Ng So Hang v Wong Sang Woo

• Jurisdiction: Singapore
• Judge: Aedit Abdullah J
• Judgment Date: 16 July 2018
• Neutral Citation: [2018] SGHC 162
• Court: High Court (Singapore)
• Docket Number: Suit No 105 of 2016
• Year: 2018
• Published date: 15 May 2019
• Hearing Date: 18 July 2017,26 July 2017,28 July 2017,21 July 2017,20 July 2017,23 January 2018,27 July 2017,25 July 2017,02 August 2017,19 July 2017
• Plaintiff Counsel: Chan Yew Loong, Justin & Neo Wei Chian Valerie (Tito Isaac & Co LLP)
• Defendant Counsel: Keh Kee Guan (Pacific Law Corporation), Nicholas Jeyaraj s/o Narayanan & Cheryl Chan (Nicholas & Tan Partnership LLP)
• Subject Matter: Trusts,Constructive trusts,Resulting trusts,Equity,Estoppel,Proprietary estoppel,Defences,Limitation,Laches
• Citation: [2018] SGHC 162

Aedit Abdullah J: Introduction

The Plaintiff claimed that a property held in the joint names of the Plaintiff and Defendant at St Martin’s Drive (“the Property”) was held beneficially by her solely. The Defendant denied this claim, arguing that there was a common intention constructive trust, or alternatively proprietary estoppel, entitling him to a beneficial half share. The circumstances of the purchase, the contributions made by each side, as well as the background relationship between the two parties were put in issue. I found that the Plaintiff made out her case, while the Defendant failed to do so. I thus granted the Plaintiff the declaration sought. The Defendant has now appealed.

Background

The Plaintiff, a Hong Kong resident, met the Defendant, a Singapore citizen, in or around 1989. ¹ The nature and extent of the relationship between the two thereafter was disputed. The Plaintiff claimed that they were only business associates, companions and flat mates; they had separate households under the same roof.² The Defendant claimed that they were de facto husband and wife.³

The business dealings between the two involved a Hong Kong company, Zanawa Limited, and a Shenzhen company, Zawana Fashion (Shenzhen) Co Ltd (“Zawana Fashion”) (collectively “the companies”). The Defendant was the Chairman, and the Plaintiff the General Manager of Zanawa Limited.⁴ In respect of Zawana Fashion, the Defendant was the legal representative while the Plaintiff was the General Manager of the same.⁵ The Plaintiff and the Defendant were shareholders of Zanawa Limited.⁶ Zawana Fashion was wholly-owned by another company known as Parka Lam Fashion (Hong Kong) Company Limited which the Plaintiff had an interest in.⁷ The Plaintiff’s second eldest sister was also involved in the work of these companies.⁸

In 2005, the Property was purchased in the joint names of the Plaintiff and Defendant.⁹ The purchase price was S$3,102,300.¹⁰ The purpose of the purchase was disputed as was the state of their relationship.

The mortgage was fully redeemed in 2010.¹¹

In 2016, the Plaintiff commenced the current suit, seeking a declaration that the Property belonged beneficially to her alone, as well as an order for transfer of rights, title and interests in the Property to the Plaintiff by the Defendant.¹² The Defendant counterclaimed for an order that the Property be sold in the open market and the net proceeds be divided between the Plaintiff and Defendant in equal shares. In the alternative, the Defendant counterclaimed for the sum of S$1,541,748.50 being money received by the Plaintiff from the Defendant. The Defendant also counterclaimed for his share of rental proceeds.¹³

Plaintiff’s case

The Plaintiff argued that no common intention constructive trust or proprietary estoppel arose. Instead, a resulting trust arose in her favour, based on her contributions towards the purchase price of the Property.

The Plaintiff claimed that she had made all of the contributions to the purchase of the Property, including the down-payment, the balance of the deposit, the mortgage repayments and redemption payment. While the Defendant alleged that there were sums unaccounted for, these sums were minimal (approximately 10%) and were in any event validly explained by the Plaintiff.¹⁴ In contrast, the Defendant was not able to show that he made any contributions.¹⁵ There was no evidence of the Defendant’s contributions through investments or profits or otherwise, or that any of the moneys towards the acquisition of the Property came from the companies.¹⁶ There were serious doubts as to the veracity and authenticity of the cheque contributions that the Defendant claimed he had made.¹⁷ In any event, the supposed contributions by the Defendant were not contributions to the Property and were instead either contributions towards the household expenses,¹⁸ gifts to the Plaintiff,¹⁹ or payment towards the renovation and repair of a Hong Kong property at which the Plaintiff and Defendant resided for a period of time (“Casa Marina”).²⁰

