Cathay Theatres Pte Ltd v LKM Investment Holdings Pte Ltd

• Jurisdiction: Singapore
• Judge: S Rajendran J
• Judgment Date: 06 January 2000
• Neutral Citation: [2000] SGHC 3
• Date: 21 January 2000
• Docket Number: Suit No 1944 of 1997 (Summons in Chambers No 5268 of 1999),Originating Summons No 1421 of 1999 (Summons In Chambers No 5698 of 1999)
• Year: 2000
• Published date: 19 September 2003
• Plaintiff Counsel: Imran Khwaja and Sayana Baratham (Tan Rajah & Cheah)
• Citation: [2000] SGHC 3
• Defendant Counsel: Michael Hwang SC and Christine Chan (Allen & Gledhill)
• Court: High Court (Singapore)
• Subject Matter: Plaintiffs seeking specific performance of contract,Judgments and orders,Whether special circumstances exist to justify grant of stay,Whether appeal nugatory if stay not granted,Impecunious defendants,Civil Procedure,Stay of execution pending appeal,Vendor having lien on property

:The plaintiffs are the lessees of a property known as `Regal Theatre` under a 99-year lease granted by the Housing & Development Board. The defendants own and manage residential properties in Singapore.

The defendants on 17 May 1996 entered into a contract with the plaintiffs for the purchase of Regal Theatre for the sum of $16.5m. Ten per cent of the purchase price was paid to the plaintiffs and the balance was payable on the completion of the transaction scheduled for 16 August 1996. Completion of the purchase did not, however, take place.

On 13 November 1997 the plaintiffs commenced proceedings against the defendants claiming, inter alia, specific performance of the sale and purchase agreement. The defendants counterclaimed for rescission of the agreement on grounds of misrepresentation and defects in the plaintiffs` title and for the refund of the 10% deposit.

The hearing of the action took place before the Honourable Lee Seiu Kin JC. On 29 June 1999 Lee Seiu Kin JC made the following declaration/orders:

(1) The plaintiffs` notice to complete dated 17 August 1996 with regard to the sale of the leasehold property known as Regal Theatre, 3501 Jalan Bukit Merah, Singapore (the `property`) is valid.

(2) The plaintiffs are not obliged to transfer the deposits (if any) paid to them pursuant to cl 2(iv) of each of the leases granted by the plaintiffs as landlord to Mcdonald`s Restaurants Pte Ltd (`Mcdonald`s`) for successive terms (the `leases`) as set out in the Schedule hereto until Mcdonald`s have agreed in writing to release them from all their obligations in respect thereof and that in the event that such agreement in writing is provided by Mcdonald`s, the obligations of the plaintiffs under cl 4(3) of the option relating to the property granted by the plaintiffs to the defendants on 17 April 1996 will be limited to transferring the cash deposit of $24,000 held in respect of the current lease.

(3) The plaintiffs are entitled to a lien on the property in respect of the sum due and owing by the defendants to the plaintiffs under the orders made in paras (4) and (5) below until payment and for the plaintiffs` costs of this action.

(4) The defendants specifically performed the contract for sale of the property within 14 days from the date of judgment and pay to the plaintiffs the sum of $14,850,000 being the balance of the purchase price.

(5) The defendants pay the plaintiffs late completion interest under condition 8(a) of the Law Society`s Conditions of Sale 1994 on the balance of the purchase price at 10% per annum amounting to $4,068.49 per day from 17 August 1996 to the date of actual completion less the rent received in respect of the property by the plaintiffs as landlord from 17 August 1996 to the date of actual completion.

(6) In the event of default being made by the defendants in making the payment due to the plaintiffs, the plaintiffs be at liberty to apply to enforce the lien referred to in para (3) above; and

(7) The defendants pay the plaintiffs their costs in this action.

The defendants filed notice of appeal. [The appeal was subsequently withdrawn - Ed.]

On 17 August 1999 the plaintiffs served a statutory demand under the Companies Act demanding payment of $3,419,514.72 being late completion interest as at that date. On 20 August 1999 the defendants took out this application for a stay of proceedings pending appeal. As the plaintiffs were about to present a winding-up petition against them on the grounds that the defendants had failed to meet the statutory demand, the defendants, on 15 September 1999, applied for an injunction restraining the plaintiffs from so doing. The court granted the injunction pending the hearing of this stay application. The application for the stay came up for hearing before me on 21 September 1999. I granted the application but directed that the plaintiffs be at liberty to enforce that part of the judgment that related to the plaintiffs` lien. The plaintiffs have appealed against my decision. I now give my reasons. [The appeal was subsequently withdrawn - Ed.]

The order obtained by the plaintiffs was an order for specific performance. Such an order can, with relative ease, be enforced against...