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

• Jurisdiction: Singapore
• Judge: Goh Joon Seng J
• Judgment Date: 11 January 1993
• Neutral Citation: [1993] SGCA 2
• Docket Number: Civil Appeal No 51 of 1992
• Date: 11 January 1993
• Published date: 19 September 2003
• Year: 1993
• Plaintiff Counsel: Wong Chee Keong and Sharon Koh (Lee & Lee)
• Citation: [1993] SGCA 2
• Defendant Counsel: Terrence Wong (Colin Ng & Partners)
• Court: Court of Appeal (Singapore)
• Subject Matter: Whether single subsidiary proprietor holding more than 50% of share value can form quorum,Land,Meetings,Management corporation,Third Schedule para 3(1) & (2) Land Titles (Strata) Act (Cap 158, 1988 Ed),Strata titles,Annual general meeting

The plaintiffs are the subsidiary proprietor of a lot in the subdivided building known as Wisma Atria, Orchard Road, Singapore (`the building`), and as such hold 25.77% of the share values thereof. The first defendants are the subsidiary proprietor of the remaining lots thus holding 74.23% of the share values. The second defendants are the management corporation of the building constituted on 26 September 1989.

On 12 September 1991 the first defendants, on behalf of the second defendants, gave notice to the plaintiffs of the first annual general meeting to be held on 27 September 1991 at 4pm at Wisma Atria, #14-04/06. Enclosed with the notice were the agenda, accounts and proposed resolutions to be considered at the meeting.

On 26 September 1991, the plaintiffs wrote to the second defendants seeking clarification on three of the proposed resolutions touching on:

(i) the increase in contributions to the management fund;

(ii) the appointment of the first defendants as the managing agents; and

(iii) the delegation of all the powers, duties and functions of the chairman, secretary or treasurer of the management corporation and council to the managing agents.

The plaintiffs also stated that they `would not be able to attend the 1st AGM without the aforesaid clarifications given by [the second defendants] and sufficient time given to [them] thereafter to consider the matter carefully`.

On 1 October 1991, the first defendants wrote to the plaintiffs stating that the meeting scheduled for 27 September 1991 could not be proceeded with, without the presence of the plaintiffs, there being only two subsidiary proprietors. The first defendants also said that the first annual general meeting had to be convened `within one month of the expiry of the initial period (that is 25 September 1991)` and proposed a meeting to resolve any issues relating to the management corporation.

On 8 October 1991, the plaintiffs wrote to the first defendants seeking further clarification on the accounts and information on other proposed resolutions.

Receiving no reply, though there were several telephone conversations, the plaintiffs on 12 October 1991 sent a reminder. On the same day, the first defendants wrote to the plaintiffs as follows:

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 199. A copy of 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 will be discussed in the meeting. We believe you are well versed with the Land Titles (Strata) Act. In order not to delay matter, we suggest 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 or you may wish to inform Ms Choun Oei Choo at telephone No 2358177.

On 17 October 1991 the plaintiffs replied:

...We are afraid that without these clarifications being given to us before the meeting, we will not be able to consider the matter fully and properly and cast our votes in accordance with the

...