the properties it purchased. On 11 July 1996, BTT instituted Suit No 1255 of 1996 against the vendors and the Public Trustee. On 19 July 1996, it obtained a declaration that it was entitled to the rights, interests, benefits and entitlements of the persons from whom it purchased the 29 properties. BTT also obtained an order that the Public Trustee take “such steps as are necessary in cognisance of the [said] declaration”.

13 In the meantime, JAK tried to safeguard its interest in the estate’s 29 properties by pacifying the rival groups of claimants of the estate’s properties. On 18 October 1999, JAK undertook to pay the M & S group and the rival group of...

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3 cases
  • Law Society of Singapore v Nor'ain bte Abu Bakar and Others
    • Singapore
    • High Court (Singapore)
    • 8 Octubre 2008
    ...2004, judgment was entered in their favour for $3,425,000 (plus interest) (see By Products Traders Pte Ltd v JAK Alhadad & Co Pte Ltd [2004] SGHC 265 (“By Products Traders”) and [29] below). ABTIP also acted for JAK in this No order made on the B&B Payment Out Application 17 The B&B Payment......
  • Public Trustee and Another v by Products Traders Pte Ltd and Others
    • Singapore
    • High Court (Singapore)
    • 26 Mayo 2005
    ...Swami (Swami & Partners) for the Estate of Abdul Rahim Awad Wachdin (deceased). By Products Traders Pte Ltd v JAK Alhadad and Co Pte Ltd [2004] SGHC 265 (refd) Copeland v Smith [2000] 1 WLR 1371; [2000] 1 All ER 457 (refd) Econ Corp Ltd, Re [2004] 2 SLR (R) 264; [2004] 2 SLR 264 (refd) G Ma......
  • Law Society of Singapore v Nor'ain bte Abu Bakar and Others
    • Singapore
    • High Court (Singapore)
    • 8 Octubre 2008
    ...2004, judgment was entered in their favour for $3,425,000 (plus interest) (see By Products Traders Pte Ltd v JAK Alhadad & Co Pte Ltd [2004] SGHC 265 (“By Products Traders”) and [29] below). ABTIP also acted for JAK in this No order made on the B&B Payment Out Application 17 The B&B Payment......

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