Scan Electronics (S) Pte Ltd v Syed Ali Redha Alsagoff and Others

• Jurisdiction: Singapore
• Judge: Karthigesu JA
• Judgment Date: 16 May 1997
• Neutral Citation: [1997] SGCA 20
• Docket Number: Civil Appeals Nos 114, 122
• Date: 16 May 1997
• Published date: 19 September 2003
• Year: 1997
• Plaintiff Counsel: P Balagopal and Percy Mendis (Palakrishnan & Partners)for the appellants in CA 114/96 and
• Citation: [1997] SGCA 20
• Defendant Counsel: Bevin Netto (Netto & Netto) and Michael Moey (Moey & Yuen),Tan Teng Muan and Wong Khai Leng (Mallal & Namazie)
• Court: Court of Appeal (Singapore)
• Subject Matter: Pledge,s 35(1) Conveyancing and Law of Property Act (Cap 61),Acquiescence and laches,Grant in effect a limited grant,Defences,Intestate succession,Attorney died intestate,Probate and Administration,Implied authority of agent,Whether personal representatives entitled to appoint trustees,Protective trusts,Power of attorney,Trusts,Power of attorney not transmissible to attorney's personal representatives,Administration of intestate estate,Whether administration of intestate estate completed,Grant of letters of administration to attorney,Validity of trustees' sale of property comprising residuary estate,Whether deceased attorney stood as trustee in relation to residuary estate,Agency,Whether property devolved by way of trust on attorney's personal representatives,Whether assertions of acquiscence and unrasonable delay sustainable,Attorney appointed to obtain grant of administration,Equity,s 40(1)(b) Trustees Act (Cap 337)

Judgment:

KARTHIGESU JA

(delivering the judgment of the court): The principal issue in these three appeals is whether the second, third and fourth respondents in CA 114/96, referred to hereafter as Salim Alhadad, Hashim Alhadad and Ibrahim Alhadad respectively, and collectively, as the Alhadads, had the title to the shophouse, No 13 Jalan Besar, Singapore (`the property`) and were competent to sell and convey it to the appellant in CA 114/96 (`Scan Electronics`).

2. `to apply for and obtain from the Supreme Courts of the Colony of Singapore ... a grant of letters of administration to the estate and effects of the deceased (ie Basalamah) to be granted and committed to the said Attorneys or Attorney but nevertheless for my use and benefit and until I shall duly apply for and obtain a grant of letters of administration of the estate and effects of the deceased to be granted to me and to make all necessary and required applications. to Syed Abdulkader bin Ahmad Alhadad as the duly constituted attorney of Shaikh Ahmad bin Mohamed bin Ali Basalamah for his use and benefit and until he shall come in and apply for a grant of letters of administration to be granted to himself - he the said Syed Abdulkader bin Ahmad Alhadad having been first sworn well and faithfully to administer the same by paying his just debts and distributing the residue of such estate and effects according to law. We, Syed Ibrahim bin Abdulkadir Alhadad, Syed Hashim bin Abdul Kader Alhadad and Syed Salim Alhadad bin Syed Ahmad Alhadad, the personal representatives of the estate of Syed Abdulkader bin Ahmad Alhadad (hereinafter called the vendors) hereby grant you this option Briefly, how this issue and the three appeals arose are as follows: (i). The property was owned and registered in the name of one Mohamed bin Ali bin Faraj Basalamah (`Basalamah`). He died on 11 August 1944, intestate, at Madudah, Hadramaut, Arabia (now Yemen) leaving a wife, two daughters and three sons. His only asset in Singapore was the property.

(ii). Basalamah`s eldest son, Shaikh Ahmad bin Mohamed bin Ali Basalamah (`Ahmad Basalamah`), executed a power of attorney on 12 October 1951 appointing Syed Ahmad bin Abdulkader Alhadad and Syed Abdulkader bin Ahmad Alhadad (`Abdulkader Alhadad`) jointly and severally his attorneys or attorney ` Only Abdulkader Alhadad applied for the letters of administration and a grant was issued to him on 24 November 1953 expressed in these terms: ``

(iii). Basalamah did not leave any debts behind when he died. The property yielded rents and were presumably collected by Abdulkader Alhadad as the administrator of Basalamah`s estate. However he was declared a bankrupt in 1958 and was discharged about 21 years later in 1979. In an affidavit filed in his bankruptcy proceedings Abdulkader Alhadad deposed that he and hisbrother Syed Hassan were administrators of Basalamah`s estate although there is no evidence of a co-administrator ever being appointed. The implication of this must be that during Abdulkader Alhadad`s bankruptcy his brother Syed Hassan collected the rents from the property.

(iv). Abdulkader Alhadad died on 4 June 1981, intestate. Grant of letters of administration in his estate was issued to his wife, Sharifah, and his son Ibrahim Alhadad, above referred to, on 2 December 1982. Some nine years later, on 8 November 1991, they registered the grant against the property and within three months thereafter proceeded to grant an option to one Yeo Ah Ngoh (`Yeo`) to purchase the property at $380,000. They did this as the administrators of the estate of Abdulkader Alhadad. Yeo proceeded to file a caveat against the property citing the option to support his interest in the property.

