Petrie Christopher Harrisson v Jones Alan and Others
Jurisdiction | Singapore |
Judge | V K Rajah J |
Judgment Date | 07 March 2005 |
Neutral Citation | [2005] SGHC 49 |
Citation | [2005] SGHC 49 |
Date | 07 March 2005 |
Year | 2005 |
Plaintiff Counsel | Alvin Yeo SC, Nishith K Shetty and Rajan Menon Smitha (Wong Partnership) |
Docket Number | Originating Summons No 1130 of 2004 |
Defendant Counsel | Tan Kok Quan SC, Eddee Ng, Ang Wee Tiong and Ann Tay (Tan Kok Quan Partnership) |
Court | High Court (Singapore) |
Published date | 10 March 2005 |
7 March 2005 |
Judgment reserved. |
V K Rajah J:
1 The Tanglin Club (“the Club”) was founded almost 140 years ago with the object of providing social and recreational amenities for its members. It is a well-known club in Singapore enjoying a membership of about 5,500 composed of approximately 70 nationalities. The homepage of its website claims that it is a “home away from home … providing a calm respite from the hustle and bustle of city life” [emphasis added]. However, if recent events are anything to go by, it would appear that managing the Club has been anything but a placid or peaceful affair. In the last few years, members have regrettably resorted, with dismaying regularity, to litigation to settle their differences. These proceedings are a testament to the ongoing saga of floundering relationships within its membership. While it is crystal clear that many members have strong and intense views about the affairs and future of the Club, such views have once again lamentably evolved unduly into uncompromising and intractable stances, culminating in yet another instance of deadlock. That the members of a club of such standing are unable to resolve their differences sensibly and amicably is both unfortunate and disappointing.
The parties
2 The plaintiff is an ordinary member of the Club. The first 11 defendants are the current members of the General Committee (“GC”) of the Club, for the period 2004/2005. The duty of a GC pursuant to r 5(ii) of the Tanglin Club Rules 2003 (“the Rules”) is to organise and supervise the daily activities and administration of the Club. It is the primary-decision making body in the Club, subject only to the scrutiny of members at a general meeting. A GC manages the Club on a yearly basis. Members of the GC are all volunteers while full-time employees of the Club implement the GC’s decisions. The 12th defendant is the Club.
The factual matrix
3 In or about 2002, some members of the Club felt that an overhaul of the Club’s existing facilities as well as the addition of new facilities would serve the Club’s long-term interests. Pursuant to this objective, a Special General Meeting (“SGM”) of the members was convened on 27 November 2002 (“November 2002 SGM”) to sanction an upgrading plan.
4 At the November 2002 SGM, it was resolved that a design competition be held to draw up a “Master Plan” identifying facilities in need of upgrading as well as new facilities to be built for the enjoyment of members. The parameters of the design competition were determined by reference to a “Needs and Wish List” compiled pursuant to extensive feedback from members.
5 The members resolved, inter alia:
1(a) To proceed to the Design Competition (the Competition) for the Concept Master Plan and set up a Master Plan Committee (MPC) comprised [sic] and to carry out the functions as set out in Annex A, including the expenditure of up to $120,000 plus GST (if any) in fees, costs and competition awards; and
(b) subject to members giving approval at a future General Meeting to the winning design derived from the Competition, to embark on the initial phase of the Master Plan at a total cost (including professional fees and other associated expenses) not exceeding $11 million, plus GST thereon (if any); which would include the kitchen renovations set out in Resolution 2 below.
6 Following the passing of these resolutions, the design competition was held. The winning design was adjudged to be that submitted by RSP Architects & Planners (“the winning design”). It was selected on or about 4 August 2003 and officially announced in the September 2003 edition of the Club’s Magazine.
7 In the months that followed, the preceding GC (“2003/2004 GC”) painstakingly fine-tuned the winning design. It expended considerable time and effort both in finalising the proposals as well as in updating and engaging the members in the proposed upgrading plans. This was done through, inter alia, newsletters, a suggestion book and feedback forms. Several sub-committees also convened meetings to gather feedback. All in all, it was an extensive exercise consuming much of the time and energy of the 2003/2004 GC as well as the Master Plan Committee (“MPC”), formed to co-ordinate efforts. The individuals forming these committees, all volunteers, spent countless hours in an attempt to realise a vision that they ardently viewed as essential to the Club’s long-term interests. Dr Alex Ooi, then president of the Club, observed in a tone of cautious optimism in his message published in the January 2004 issue of the Club’s in-house magazine:
It has been a long and tedious process to garner consensus, ensure transparency and hammer out details so that they are at most favour [sic] for the Club. We never expected that we will meet everyone’s expectations but please rest assured that it is not for want of trying to be able to. [emphasis added]
8 The proposed plans literally stirred up a hornet’s nest. A number of members formed the view that the 2003/2004 GC’s proposals were plainly over the top. Some even insisted that the 2003/2004 GC return to the drawing board to formulate more modest proposals. Concerns were also voiced over the potential depletion of the Club’s reserves. Battle lines were drawn. The 2003/2004 GC’s resolve, however, was adamantine. It was decided to place the proposals before an SGM for 22 March 2004 (“March 2004 SGM”) with a view to approving the modified Master Plan and ultimately sanctioning the development contemplated in Resolution 1(b) of the November 2002 SGM (see [5] above). The resolutions proposed by the 2003/2004 GC, purportedly passed during this March 2004 SGM, are at the heart of the present proceedings.
