Chan Sze Ying v Management Corporation Strata Title Plan No 2948 (Lee Chuen T'ng, intervener)

• Jurisdiction: Singapore
• Judge: Lee Seiu Kin J
• Judgment Date: 29 April 2020
• Neutral Citation: [2020] SGHC 88
• Court: High Court (Singapore)
• Docket Number: Originating Summons No 1203 of 2019 and Summons No 193 of 2019
• Published date: 05 May 2020
• Year: 2020
• Hearing Date: 07 February 2020
• Plaintiff Counsel: Joseph Lee and Dickson Chew (M/s LVM Law Chambers LLC)
• Defendant Counsel: Chew Kei-Jin and Stephanie Tan (M/s Ascendant Legal LLC),Ling Tien Wah, Terence Wah and Mok Zi Cong (M/s Dentons Rodyk & Davidson LLP)
• Subject Matter: Land,Strata Titles,Meetings,Requirements for valid adjournment,Chairman's residual common law power to adjourn meetings,Management Councils,Elections,When council members are obliged to step down
• Citation: [2020] SGHC 88

Lee Seiu Kin J: Introduction

The 13th Annual General Meeting of the defendant was held on 3 August 2019 (“the AGM”) at the Keppel Club.¹ The AGM was chaired by the intervener, Ms Lee Chuen T’ng (“Lee”). In her opening address, she recounted how 2018 had been a particularly harrowing year for the management council. Reports of quarrels among the residents, legal actions, multiple complaints of both a verbal and physical variety and even a police report were alluded to in her opening address.² Despite her calls for a return to the idyllic and peaceful state of yesteryear, the AGM itself proved to be yet another occasion for conflict and acrimony.

In short, the AGM ran out of time. Even with the benefit of an extension, there were some 19 motions³ left unaddressed. Notably, the AGM was midway through elections for a fresh management council (“the 13th Management Council”) at the time the adjournment was declared. Ten out of the eleven spots had been filled, leaving one more spot open for contest. The election for this last position and remaining matters in the agenda were postponed to 19 October 2019.⁴

In this originating summons (“OS”), the plaintiff, Ms Chan Sze Ying (“Chan”), seeks a declaration that the AGM had been improperly adjourned and that it had accordingly concluded on 3 August 2019 (“the Adjournment Declaration”). She also seeks a declaration that those persons who were elected to the 13th Management Council at the AGM had taken office on that day (“the Election Declaration”). For the reasons that follow, I decline to grant both declarations and dismiss this OS.

Facts The parties

The defendant is the management corporation of a condominium called The Caribbean at Keppel Bay (“The Caribbean”). Its managing agent, the company appointed to supervise the day-to-day administration of the condominium, is Savills Property Management Pte Ltd (“Savills”). Mr Chan Kok Hong (“Kok Hong”) is Savills’ representative. As in normal in such cases, he was the person in charge of organising the AGM and guided Lee in chairing the proceedings at the AGM. At this point I should mention that the defendant has adopted a neutral position in these proceedings. This is entirely understandable since the management corporation has no real interest in this dispute (save perhaps, an interest in “having the matter resolved with finality”⁵) and the real quarrel was between Lee and Chan.

Lee was the chairperson of the outgoing management council (“the 12th Management Council”).⁶ By virtue of that position, she chaired the AGM. During the AGM, she stood for elections to be part of the 13th Management Council.⁷

Chan also stood for election at the AGM. She was one of the ten candidates duly elected to the 13th Management Council.⁸ Lee, on the other hand, was tied with another candidate for the 11th and last seat of the 13th Management Council.⁹ Before the tie could be broken by a runoff vote of the two candidates, Lee declared the AGM to be adjourned. I now set out the circumstances leading to this event.

Background to the dispute

The AGM began fairly unremarkably. When it was called to order at 2.30p.m., ¹⁰ there were minimal interruptions to the chairperson’s address, few questions were posed and all was proceeding according to the agenda that had been circulated earlier. ¹¹ This state of affairs however, did not last long.

Simple requests for clarification soon gave way to extensive explanations and defensive posturing. These in turn invited further questions and criticism. A question about the management corporation’s expenditure on legal fees, for example, prompted an extensive historical account of controversies that arose at the previous annual general meeting.¹² Personal grievances, legitimate or otherwise, hijacked the discussion for extended periods of time.¹³ Accusations of “draconian” mismanagement,¹⁴ tokenistic engagement with the residents (“fake dialogue”)¹⁵ and opaque governance¹⁶ pockmarked the proceedings. As one resident memorably put it, the AGM resembled a stage for personal grievances more than a meeting about condominium administration.¹⁷