(v). In the meanwhile, on 8 January 1990, Ahmad Basalamah and his brother Shaik Hassan bin Mohamed bin Ali Basalamah (`Hassan Basalamah`) executed a power of attorney in Yemen appointing the first respondent in CA 114/96, to whom we shall refer hereafter as Alsagoff, their attorney for the purpose of applying for letters of administration de bonis non to Basalamah`s estate and safeguarding the assets belonging to the estate. Accordingly Alsagoff petitioned for letters of administration de bonis non to Basalamah`s estate on 25 June 1990 but for some unexplained reason the grant was not issued until 22 November 1994.

(vi). When Alsagoff learnt in June 1992 that Yeo had lodged a caveat against the property claiming an interest as purchaser derived from the option to purchase given to him by Sharifah and Ibrahim Alhadad as the administrators of the estate of Abdulkader Alhadad, Alsagoff protested to them and told them that they had no right to sell the property and that he was applying for letters of administration de bonis non in the estate of Basalamah to which estate the property belonged. In the event the sale to Yeo did not go through and his caveat was subsequently withdrawn.

(vii). Then Sharifah and Ibrahim Alhadad executed a deed on 13 January 1993 describing themselves as the administrators of the estate of Abdulkader Alhadad and that Abdulkader Alhadad was the last surviving trustee of the property. By this deed they purported to appoint Ibrahim Alhadad and Salim Alhadad, above referred to, as `new trustees` of the property. The deed was registered against the property.

(viii). By a deed executed on 10 February 1993 Sharifah purportedly retired as `a trustee` of the property and Hashim Alhadad, above referred to, was purportedly appointed the ` new trustee` to act together with Salim Alhadad and Ibrahim Alhadad as `the trustees` of the property. The deed was registered against the property.

(ix). Having executed and registered the two deeds against the property, the Alhadads describing themselves as the personal representatives of the estate of Abdulkader Alhadad granted an option to Scan Electronics to purchase the property for $550,000. The option dated 29 May 1993 was granted subject to an order of court sanctioning the sale to be obtained by the Alhadads within 120 days of the exercise of the option. Scan Electronics exercised the option on 22 June 1993.

(x). On 3 August 1993 Scan Electronics lodged a caveat against the property. Significantly the interest claimed was that of a purchaser derived from an option granted to it on 29 May 1993 by the proprietor of the property namely, the estate of Basalamah notwithstanding that the option granted to Scan Electronics on 29 May 1993 was clearly stated in these words, `... ... .`

(xi). On 19 August 1993 Salim Alhadad and Hashim Alhadad in their purported capacities as the personal representatives of the estate of Abdulkader Alhadad applied to court, ex parte, under s 35(2) of the Conveyancing and Law of Property Act to sanction the sale of the property by private treaty for $550,000. This was OS 787/93. The court duly sanctioned the sale of the property which was duly completed on 15 October 1993 by Salim Alhadad and Hashim Alhadad executing a deed of assignment in favour of Scan Electronics.

(xii). On 15 April 1994 Ahmad Basalamah and Hassan Basalamah, two of the beneficiaries in the estate of Basalamah lodged a caveat against the property through solicitors in Singapore.

(xiii). On 21 December 1994 the Alhadads took out SIC 7774/94 in OS 787/93 for an order that the property vested in the estate of Abdulkader Alhadad be vested in them as trustees and for a further order that the sale of the property concluded by them as trustees (to Scan Electronics) on 15 October 1993 be affirmed. Alsagoff who by now had been granted letters of administration de bonis non in the estate of Basalamah obtained leave to intervene to oppose this application. Eventually SIC 7774/94 was dismissed and is now the subject matter of CA 122/96.

(xiv). On 8 May 1995 Alsagoff took out OS 437/95 citing the Alhadads and Scan Electronics as defendants. Various orders challenging the validity of the sale of the property to Scan Electronics and expunging all official records of the sale were claimed. It is not necessary to detail them. Two applications in particular should be referred to. The first was SIC 3129/95 taken out by Scan Electronics on 26 May 1995 for a declaration that it was the lawful owner of the property and the second was SIC 6408/95 also taken out by Scan Electronics on 10 October 1995 claiming a rectification of the deed of assignment dated 15 October 1993 by substituting the words, `property of the estate of the said intestate` (meaning the estate of Basalamah) for the words, `estate of Syed Abdulkader bin Ahmad Alhadad, deceased`, throughout the deed of assignment. Eventually all the orders claimed in OS 437/95 were made and are the subject matter of CA 123/96; SIC 3129 and 6408/95 were dismissed and they are the subject matter of CA 114/96. The other orders made by the learned judge are not under appeal.

3.Summons-in-Chambers No 7774/95 in OS 787/93, OS 437/95 and SIC 3129 and 6408/95 in OS 437/95 were all heard together by Warren LH Khoo J whose reserved judgment is...