Quek Kwee Kee Victoria v Quek Khuay Chuah

• Jurisdiction: Singapore
• Judgment Date: 16 July 2014
• Date: 16 July 2014
• Docket Number: Originating Summons No 1018 of 2013
• Court: High Court (Singapore)

Quek Kwee Kee Victoria (in her personal capacity and as executor of the estate of Quek Kiat Siong, deceased) and another

Plaintiff

and

Quek Khuay Chuah

Defendant

[2014] SGHC 143

Judith Prakash J

Originating Summons No 1018 of 2013

High Court

Contract—Contractual terms—Implied terms—Parties entered into settlement agreement to sell property—Market price to be appraised by third party valuer—Settlement agreement did not contain words ‘final and binding’—Seller alleged appraised value was not market value—Whether appraised value should be substituted

Equity—Remedies—Specific performance—Seller refused to sell property—Whether just and equitable to compel seller to sell property at appraised value

The plaintiffs and the defendant were related to each other and to Quek Kiat Siong (‘the deceased’). Disputes arose regarding the bequests made by the deceased to various beneficiaries, including the plaintiffs and the defendant. These resulted in the beneficiaries filing lawsuits against each other. Following mediation, the beneficiaries entered into a settlement agreement (‘the Settlement Agreement’). Clause 6 of the Settlement Agreement stated that it was intended to be a full and final settlement of all the lawsuits.

Under cl 5 of the Settlement Agreement, the defendant was obliged to sell his one-sixth share in two Joo Chiat properties to the first plaintiff at market value. Such value was to be determined by Knight Frank Pte Ltd (‘Knight Frank’). The Joo Chiat properties were collectively valued at $4.2 m and the first plaintiff stated that she would pay the defendant $700,000, which was the price of a one-sixth share of the Joo Chiat properties.

The defendant was dissatisfied with Knight Frank's valuation as he felt that it was too far off the market price. He subsequently appointed three other valuers to value the properties and obtained an average value of the Joo Chiat properties amounting to $7.5 m. He proposed that the first plaintiff pay him one-sixth of $7.5 m, which was $1,166,220. The first plaintiff refused and sought to compel him to sell his one-sixth share in the Joo Chiat properties to her at $700,000 on the basis that the Knight Frank valuation was final and binding upon the defendant. The defendant refused to sell at this price. The issues before the court were (a) whether Knight Frank's valuation was final and binding upon the parties and (b) whether the court should grant specific performance compelling the defendant to sell his one-sixth share in the Joo Chiat properties for $700,000.

Held, granting the application:

(1) It was the parties' intention that the Knight Frank valuation would be final and binding despite the absence of those words in cl 5 of the Settlement Agreement. The parties did not agree on a price but agreed on a formula for the price to be determined. There was no gap or ambiguity in the provision and thus no room for implication that the price would be ‘fair and reasonable’ or that the market price would be a price either party considered fair and reasonable. There was also nothing bizarre about the choice that could lead to any ambiguity or implication that the valuation done by Knight Frank would have to be supplemented. The defendant was legally represented and could have insisted that more than one valuer be appointed had he wished to: at [23] and [24] .

(2) The valuation could not be challenged unless there was fraud, collusion or manifest error on the face of the valuation. None of the factors was present since fraud was not alleged and Knight Frank's report was sufficiently detailed to show that its valuation was a well-considered one. Merely raising differences between the Knight Frank valuation and other valuations was insufficient to show that it was not the market value or was manifestly erroneous: at [28] and [34] .

(3) Specific performance should be ordered in this case because damages were inadequate and inappropriate. The first plaintiff's purpose in insisting that the defendant transfer his one-sixth share in the Joo Chiat properties was not to take advantage of him in monetary terms but to effect a clean break between him and the other co-owners of the Joo Chiat properties. This was because they could not get along and it was in the interests of all parties that he relinquished his share in the Joo Chiat properties and had nothing more to do with them. Furthermore, the defendant would still obtain a net gain from the sale of his share in the Joo Chiat properties. Therefore, he had to abide by his bargain: at [40] and [41] .

