Seet Peng Yam v Mohamed Mohidin Habibullah

• Jurisdiction: Singapore
• Judge: A P Rajah J
• Judgment Date: 15 March 1988
• Neutral Citation: [1988] SGHC 23
• Docket Number: Suit No 10802 of 1985
• Date: 15 March 1988
• Published date: 19 September 2003
• Year: 1988
• Plaintiff Counsel: Govindarajalu Asokan (Rodyk & Davidson)
• Citation: [1988] SGHC 23
• Defendant Counsel: Anamah Tan (Ann Tan & Associates)
• Court: High Court (Singapore)
• Subject Matter: Land,Sale of land,Conditions of sale,Whether reply unsatisfactory,Option agreement providing for refund of deposit if replies to legal requisitions unsatisfactory,15.5% of property affected by road widening line

Cur Adv Vult

By an option agreement dated 16 June 1984, the plaintiff agreed to sell and the defendant agreed to buy No 91 Still Road for $468,000 subject to the Singapore Law Society`s Conditions of Sale 1981 (Law Society`s Conditions) and the terms of the option agreement. Conditions 15 and 33 of the Law Society`s Conditions read:

15 The property is sold subject to any government road, back lane or other improvement scheme whatever affecting the same, whether mentioned in the particulars or not, and the purchaser shall be deemed to have full knowledge of the nature and effect thereof, and shall make no objection or requisition in respect thereof.

(33) In case of conflict or repugnancy between the above conditions and any special conditions imposed on any sale, the special conditions shall prevail and the above conditions shall be deemed to be modified so far only as is necessary to give full effect to such special conditions.

Term 11 of the option agreement, reads:

The purchase is subject to the purchaser`s solicitors receiving satisfactory replies to the legal requisitions from the various government departments and in the event that the replies to the legal requisitions are not satisfactory, the vendor shall refund to the purchaser the 10% deposit forthwith.

By condition 29 of the Law Society`s Conditions, it is provided that if from any cause whatever (other than by reason of wilful default on the part of the vendor) the purchase is not completed by the day fixed for completion, the vendor is entitled to serve on the purchaser a notice in writing to complete the purchase within 21 days after the day of service of the notice (excluding the day of service), time being of the essence. The said condition 29 further provides that if the purchaser does not comply with the terms of the said notice served by the vendor, then the vendor is entitled to, inter alia, avail himself of the rights and remedies available to him at law or in equity.

The day fixed for completion was 15 October 1984. In compliance with the option agreement, the defendant paid the plaintiff the sum of $46,800, being the 10% deposit on the purchase price, on 4 July 1980.

The defendant, pursuant to term 11 of the option agreement, sent out through his solicitors legal requisitions to various government departments. On or about 24 July 1984, his solicitors received a reply from the Development Control Branch of the Development and Building Control Division that a road line is affecting the said property and that the said property is zoned under the master plan as `residential/major traffic route`. Thereupon, the defendant`s solicitors applied for and received a road interpretation plan from the Public Works Department when it was noted that a substantial area of the said property was affected by a road widening line and that the road widening line cut across a part of the front porch of the said house. In the circumstances, the defendant claims that the answer from the said Development Control Branch to be unsatisfactory and that therefore lie is absolved from completing the contract.

Pursuant to the said term 11, the defendant`s solicitors gave notice to the plaintiff`s solicitors on 14 September 1984 stating that the defendant would not proceed with the purchase and demanded of the plaintiff the refund of the sum of $46,800 forthwith, but the plaintiff has failed to refund to the defendant the sum of $46,800.

By letter dated 16 October 1984, the plaintiff through his solicitors served a notice pursuant to the said condition 29 on the defendant requiring him to complete the purchase within 21 days from the date of the said letter but the defendant has refused to complete the said purchase.

The plaintiff says that he was always ready and willing to complete the said purchase, but that notwithstanding his repeated requests, the defendant has refused to take steps toward completion of the said purchase.

In the circumstances the plaintiff claims:

(a) specific performance of the said option agreement;

(b) all necessary and consequential accounts, directions and inquiries;

(c) damages for breach of contract in lieu of or in addition to specific performance;

(d) a declaration that he is entitled to a lien on the said property for the unpaid balance of the purchase price payable under the said agreement.

Alternatively:

(e) a declaration that the plaintiff is absolved from future performance of his obligations under the said agreement;

(f) damages for breach of contract;

(g) a declaration that the deposit of $46,800 has been forfeited to the plaintiff;

(h) further or other reliefs;

(i) costs.

The defendant in his defence relies on term 11 of the said option agreement and counterclaims from the plaintiff the refund of the 10% deposit and interest thereon at 10% per annum from 14 September 1984 until date of payment.

It was the plaintiff`s case throughout the trial that the defendant is estopped from rescinding the contract on the...