Chang Seow Song v Fong Tat Motor Co Pte Ltd

• Jurisdiction: Singapore
• Court: Court of Three Judges (Singapore)
• Judge: Karthigesu JA
• Judgment Date: 04 August 1997
• Neutral Citation: [1997] SGCA 31
• Citation: [1997] SGCA 31
• 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
• Date: 04 August 1997
• Plaintiff Counsel: James Wan Hui Hong and Paul Yong (James Wan & Co)
• Defendant Counsel: Wong Chee Keong and Daniel See (William Lai & Alan Wong)
• Published date: 19 September 2003
• Docket Number: Civil Appeal No 187 of 1996

Chang Seow Song

Plaintiff

and

Fong Tat Motor Co Pte Ltd

Defendant

[1997] SGCA 31

Yong Pung How CJ

,

M Karthigesu JA

and

L P Thean JA

Civil Appeal No 187 of 1996

Court of Appeal

Land–Sale of land–Legal requisitions–Road interpretation plan unavailable–Whether unavailability constituting “reply” to requisition–Whether potential changes affecting land considered de minimis–Purchaser's solicitors' letter to vendor's solicitors purporting to rescind sale and purchase agreement–Whether agreement rescinded

The appellant vendor granted an option for the purchase of his property, subject to existing tenancies and the grant of written permission which, including a location and site plan, were annexed to and formed part of the option. The option was assigned to and exercised by the respondent purchaser, whose solicitors sent out the usual requisitions to the relevant authorities. Two days before the date of completion, the purchaser's solicitors applied to the Land Transport Authority (“LTA”) for the road line affecting the property to be plotted on the general interpretation plan. On the same day, the LTA returned the plan with the road line unplotted, stating “ [t]he road interpretation plan for the above site is not available”. The purchaser then purported to rescind the option pursuant to cl 10 of the option, on the ground that no satisfactory reply was obtained from LTA. The vendor replied stating that the LTA reply could not be deemed unsatisfactory and that the purchaser was not entitled to rescind the contract. The purchaser later commenced these proceedings claiming a declaration that it had rescinded the contract and sought a refund of the moneys paid to the vendor. The vendor served notice on the purchaser pursuant to condition 29 of the Singapore Law Society's Condition of Sale 1994, which the option incorporated, to complete the sale and purchase within 21 days. The purchaser failed to comply with the notice. The trial judge found in favour of the purchaser and the vendor appealed.

Held, allowing the appeal:

(1) The purchaser exercised the option with full knowledge of the written permission and the attached location and site plan. It was clear from these that he was only buying the net area available for redevelopment and not the entire freehold land, part of which was reserved for road development: at [6] to [8].

(2) If the LTA did revise the road lines, it would be evident to any “reasonably determined purchaser” that such a revision, if it affected the property adversely, could only be considered de minimis or marginal and would not have been a valid reason to rescind the contract: at [9].

(3) The purpose of a requisition was to provide a reply which the purchaser's solicitors could advise the purchaser on whether it was satisfactory or not. The reply from the LTA was not a “reply” within the meaning of cl 10 of the option since the purchaser's solicitors could not ascertain from it whether the property would be affected by a road line. Paragraph (d) of cl 10 operated to deem any reply not received by the completion date as satisfactory: at [10] and [12].

(4) Thus, the purchaser's purported rescission was of no effect. The sale and purchase agreement was brought to an end by the operation of condition 29 of the Singapore Law Society's Conditions of Sale 1994 following the purchaser's failure to comply with the vendor's notice to complete: at [13].

Chu Yik Man v S Rajagopal & Co [1985-1986] SLR (R) 1164; [1986] SLR 534 (refd)

Civil Law Act (Cap 43, 1994 Rev Ed) s 9

James Wan Hui Hong and Paul Yong (James Wan & Co) for the appellant

Wong Chee Keong and Daniel See (William Lai & Alan Wong) for the respondent.

Judgment reserved.

M Karthigesu JA

(delivering the judgment of the court):

1 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.

2 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”:

(a) 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 353.9m² situated on Lot 246-1 of Town Subdivision 18 (“the property”) for $4,300,000, subject to...