People's Park Chinatown Development Pte Ltd ((in Liquidation)) v Schindler Lifts (S) Pte Ltd

• Jurisdiction: Singapore
• Judgment Date: 23 October 1992
• Date: 23 October 1992
• Docket Number: Civil Appeal No 44 of 1989
• Court: Court of Appeal (Singapore)

People's Park Chinatown Development Pte Ltd (in liquidation)

Plaintiff

and

Schindler Lifts (Singapore) Pte Ltd

Defendant

[1992] SGCA 69

Yong Pung How CJ

,

L P Thean J

and

S Rajendran J

Civil Appeal No 44 of 1989

Court of Appeal

Personal Property–Chattels–Recovery–Developer contracted with respondent supplier for installation of lifts and escalators in building–Escalators installed but not commissioned–Winding-up order made against developer–Whether escalators were fixtures–Intention of parties as to passing of property–Personal Property–Passing of property–Implied term–Whether term may be implied from correspondence that supplier may unfix escalators and retake possession of them

The appellant, People's Park Chinatown Development Pte Ltd, was the developer of the Chinatown Centrepoint project (“the project”). The appellant called for tenders for the installation of lifts and escalators for the project, to which the respondent, Schindler Lifts (Singapore) Pte Ltd, submitted a successful bid.

The letter of acceptance provided that the respondent was to sign a nominated subcontract with the main contractor who would be appointed in due course. The letter also specified that until the formal agreement was prepared and executed between the main contractor and the respondent, the submission of the respondent's tender together with the appellant's confirmation in the letter of acceptance should constitute a binding agreement.

The main contract was subsequently signed with Sanpete Builders (S) Pte Ltd (“Sanpete”), following which the respondent subcontracted with Sanpete to install and complete the installation of the lifts and escalators in the project.

In a further letter, the parties agreed that payment of the respondent's claims would be made directly by the appellant upon the expiry of a 12-month period from the date of the claim, irrespective of the date of certification. It was expressly stated that this correspondence would form an integral part of the contract documents.

The respondent then delivered six lifts and 17 escalators to the project. Ten of the escalators were hoisted into specially constructed spaces where they rested on their own weight. However, as the power supply had not been connected yet, the lifts were not tested or commissioned. Subsequently, a winding-up order was made against the appellant, following which Sanpete terminated its contract with the appellant. Sanpete's act automatically determined its subcontract with the respondent.

The respondent then sought a declaration that the ten escalators which had been installed but not commissioned belonged to it. The respondent also maintained that the unfixed materials in relation to the installation of the ten escalators, namely, glass panels and handrails, were their property. The respondent argued that property in the escalators would pass to the appellant only upon payment by the appellant to the respondent.

While the trial judge accepted that the ten escalators had become part of the project, he also found that the parties had clearly intended that the property in the escalators should not pass to the appellant except upon payment, after the interim certificate had been issued. The trial judge also found an implied term that the respondent was conferred a right to enter upon the site, unfix the escalators and retake possession of them. The appellant appealed.

Held, allowing the appeal:

(1) The escalators were meant to become integral and permanent features of the building when hoisted into place. The circumstances showed that the escalators were intended to be part of the building and they had in a reasonable sense been made part of the corpus, even though they had not been fully installed. The trial judge was justified in going on to consider whether the respondent had a contractual right to remove the escalators: at [12].

(2) The main contract did not provide specifically for the passing of title in respect of “fixed” goods and materials because the law relating to passing of title in respect of fixtures was well settled. Apart from the question whether there was any contract between the parties after the subcontract had been entered into, there was nothing in the correspondence to indicate what the parties intended as to the passing of property. As such, there was no basis to imply a term under which the respondent was entitled to enter upon the site, unfix the escalators and retake possession of them: at [18].

Gebrueder Buehler AG v Chi Man Kwong Peter [1988] 1 SLR (R) 185; [1988] SLR 24 (refd)

Hobson v Gorringe [1897] 1 Ch 182 (refd)

Holland v Hodgson (1872) LR 7 CP 328 (folld)

Seath & Co v Moore (1886) 11 App Cas 350 (folld)

Jude Benny and Abbas Ali (Joseph Tan Jude Benny & Co) for the appellant

Jimmy Yim and Philip Lam (Drew & Napier) for the respondent.

S Rajendran J

(delivering the judgment of the court):

1 The appellants/defendants were the developers of a project known as Chinatown Centrepoint. Tenders for the installation of the lifts and escalators in the project were...