In respect of the Defendant’s assertion that there was a common intention constructive trust, the Plaintiff denied that there was any common intention formed. ²¹ No representation, assurance or promise were made.²² The Property was not intended for their joint retirement.²³ The fact that the Property was registered in their joint names did not indicate an intention to share the Property.²⁴ The Plaintiff had only agreed to include the Defendant’s name on the basis that he would have to make half of the payment.²⁵ There was in fact conduct inconsistent with any representation, assurance or promise having been made: the Defendant had sent a newspaper clipping with remarks to the Plaintiff that showed he treated the Property as hers;²⁶ messages sent by the Plaintiff to the Defendant and an email sent by the Plaintiff to their conveyancing lawyer showed that the Plaintiff had made a decision to sell the Property on her own and the Defendant had not asserted his half share until months later.²⁷ The Property was in fact registered in joint names only for convenience.²⁸ In any event, there was no detrimental reliance by the Defendant.²⁹

The parties did not have a long and loving relationship. The Plaintiff was not registered as the Defendant’s wife, and was not a member of the Defendant’s household under the Hainan Household Registration System unlike as claimed by the Defendant. There was nothing to show that the parties were a couple.³⁰ The facts also did not support the Defendant’s assertions that he had provided opportunities to the Plaintiff.³¹

No presumption of advancement should apply.³²

In the event that a common intention for the Property to be shared equally at the time of the purchase of the Property was found, the subsequent common intention in or around end-2009 was for the Plaintiff to be the sole beneficial owner.³³

Defendant’s case

The Defendant argued that there was a common intention constructive trust, proprietary estoppel, and presumption of advancement which operated in his favour.³⁴

The Defendant submitted that there was an intimate relationship between the Plaintiff and the Defendant.³⁵ The documentary evidence including various photographs and messages indicated that a romantic relationship existed between the Plaintiff and Defendant. They had gone on cruises and holidays to various destinations. They treated each other as husband and wife in front of others.³⁶ The two of them built up the companies together.³⁷ They had also shared apartments and living arrangements for many years.³⁸

A common intention existed at the time of the purchase of the Property³⁹ that the Plaintiff and the Defendant would be joint owners of the Property and hold the shares in the Property legally and beneficially as joint tenants. The Plaintiff and the Defendant would both contribute towards the payment of the Property. However, regardless of the amount of contribution each of them made towards the purchase price, the common intention was that both the Plaintiff and the Defendant were to be legally and beneficially entitled to half of the Property and that any difference in contribution between the parties would constitute a gift to the other in view of their loving relationship. The survivor would have the right of survivorship and inherit the property. The parties would obtain a bank loan to help pay for the Property which was to be taken in their joint names and for which each of them would be jointly and severally liable. There was no subsequent change in this common intention.⁴⁰

Aligned with the common intention, the Plaintiff and the Defendant both contributed towards the purchase of the Property.⁴¹ The Plaintiff and Defendant obtained a housing loan to finance the purchase of the Property, under which they were both jointly and severally liable. The Defendant did share the responsibility of bearing the mortgage payments with the Plaintiff and had made several payments by way of cash and cheques issued to the Plaintiff.⁴² According to the Defendant, the Plaintiff had failed to prove that she had made 100% of the payments towards the purchase of the Property.

Even if no common intention existed, the presumption of advancement rebutted the presumption of a resulting trust, in the light of the nature of the relationship between the parties.⁴³

Alternatively, a proprietary estoppel arose in the Defendant’s favour. The Plaintiff represented to the Defendant that he would be entitled to a half share even if he did not pay the equivalent towards the purchase price, and that any difference in the contribution towards the purchase price would be treated as a gift from the Plaintiff.⁴⁴ In reliance on the Plaintiff’s representation that the Defendant would be entitled to a half share of the Property, the Defendant agreed to execute the option to purchase and sale and purchase agreement, and be a joint borrower and mortgagor of property. The Defendant was jointly and severally liable with the Plaintiff for the S$2 million housing loan taken in July 2005. He had also issued cheques in favour of the Plaintiff in reliance of the Plaintiff’s representations. It would thus be unconscionable to allow the Plaintiff to resile from her representation.⁴⁵

The Defendant also argued that the Plaintiff’s claim which was brought in February 2016 was time barred, or subject to laches.⁴⁶

The decision

I was satisfied that the Plaintiff made out her case that she was entitled to the whole of the beneficial interest in the Property, having made all the financial contributions towards the purchase of the Property, and that the Defendant failed in his counterclaim. Any money received by the Plaintiff from the Defendant was for other purposes, and did not constitute the Defendant’s contributions towards the Property. There was also no common intention to share the Property.

I preface my analysis...