Campbell v Edwards [1976] 1 WLR 403 (folld)

Evergreat Construction Co Pte Ltd v Presscrete Engineering Pte Ltd [2006] 1 SLR (R) 634; [2006] 1 SLR 634 (folld)

Geowin Construction Pte Ltd v MCST Plan No 1256 [2007] 1 SLR (R) 1004; [2007] 1 SLR 1004 (folld)

Holland Leedon Pte Ltd v Metalform Asia Pte Ltd [2011] 1 SLR 517 (distd)

Lee Chee Wei v Tan Hor Peow Victor [2007] 3 SLR (R) 537; [2007] 3 SLR 537 (folld)

Mc Donald's Rest Restaurants Pte Ltd v Wisma Development Pte Ltd [2001] SGHC 375 (distd)

Poh Cheng Chew v K P Koh & Partners Pte Ltd [2014] 2 SLR 573 (distd)

Riduan bin Yusof v Khng Thian Huat [2005] 2 SLR (R) 188; [2005] 2 SLR 188 (refd)

Tan Yeow Khoon v Tan Yeow Tat [2003] 3 SLR (R) 486; [2003] 3 SLR 486 (folld)

Supreme Court of Judicature Act (Cap 322, 1985 Rev Ed) First Schedule para 14 (consd)

Koh Swee Yen, Sim Mei Ling and Tang Shangwei (Wong Partnership LLP) for theplaintiffs

Lye Hoong Yip Raymond, Cheryl Yeo and Lim Lee Ling Colleen (Union Law LLP) for the defendant.

Judith Prakash J

Introduction

1 The late Mr Quek Kiat Siong (‘the deceased’) generously bequeathed his substantial estate comprising several properties to his siblings and their children. Unfortunately, after his death, various disputes over the bequests he had made arose among the beneficiaries and these resulted in a number of law suits. Subsequently, the various parties were persuaded to go for mediation. This process was successful and on 21 March 3013 a settlement agreement (‘the Settlement Agreement’), which ostensibly resolved all the difficulties, was signed by six parties including the present plaintiffs and defendant. However, later there were problems in implementing some of the provisions of the Settlement Agreement and these problems led to the present proceedings.

2 This dispute involved three of the deceased's beneficiaries: his sister, the first plaintiff; his brother, the defendant; and his nephew, the second plaintiff. The plaintiffs are also the executors of the deceased's estate (‘the Estate’).

3 The dispute concerned three properties belonging to the Estate, to wit:

(a) 95 Joo Chiat Road, Singapore 427389 (‘95 Joo Chiat’);

(b) 97 Joo Chiat Road, Singapore 427391 (‘97 Joo Chiat’) (‘collectively, the Joo Chiat properties’); and

(c) 18 Tembeling Lane, Singapore 423486 (‘18 Tembeling Lane’).

These properties were dealt with in the Settlement Agreement as well and the plaintiffs' position in these proceedings was that the defendant had undertaken certain obligations in the Settlement Agreement in relation to the properties which he had failed to fulfil. The proceedings were started to compel the defendant to perform those obligations.

4 Clause 4 of the Settlement Agreement dealt with 18 Tembeling Lane. It provided for the defendant, who was occupying the property with his family, to make certain payments in respect of utilities, mortgage instalments and property tax falling due in respect of 18 Tembeling Lane. It also provided that the property was to be sold in the open market no later than five years from the date of the Settlement Agreement. The plaintiffs, complaining that the defendant had failed to make the payments required by the clause, asked me to order an immediate sale of 18 Tembeling Lane. The defendant objected on various grounds. I declined to order an immediate sale but made orders for payment of half of the mortgage instalments by the defendant on the basis that if at any time he was in arrears of two months' payments, the plaintiffs would then be at liberty to sell 18 Tembeling Lane in the open market. There has been no appeal against these orders and I therefore will say no more in these grounds about the circumstances and reasons for the orders affecting 18 Tembeling Lane.

5 In respect of the Joo Chiat properties, the first plaintiff sought specific performance...