Chang Seow Song v Fong Tat Motor Co Pte Ltd

• Jurisdiction: Singapore
• Judge: Karthigesu JA
• Judgment Date: 04 August 1997
• Neutral Citation: [1997] SGCA 31
• Docket Number: Civil Appeal No 187 of 1996
• Date: 04 August 1997
• Published date: 19 September 2003
• Year: 1997
• Plaintiff Counsel: James Wan Hui Hong and Paul Yong (James Wan & Co)
• Citation: [1997] SGCA 31
• Defendant Counsel: Wong Chee Keong and Daniel See (William Lai & Alan Wong)
• Court: Court of Appeal (Singapore)
• Subject Matter: Land,Conveyance,Legal requisitions,Whether unavailability of road interpretation plan constituted a 'reply' to requisition,Whether purchaser's letter to vendor successful in rescinding sale and purchase agreement,Whether response constituted satisfactory reply

(delivering the judgment of the court)

This appeal raises once again the question of `satisfactory replies` to requisitions related to road interpretation plans in connection with a contract for the sale and purchase of immovable property.

The facts which give rise to this question gathered from the affidavits filed by the parties in the originating summons in question are these. We will refer to the appellant as `the vendor` and to the respondent as `the purchaser`: (i). On 18 April 1996 the vendor granted an option to one Mdm Wong Lee Ying for the purchase of his freehold land and premises known as 72A and 74A Rangoon Road, Singapore, comprising an area of 353.9 sq m situated on Lot 246-1 of Town Subdivision 18 (the property) for $4,300,000, subject to existing tenancies and subject to the grant of written permission (the written permission). We will refer to the written permission in some detail later.

(ii). The option was exercisable by written acceptance and the payment of $387,000 or before 2 May 1996 which together with the option money of $43,000 already paid would amount to 10% of the purchase price. However, Mdm Wong did not exercise the option but on 2 May 1996 assigned it (as well as the benefit of the option money) to the purchaser who duly exercised it and paid the $387,000.

(iii). The terms of the option incorporated the Singapore Law Society`s Conditions of Sale 1994 and further provided that the purchase would be completed at the vendor`s solicitors` office 12 weeks from the date of acceptance and exercise of the option. Hence the completion date was 25 July 1996.

(iv). On or about 9 May 1996 the purchaser`s solicitors sent out the usual requisitions to the relevant authorities. The purchaser does not contend that the replies to these requisitions are unsatisfactory. It is to be noted, however, that the purchaser did not then apply to the Land Transport Authority for a copy of the road interpretation plan.

(v). It was only on 23 July 1996, just two days before the scheduled date of completion on 25 July 1996, that the purchaser`s solicitors applied to the Land Transport Authority for the road line affecting the property to be plotted on the General Interpretation Plan, which was submitted together with the application. On the same day, that is on 23 July 1996, the Land Transport Authority returned the General Interpretation Plan to the purchaser`s solicitors with a road line unplotted and with the remarks, `The road interpretation plan for the above site is not available`.

(vi). It is pertinent to note and it is not denied by the purchaser that the written permission approved the redevelopment of the property by erecting thereon a `4-storey residential building with shop at the first storey` but the purchaser sometime in May 1996 applied to the authorities for a change of use by converting the building into a boarding house whilst retaining the first storey as a shop. As of 23 July 1996 the approval had not yet been obtained.

(vii). Immediately on 23 July 1996 the purchaser`s solicitors informed the vendor`s solicitors that the authorities had not plotted the road lines on the General Interpretation Plan which had been submitted to them as the road interpretation plan for the property was unavailable and further that they understood from the authorities that the road lines for the Rangoon Road region were under review and that road interpretation plan for this area would only be available in about three to four months` time. This was followed by a letter dated 24 July 1996 in which what had been said on 23 July 1996 was reiterated together with the following two paragraphs:

In view of the above circumstances, our clients (ie the purchaser) instruct that pursuant to cl 10 of the option to purchase dated 18 April 1996 (the option to purchase) no satisfactory reply was obtained from the LTA and our clients are entitled to rescind the option to purchase.

However, as our clients are still interested in the purchase of the above property, our clients propose, strictly without prejudice to their interests in the option to purchase, that both parties hold their hands in this matter for a further four (4) months or until the RTP is available, whichever is the earlier.

(viii). The vendor`s solicitors replied on the same day, ie 24 July 1996. They said:

The reply from the Land Transport Authority in its letter of 23rd July 1996 that `the road interpretation plan for the above site is not available` is not and cannot be deemed unsatisfactory. Your clients are not entitled to rescind the contract.

Please note that the terms of sale under the option provide:

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