Isetan (S) Ltd v Wisma Development Pte Ltd and Another

• Jurisdiction: Singapore
• Judge: Chao Hick Tin J
• Judgment Date: 24 April 1992
• Neutral Citation: [1992] SGHC 103
• Date: 24 April 1992
• Subject Matter: Land,Validity of meeting,Strata titles,Meetings,Whether general meeting may be convened with only one subsidiary proprietor,Whether proper notice given,s 36, Third Schedule paras 1(1), 3(1), (2), 5 & 11 Land Titles (Strata) Act (Cap 158, 1988 Ed)
• Docket Number: Originating Summons No 30 of 1992
• Published date: 19 September 2003
• Defendant Counsel: Terence Wong (Francis Khoo & Lim)
• Court: High Court (Singapore)
• Plaintiff Counsel: Tang Khin Wai and Sharon Koh (Lee & Lee)

This application concerns a well-known building along Orchard Road named Wisma Atria. The plaintiffs hold 25.77% of all the share values in respect of the sub-divided building. The first defendants were the developers of the building and are the subsidiary proprietors of the remaining lots amounting to 74.23% of the share values. The second defendants are the management corporation of the sub-divided building (Strata Title Plan No 1471).

By this application the plaintiffs seek to declare a certain meeting of the management corporation null and void. This in turn raises two questions of law: (i) whether a general meeting of the management corporation could be validly convened with only one subsidiary proprietor holding more than 50% of the share values being present; and (ii) whether, in the circumstances of the case, a proper notice was given for the convening of the meeting.

The facts giving rise to the dispute are as follows. On 12 September 1991 the first defendants, on behalf of the second defendants, gave written notice to the plaintiffs of the holding of the first annual general meeting of the second defenscheduled for 27 September 1991 at 4pm at #14-04/06 Wisma Atria. The agenda of the meeting was enclosed; so were the accounts and the proposed resolutions to be considered at the meeting. On 26 September 1991, the plaintiffs wrote to the management corporation (second defendants) seeking clarification on three proposed resolutions, ie (i) increase in contributions, (ii) appointment of the first defendants as the managing agents, and (iii) delegation of all powers, duties and functions of the chairman, secretary and treasurer of the management corporation and the council to the managing agents. The plaintiffs indicated that, pending the clarifications, they would not attend the proposed meeting on 27 September 1991. They suggested a deferment of the meeting for three weeks. The plaintiffs did not want to attend the meeting for fear of being out-voted before the clarification was given.

On 1 October 1991, the first defendants wrote to the plaintiffs to say that the meeting scheduled for 27 September 1991 could not be proceeded with without the presence of the plaintiffs. The first defendants also proposed a meeting between them to discuss and resolve the issues. They further reminded the plaintiffs that the `first AGM (had) to be convened within one month of the expiry of the initial period (that is 25 September 1991)`.

On 8 October 1991 the plaintiffs wrote to the first defendants again, seeking further written clarification and information on other issues arising from the proposed agenda of the said AGM and the accounts, which were enclosed in the notice of 12 September 1991. A reminder was sent by the plaintiffs on 12 October 1991. This reminder crossed a letter written on the same day by the first defento the plaintiffs in these terms:

We refer to your letter dated 8 October 1991. Please be informed that Commissioner of Buildings (COB) has informed us that the AGM has to be held by 26 October 1991. A copy of the COB`s letter dated 10 October 1991 is enclosed for your easy reference. The purpose of the meeting is to discuss and vote on the proposed resolutions. All matters that need clarifications [sic] will be discussed in the meeting. We believe you are well versed with the Land Titles (Strata) Act. In order not to delay matters, we suggest that a meeting be fixed on 24 October 1991 at 4pm wherein we will clarify all your queries. Kindly confirm the time, date and venue of the meeting is acceptable [sic] or you may wish to contact Ms Choun Oei Choo at telephone no 2358177.

On 17 October 1991 the plaintiffs replied to the first defendants stating that `without (those) clarifications being given to us before the meeting we would not be able to consider the matters fully and properly and cast our votes in accordance with the best interest of the management corporation`. The plaintiffs ended the letter by asking the first defendants to give the clarification as soon as possible `so that the first AGM may be duly convened`. It would appear that subsequently there were telephone conversations between the two sides.

On 20 November 1991 the first defendants, by a letter, informed the plaintiffs that the second defendants had held the first annual general meeting on 24 October 1991. The minutes of that meeting were enclosed. The minutes show that one Mr MA Alabbar, representing the first defendants, attended the meeting. Other persons representing the first defendants as managing agents were also in attendance.

Quorum

On the first question, the argument of the plaintiffs is that you cannot have a meeting with only one person. The plaintiffs` counsel cited to me, inter alia, the following:

(i) Shackleton on The Law & Practice of Meetings (8th Ed) at p 44: `In general, two persons is the minimum number for a meeting to be properly constituted, since the term "meeting" prima facie means a coming together of more than one person.`

(ii) Walter Woon on Company Law at p 138: `The general rule is that there must be at least two members personally present to constitute a meeting`, where the author relies on Sharp v Dawes, [1876] 2 QB 26 Re Salvage Engineers Lt d [1962] MLJ 438 and United Investment & Finance Ltd v Tee Chin Yong & Ors [1967] 1 MLJ 31 in support of that statement.

(iii) Pennington`s Company Law (5th Ed) at p 709: `... one person alone cannot constitute a meeting.`

To my mind, there is no doubt that as a general rule...