There were multiple attempts to rein in the meeting. Lee urged attendees to keep their comments relevant to the item being discussed,¹⁸ limited the number of questions asked per item¹⁹ and restricted the amount of time given for personal speeches.²⁰ Notwithstanding this, it soon became apparent that the AGM would not conclude its business by 7pm as originally intended.²¹ Indeed, at 6pm, the candidates for the 13th Management Council had barely started introducing themselves.²² With some 23 candidates standing for election, there was hardly enough time to hear 23 campaign speeches from these candidates, let alone time for voters to deliberate and for the organisers to count the votes. In light of this, Kok Hong secured an extension till 8pm hoping to finish this item on the agenda. Kok Hong announced to the meeting, somewhat over-optimistically that: “We have been able to get an extension of one more hour to stay here, so it looks like we will be able to go through the elections and counting of the votes, okay?”.²³ Lee shared the same sentiment: “I think we should just hear everybody out and at least get this done”.²⁴

Unfortunately, further complications arose. More issues were raised. Term limits,²⁵ voter secrecy,²⁶ and other ancillary matters captured the attention of the attendees.²⁷ Kok Hong did his best to address them²⁸ but it was apparent that time was running out. The AGM was already operating on borrowed time and the goodwill of the venue operator and Kok Hong was acutely aware of the (extended) deadline - this much was clear from the way he hurried proceedings along²⁹ and from his peremptory declarations that an adjournment was inevitable. Indeed, he insisted on it on multiple occasions – first as the AGM approached its initial 7pm deadline,³⁰ again as it neared its 8pm deadline³¹ and once more right before he announced the results of the elections.³²

Despite Kok Hong’s efforts, one more hiccup awaited the AGM. The elections themselves were hamstrung by a tie at the very last minute. Whilst counting the votes, it transpired that there had been a tie for the 11th seat on the 13th Management Council and that a ‘run-off’ between the two contenders would be necessary.³³ Kok Hong declared that an adjournment was in order and Lee agreed, and promptly declared the AGM adjourned to another date. By this time, it was around 9pm, two hours after the scheduled time of 7pm.

To be clear, Lee’s call for an adjournment was hardly a democratic decision. No motion for adjournment was called and Lee simply declared the meeting to be adjourned. In fact, there had been multiple objections to an adjournment before the elections were fully concluded. One resident suggested continuing the AGM at The Caribbean’s clubhouse.³⁴ Another asked whether October was too late for an adjourned AGM,³⁵ while others questioned whether an adjournment was warranted at all – “the election should not be split into two different meetings” someone said.³⁶ Even a recount was suggested, following the unexpected tie for the 11th seat,³⁷ but Kok Hong did not entertain any such requests:

MR CHAN KOK HONG :	If you want a re-count, you call for it, okay? But I’m going to just announce it. I’m going to adjourn the meeting, and then we decide on 19 October. […] We have no time really; we already exceeded 8 o’clock.
UNIDENTIFIED SPEAKER:	Mr Chan [ie, Kok Hong], point of order.
MR CHAN KOK HONG:	Yes.
UNIDENTIFIED SPEAKER:	May I suggest that we resolve the election here so that we don’t carry that forward. Is that assuming what you’re suggesting?
MR CHAN KOK HONG:	Sir, we have to leave this place by 9 pm.
UNIDENTIFIED SPEAKER:	No, but the election should not be split into two different meetings, so if –
MR CHAN KOK HONG:	Yes, it can. We are calling an adjournment, sir.
UNIDENTIFIED SPEAKER:	But it’s the same election, so I am suggesting that it is best that we resolve it tonight. It’s just only one item which is a split vote. […]
MR CHAN KOK HONG:	No, I’m sorry, sir. I don’t – we don’t have the time […] it’s late as [sic] 9 o’clock, isn’t it? We already exceeded our 8 o’clock […] everybody has to go. Otherwise they switch off the lights.38

Lee adjourned the AGM shortly after this exchange.³⁹ Notwithstanding the adjournment, there was one final objection by a concerned and hitherto unidentified resident. He said that because of the nature of the tie, which was between Lee and another electoral candidate, there was a “conflict of interest with the current chairlady”.⁴⁰ He questioned whether the postponement was fair and asked for his objection to be put on record.

Issues to be determined

I first examine the common law powers of the chairperson to adjourn a meeting. I find that there is a residual power under common law on the part of the chairperson to adjourn the meeting in the circumstances and that it had been exercised reasonably (“The Residual Power Issue”).

I then turn to examine whether the statutory provisions for adjournment found in para 3A (1) of the First Schedule of the Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed) (“the Act”) has excluded such residual common law power in the case of a general meeting under the Act (“The Mandatory Motion Issue”). I find that it does not, and therefore, I do not grant the Adjournment Declaration.

The Election Declaration concerned the interpretation of s 54(1)(e) of the Act. The inquiry pertained to the moment that members of an outgoing management council are to vacate office and accordingly, when members of the incoming council would assume office. (“The Election Issue”) I find that members of the outgoing management...