Schindler Lifts (Singapore) Pte Ltd v People's Park Chinatown Development Pte Ltd (in liquidation)

• Jurisdiction: Singapore
• Judge: Lai Kew Chai J
• Judgment Date: 15 June 1990
• Neutral Citation: [1990] SGHC 43
• Docket Number: Originating Summons No 832 of 1988
• Date: 15 June 1990
• Year: 1990
• Published date: 19 September 2003
• Plaintiff Counsel: Jimmy Yim (Drew & Napier)
• Citation: [1990] SGHC 43
• Defendant Counsel: Jude Benny (Joseph Tan Jude Benny & Co)
• Court: High Court (Singapore)
• Subject Matter: Agreement to defer payment,Express terms,Whether property had passed,Privity of contract,Supply and installation of material,Personal Property,Contractual terms,Contract,Materials installed but not commissioned,Whether materials became fixtures,Whether escalators became fixtures in building,Passing of property,Right of owner of chattel to retake possession,Rights subject to terms of contract

Cur Adv Vult

The plaintiffs, who were sub-contractors, sought a declaration against the defendants, who were developers and a company in liquidation, that ten sets of escalators which had been installed but not commissioned belong to them. They also claimed in quasi-contract for the proceeds of sale of the said escalators which had been sold by the liquidators of the defendants. Alternatively, if their main claims were unsuccessful, they also asked for a declaration that the unfixed materials in relation to the installation of the ten escalators, namely, glass panels and the handrails brought to the site and meant to be fixed, were the property of the plaintiffs and for the consequential order that the defendants, having sold them, do pay over the proceeds to them. At the conclusion of the hearing I declared that the ten escalators, including the unfixed glass panels and the handrails, belonged to the plaintiffs. I ordered that the defendants account and pay over to the plaintiffs the proceeds of the sale of these goods with interest. I awarded costs against the defendants.

The plaintiffs submitted that the property in the escalators or, alternatively, the said unfixed materials, not having been completely installed and commissioned, and not having been paid for by the defendants, still remained with the plaintiffs and that the defendants had sold them without their authority. They contended that as between them and the defendants and as a matter of contract and by implication, they had the right to enter upon the site, unfix the escalators and retake possession of them. They abandoned their claim for damages for conversion and they also withdrew before me the proof of debt, which had included claims for the said escalators and the unfixed materials, and which they had filed with the liquidator of the defendants who had neither accepted nor rejected the proof of debt. In defence, the defendants submitted that the said escalators, in view of the material factors which were not really in dispute, had become fixtures and had become part of the land belonging to the defendants and, accordingly, such escalators had become the property of the defendants by operation of law. The defendants also disputed the plaintiffs` contention that the plaintiffs had the right in contract to unfix and retake possession of the escalators.

I now turn to the undisputed material facts. In May 1982, the plaintiffs submitted a tender to the defendants for the installation of lifts and escalators for a proposed hotel with ancillary shopping/cinema on URA land parcel 199 at the junction of New Bridge Road and Upper Cross Street (hereinafter referred to as the project). The defendants were the developers. By a letter dated 29 November 1982, the defendants` architects on behalf of the defendants accepted the plaintiffs` tender. The plaintiffs were required to sign a `nominated sub-contract` with the main contractors, Sanpete Builders (S) Pte Ltd (the main contractors). The said letter of the defendants` architects stated, inter alia, as follows: `In accepting your offer, we wish to confirm that you shall sign a nominated sub-contract with the main contractor who will be appointed in due course...`. The letter went on to say that `the sub-contract documents are in the course of preparation and will be ready for signature after the appointment of the main contractor`.

By a letter dated 13 January 1983, it was also agreed between the plaintiffs and the defendants, inter alia, that payment of the plaintiffs` claims would be deferred for a period of 12 months from the date of the claim, irrespective of the date of certification, and that such payment would be made directly by the defendants to the plaintiffs upon the expiry of the deferred payment period. It was also an agreed term that that letter would form an integral part of the sub-contract documents. The plaintiffs laid great stress on the contents of this letter to found their submission that, in consequence, there is privity of contract between the plaintiffs and the defendants and that this agreement for deferred payment by the defendants plainly indicated that as between them property in the escalators did not pass from the plaintiffs to the defendants until full payment had been made to and received by the plaintiffs.

On or about 6 December 1984, the plaintiffs signed the sub-contract with the main contractors. It was provided that the conditions of the sub-contract were supplemental to the main contract dated 22 May 1984 and entered into between the defendants and the...