The March 2004 SGM
9 The actual voting on the resolutions tabled at the March 2004 SGM was effected through a secret ballot. This procedure was adopted with the consent of the members present though no formal resolution or motion was passed. Each attending member was handed a ballot slip. However, prior to the actual voting exercise, some members complained about the manner in which the resolutions had been posed in the ballot slips. Further, although the final version of the ballot slip had not been shown at the earlier feedback sessions, it appears that some shortcomings in the earlier versions had previously been raised. In particular, certain members had taken exception to the voting entitlement of members dissenting on the need for the proposed upgrading exercise in the first place. For ease of reference, I have annexed to this judgment a copy of the actual ballot slip employed during the March 2004 SGM.
10 It would be helpful at this juncture to examine the contents of the ballot slip. Resolution 1A proposed that the modified Master Plan be approved and adopted by the members as “the road map to update and upgrade the Club”. Members who voted against Resolution 1A were expressly precluded from voting on any of the following three expenditure options provided in Resolution 1B (“the Options”). The Options were as follows:
(a) Members voting for Option 1 would be endorsing only Phase 1 of the upgrading works with costs capped at $11m (“Option 1”).
(b) Votes cast for Option 2 approved the upgrading works for Phase 1 and Phase 2 with costs capped at $19m (“Option 2”).
(c) Option 3 provided for the full upgrading works (Phases 1, 2 and 3) at an estimated cost of $23m (“Option 3”).
11 The plaintiff asserts that members who did not wish to adopt the modified Master Plan as the “road map” for the Club’s long-term upgrading works were effectively disenfranchised and improperly deprived of their entitlement to cast a vote on:
(a) the extent to which the upgrading works of the Club would be carried out (Phase 1, 2 or 3); and
(b) the amount of expenditure to be expended on the upgrading works.
12 Rule 38(ii) of the Rules (“r 38(ii)”), which is pertinent to this issue, expressly states that:
Every resolution shall be decided by a simple majority of the Members present and voting at any meeting at which such resolution is discussed, save where by these Rules any other majority is required. Such decision shall be binding on all Members. [emphasis added]
13 The plaintiff also unhappily complains that by permitting only members who voted in favour of Resolution 1A to subsequently vote on Resolution 1B (collectively “the Resolutions”), the requirement in the Rules that “every resolution shall be decided by a simple majority of the members present and voting” was nakedly transgressed; hence, the purported outcome of Resolution 1B was ultra vires r 38(ii). It bears reiterating that during the course of the meeting, some members had indeed raised this issue claiming that they would be disenfranchised if they voted “No” to Resolution 1A and were thereafter prohibited from voting on Resolution 1B. The chairman of the March 2004 SGM, Dr Alex Ooi, chose to disagree with such a view and proceeded with the voting exercise.
14 It is also noteworthy that a member had proposed a motion to postpone the vote to a later date in order to consider other avenues for resolving differences in views. However, the motion to adjourn the vote was defeated by 170 votes to 150 votes.
15 Out of the 410 members who cast votes at the March 2004 SGM:
(a) 179 members voted “No” to Resolution 1A (as a result of which they were not allowed to vote on Resolution 1B);
(b) 231 members voted “Yes” to Resolution 1A;
(c) From the 231 members who voted in favour of Resolution 1A and who were then permitted to cast a vote on Resolution 1B:
(i) 55 voted for Option 1 ($11m);
(ii) 82 voted for Option 2 ($19m);
(iii) 93 voted for Option 3 ($23m).
As it commanded the largest number of votes among the Options, Option 3 was then hailed by the chairman of the SGM as the prevailing outcome of the ballot. Assuming subsequently that it had indeed the mandate to implement Option 3, the 2003/2004 GC proceeded to implement it in due course. The first to 11th...
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