Lal Hiranand v Kamla Lal Hiranand

• Jurisdiction: Singapore
• Judgment Date: 29 January 2007
• Date: 29 January 2007
• Docket Number: Civil Appeal No 3 of 2006
• Court: Court of Appeal (Singapore)

Lal Hiranand

Plaintiff

and

Kamla Lal Hiranand

Defendant

[2007] SGCA 5

Chan Sek Keong CJ

,

Andrew Phang Boon Leong JA

and

Kan Ting Chiu J

Civil Appeal No 3 of 2006

Court of Appeal

Contract–Contractual terms–Rules of construction–Interpretation of clause in deed–Whether parties' testimony as to intention in entering into deed may be taken as form or substance of parties' undertakings in deed–Applicable principles–Contract–Remedies–Specific performance–Whether specific performance of certain clauses in deed should be ordered where meaning of such clauses uncertain–Whether court may remedy uncertainty to give effect to clauses

The appellant and respondent, husband and wife until 2002 when a decreenisi dissolving the marriage was granted, were involved in numerous disputes over the estate of the appellant's late father (“MHR”). MHR made a will dated 24 April 1986 (“the 1986 will”) in which he named his wife (ie,the appellant's mother) and the appellant as beneficiaries. Under this will, the respondent was not to receive anything.

The disputes began when the respondent claimed that MHR had revoked the 1986 will and replaced it with another will dated 22 November 1988 (“the 1988 will”). Under the 1988 will, the appellant and the respondent were to get 25% of MHR's estate each. The appellant disputed the authenticity of the 1988 will.

The parties entered into a deed dated 28 May 1999 (“the deed”). Clause 2 of the deed stated: “ [T]he [appellant] undertakes to implement and faithfully carry out all the wishes of the deceased as manifested and executed by the deceased in the 1988 Will both in substance and according to the spirit of the 1988 Will notwithstanding that the 1988 Will may in any way be defective or unenforceable in law.”

An action was initiated by the appellant who sought to set aside the deed, while the respondent counterclaimed for the specific performance of the deed.

The trial judge found that the deed was enforceable as a contract although the 1988 will was a forgery. The trial judge dismissed the appellant's claim and allowed the respondent's counterclaim. The appellant appealed against the trial judge's decision contending, inter alia, that no effect should be given to cl 2 of the deed on the basis that the 1988 will was not a genuine will of MHR and that cll 6, 7 and 9 of the deed, which made reference to “Hiranand family companies”, were unenforceable because of uncertainty as to what “Hiranand family companies” meant.

Held, allowing the appeal:

(1) Clause 2 was to be read in accordance to the principles by which contractual documents were construed. The statement of the parties' intention to resolve all the outstanding disputes between them was to be taken as the reason for, and not the form or substance of the parties' undertakings in the deed. The appellant's obligations were limited to and governed by the terms of the undertakings. The undertaking in cl 2 to implement and carry out MHR's wishes as manifested and executed by MHR in the 1988 will was conditional on there being a will, executed by MHR, in which he manifested his wishes. With the finding that the 1988 will was forged, cl 2 of the deed did not come into operation, and the order for its performance was set aside: at [24], [27] and [28].

(2) The term “Hiranand family companies” was used as a collective term for the companies that the parties agreed were to be named in the schedule to the deed, and not as the criteria for the identification of the companies. The term, on the face of the deed, was uncertain as there was no schedule attached to the deed. Even if both the appellant and the respondent had believed there was certainty in the term, that would not dispose of the matter. Their beliefs did not give certainty to that uncertain term: at [34], [35] and [42].

(3) Clauses 6, 7 and 9 of the deed, which made reference to “Hiranand family companies”, were so uncertain that no order could be made for them to be performed. Such an order, if made, would create immediate difficulties to the appellant who needed to know what he had to do to comply with the stipulations of these clauses: at [45].

(4) As the term “Hiranand family companies” was not used as the criteria for identifying the companies, the court was unable to cure the uncertainty: at [47].

