Frans Furniture Pte Ltd v Good Property Land Development Pte Ltd

• Jurisdiction: Singapore
• Judgment Date: 18 April 1991
• Date: 18 April 1991
• Docket Number: Originating Summons No 1037 of
• Court: High Court (Singapore)

Frans Furniture Pte Ltd

Plaintiff

and

Good Property Land Development Pte Ltd

Defendant

[1991] SGHC 49

F A Chua J

Originating Summons No 1037 of 1989

High Court

Land–Conveyance–Vendor rendering completion account which included claim for increase in floor area–Purchaser disputing claim for increase in floor area–Purchaser insisting vendor furnish revised completion account before completion–Whether absence of revised completion account sufficient reason for not completing sale–Land–Sale of land–Conditions of sale–Vendor rendering completion account which included claim for increase in floor area–Purchaser disputing claim for increase in floor area–Purchaser insisting vendor furnish revised completion account before completion–Whether purchaser entitled to damages for late completion–Whether delay to complete due to vendor's wilful default–Condition 7 The (Revised) Singapore Conditions of Sale

The plaintiff, Frans Furniture Pte Ltd (“Frans”), agreed to buy a piece of property belonging to the defendant, Good Property Land Development Pte Ltd (“Good Property”). The agreement was subject to The (Revised) Singapore Conditions of Sale (“Conditions of Sale”). Clause 13 (1) of the agreement stated that completion was to take place 14 days after the receipt by the purchaser of the vendor's notice to complete and cl 13 (2) further provided that such notice to complete was to be given by the vendor on or before 31 December 1988. Good Property did not issue a notice to complete until 3 March 1989. Attached to the notice to complete was a completion account pursuant to which Good Property claimed a further $160,547.10 from Frans because the floor area of the subject property had increased from 5,503sq ft to 5,683.39sq ft, an increase in the floor area of the property of 3.278% over the original area. Frans argued that Good Property was not entitled to compensation for the increase in floor area. On 26 December 1989, the sale and purchase of the property was completed without payment of Good Property's claim for the additional sum. Frans sued Good Property for damages for late completion under condition 7 of the Conditions of Sale, and Good Property counterclaimed for interest on the late completion. Condition 7 provided that if from any cause whatever (other than the wilful default of the vendor) the purchase shall not be completed on the day fixed on completion, the purchaser shall pay the vendor interest for late completion and also the purchaser shall not be entitled to any compensation for the vendor's delay unless contumacious.

Held, dismissing the plaintiff's claim and allowing the defendant's counterclaim:

(1)“Contumacious” and “wilful default” in condition 7 of the Conditions of Sale ought not to be construed as having any difference in meaning: at [18].

(2) Under the Conditions of Sale, the purchaser would be relieved from having to pay interest under condition 7 if he could show that: (a) the vendor had been in default; (b) such default was wilful; and (c) the wilful default was the direct cause of the delay in completion. The delay in completion, however, was solely attributable to the default of the purchaser, Frans: at [20] and [47].

(3) The function of a completion account is simply to inform the purchaser of the amount payable on completion. Despite the dispute over the additional sum claimed in the completion account, Frans could still have completed the purchase in accordance with cl 13 (1) by paying that sum claimed for the increase in floor area to its own or the defendant's solicitors as stakeholders, pending the decision of the court, and tendering the remainder of the purchase money to the defendants; or depositing the remainder of the purchase money pursuant to condition 8 of the Conditions of Sale. As for Frans' claim for liquidated damages, Good Property had told Frans it could deduct the amount from the completion account: at [41] and [43].

(4) Clause 13 (1) of the agreement did not specifically provide that the notice to complete be accompanied by a completion account. Nor was there any fundamental principle that if the vendor failed to give a completion account to the purchaser, the latter would be released from its obligation to complete on the day fixed for completion. The absence of a revised completion account was not a sufficient reason for not completing the sale: at [40], [41] and [45].

Toh Teck Sun v Mandarin Gardens Pte Ltd [1988] 1 SLR (R) 294; [1988] SLR 390 (folld)

Jane Ittogi and Chong Yee Leong (Shook Lin & Bok) for the plaintiff

Pryscilla Shaw (Lee & Lee) for the defendant.

F A Chua J

1 By this originating summons the plaintiffs claim against the defendants the following reliefs:

(a) an order that the defendants do complete the sale and purchase of the property described as Unit 02-A 2nd Storey, Meridien Shopping Centre/Hotel Meridien, Singapore, now known as 100, Orchard Road, #02-100, Meridien Shopping Centre (“the said property”) under a sale and purchase agreement dated 22 October 1983 between the plaintiffs and the defendants (“the agreement”) and execute a transfer to the plaintiffs of the said property at the contract price of $4,897,670;

(b) an order that the defendants do pay the plaintiffs the sum of $64,669.37 as liquidated damages calculated in accordance with cl 13 (2) of the agreement for the delay in the issuance of the notice to complete, to be deducted from the balance contract price;

(c) an order that the defendants do pay the plaintiffs liquidated damages calculated in accordance with cl 7 of The (Revised) Singapore Conditions of Sale for late completion from 3 March 1989 till the date of completion, to be deducted from the balance contract price.

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