Bank of Credit and Commerce International SA v Ali [2002] 1 AC 251 (refd)

Brown v Gould [1972] Ch 53 (refd)

Greater London Council v Connolly [1970] 2 QB 100 (refd)

Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 (refd)

Kamla Lal Hiranand v Harilela Padma Hari [2000] 1 SLR (R) 145; [2000] 2 SLR 479,HC (refd)

Kamla Lal Hiranand v Harilela Padma Hari [2000] 2 SLR (R) 801; [2000] 3 SLR 696,CA (refd)

Lloyd's Trust Instruments, Re (24 June 1970) (refd)

Murray v Dunn [1907] AC 283 (refd)

Nicolene Ld v Simmonds [1953] 1 QB 543 (refd)

Tropwind, The [1982] 1 Lloyd's Rep 232 (refd)

Rules of Court (Cap 322,R 5, 2006 Rev Ed)O 57r 9A (5)

Kenneth Tan SC (Kenneth Tan Partnership), Siva Murugaiyan and Parveen Kaur Nagpal (Madhavan Partnership) for the appellant

Michael Hwang SC (Michael Hwang), Roslina bte Baba and Constance Tay (Ramdas & Wong) for the respondent.

Judgment reserved.

Kan Ting Chiu J

(delivering the judgment of the court):

Background

1 The parties before us have been engaged in litigation for several years over the wills and estate of the appellant's father. They eventually entered into a deed of settlement to resolve their differences. Ironically the deed became another area of contention between them. Issues were raised, firstly, whether the settlement is conditional on the authenticity of a will, and secondly, whether some of the terms of settlement are too uncertain to be enforced, and these are the issues we have to deal with in this appeal.

2 The appellant Lal Hiranand, and the respondent, Kamla Lal Hiranand were husband and wife. They were married in 1969, but a decreenisi dissolving the marriage was granted in 2002. There are three children of the marriage, two sons Shaon and Ravine, and a daughter Priya. The two elder children are in their thirties, and the youngest, Ravine is in his late twenties.

3 The appellant's father was Manghanmal Hiranand Ramchandani alias Mangahanmal Hiranand (“MHR”), who passed away in August 1994. MHR made a will dated 24 April 1986 (“the 1986 will”) in which he named his wife (ie, the appellant's mother) and the appellant as beneficiaries. Under the will, the respondent and her three children were not to receive anything.

4 The division of MHR's substantial estate gave rise to a series of legal proceedings between and involving the appellant and the respondent. These first came about because the respondent claimed that MHR had revoked the 1986 will and replaced it with another will dated 22 November 1988 (“the 1988 will” or “the will”), but the appellant disputed its authenticity. Under the 1988 will, the appellant and the respondent were to get 25% of the estate, and her three children were to get 15% each, with the remaining 5% to go to the managers of MHR's businesses.

5 In addition to these two wills, there is another significant document in these proceedings. This is a deed dated 28 May 1999 (“the deed”) entered into between the appellant and the respondent, which provided that:

Whereas:-

1. (a) The [respondent] is the lawful wife of the [appellant]. They have three children, namely: Shaon Hiranand (“Shaon”), Ravine Lal Hiranand (“Ravine”) and Priya Lal Hiranand (“Priya”).

2. (b) An appeal is pending in an action in the High Court of the Republic of Singapore in Suit No. 349 of 1999 touching on the estate of Manghanmal Hiranand Ramchandani @ Manghanmal Hiranand, deceased, wherein the [respondent] is the Plaintiff and one Harilela Padma Hari @ Padma Hari Harilela (“PHH”), one Hari Naroomal Harilela (“HNH”) and the [appellant] are the Defendants AND wherein the [respondent] claims as one of the beneficiaries in accordance, inter alia, under a document intitled “The Last Will of Manghanmal Hiranand Ramchandani” (the deceased) dated 22 November 1988 (“the 1988 Will”).

3. (c) The [respondent] and the [appellant] have agreed that the terms of this Deed shall constitute the full and final settlement of all matters arising out of the said action as between them AND of all their present differences.

Now this deed witnesseth and it is hereby agreed as follows:

1. 1. The [appellant] shall instruct as soon as practicable all his solicitors acting on his behalf not to proceed with divorce proceedings against the [respondent] and shall discharge them from further acting in respect thereof. The parties hereto shall proceed hereafter to effect a reconciliation.

2. 2. The [appellant] undertakes to settle all matters in dispute with the [respondent] (and their said children) out of Court and in particular all disputes in relation to the estate of his late father, the said deceased. In this regard, the [appellant] undertakes to implement and faithfully carry out all the wishes of the deceased as manifested and executed by the deceased in the 1988 Will both in substance and according to the spirit of the 1988...