Shiffon Creations (S) Pte Ltd v Tong Lee Co Pte Ltd

CourtCourt of Three Judges (Singapore)
JudgeChan Sek Keong J
Judgment Date20 November 1990
Neutral Citation[1990] SGCA 14
Citation[1990] SGCA 14
Subject MatterRemedies,Sale and purchase of property,Specific performance,s 17 Courts Ordinance 1955,Damages,Claim for specific performance and damages in lieu of specific performance,s 10 Courts Ordinance No 3 of 1878,Practice and procedure,Whether agreement precluded damages,Whether court had jurisdiction to award damages in lieu of specific performance,Contract,Chancery Amendment Act 1858 (Lord Cairns' Act)
Defendant CounselMichael Kuah Kim Huat (Lee & Lee)
Published date19 September 2003
Plaintiff CounselLiu Yuen Ming and C Trinel (Lim Ganesh & Liu)
Docket NumberCivil Appeal No 2 of 1988
Date20 November 1990

Cur Adv Vult

This appeal concerns the liability of the vendors in this case to pay damages in contract or in equity for delay in completion of the sale of a factory unit within an industrial building. In the High Court it was held after a trial that an order for specific performance was not necessary since legal completion of the sale and purchase had taken place in between the adjourned hearings and before judgment. In relation to the purchasers` claims for damages at law under the agreement for sale and purchase, the learned judge took the view that cl 11 of the agreement as a matter of construction precluded him from awarding any damages at law. The learned judge, however, was of the opinion that cl 11 did not preclude an award of damages in lieu of specific performance because this action was instituted purely for the equitable relief of specific performance and for damages in addition to or in lieu of specific performance. However, that opinion of the learned judge did not result in an award in favour of the purchasers for damages in lieu of specific performance because the learned judge came to the conclusion that the High Court has no jurisdiction to award damages in lieu of specific performance. Not satisfied with those decisions, the purchasers brought this appeal.

In 1976 the respondents were in the course of developing an industrial building at Kallang Pudding Road, Singapore. By an agreement dated 16 November 1976 they agreed to sell to a company, JC Tuin (Pte) Ltd (original purchasers) a factory unit on the seventh floor of the building at the price of $162,120. The purchase price was payable by instalments. It was intended that the land and industrial building would be brought under the Land Titles Act and that subsidiary strata certificates of title would be issued to the proprietors of each factory unit within the industrial building. By early 1978 the original purchasers took possession of and occupied the factory unit.

In mid-1982 the original purchasers of the factory unit agreed to sell their equitable interest in the factory unit to the appellants at the price of $607,950. As strata title to the factory unit had not been issued, it was agreed under the tripartite arrangements (a) that the original purchasers would by a deed assign to the appellants all their rights and interest in the factory unit; and (b) that the respondents would enter into a fresh sale and purchase agreement with the appellants on terms similar in all respects with those contained in the earlier agreement except that the appellants were substituted or replaced as the purchasers. These tripartite arrangements were carried into effect on or about 24 September 1982.

It was the common case in this appeal that in September 1982 the prospects of the issue of the strata title for the factory unit were still a long way away because of two unresolved issues. The development of the industrial building was illegal in two respects. The addition of the pump house and water room on the roof of the building and the increase in its total floor area, as a result of the wider spacing of the columns by 6 inches, had not been approved by the competent building authorities. In consequence, the architect of the building project was prosecuted and the subdivision of the land and the regularization of the additions to the building were not resolved for more than two years after the appellants had agreed to purchase the factory unit.

When the appellants entered into the agreement to purchase the factory unit, they did not know and they were not advised by their solicitors of the two legal impediments which were still outstanding and which were delaying the stratification of the industrial building under the Land Titles (Strata) Act. In fact, they learned of them when they sought re-financing from another bank and were told of the two problems as a result of which the other bank rejected the equitable mortgage of the factory unit offered by the appellants. Following this revelation, the appellants through their solicitors pressed the respondents for information. They drew a blank and were compelled to file the originating summons on 30 October 1984.

By an order made in January 1985 the proceedings under the originating summons were ordered to be continued as though begun by writ. The reliefs sought by the appellants were for (i) an order (in effect for specific performance) compelling the respondents to do all acts necessary to obtain subdivision approval under s 9(3) of the Planning Act and the transfer of strata title of the factory unit; and (ii) an inquiry as to damages.

On 5 November 1985 approval from the competent authority was obtained for the building plans of the building. It was a matter of a few months before subdivision and strata title plans would be approved, after which strata titles to all the factory units within the industrial building would also be issued.

The learned judge began hearing in January...

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2 cases
  • Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua
    • Singapore
    • Court of Three Judges (Singapore)
    • 2 August 2018
    ...Singapore” (1988) 30 Mal LR 79). The subsequent decision of this Court in Shiffon Creations (Singapore) Pte Ltd v Tong Lee Co Pte Ltd [1990] 2 SLR(R) 472 did not cast any further light on this issue. In any event, legislative clarification did in fact arrive in the form of para 14 of the Fi......
  • Jethanand Harkishindas Bhojwani v Lakshmi Prataprai Bhojwani
    • Singapore
    • High Court (Singapore)
    • 16 November 2021
    ...Seow Teck Ming v Tan Ah Yeo [1991] 2 SLR(R) 38; [1991] SLR 169 (folld) Shiffon Creations (Singapore) Pte Ltd v Tong Lee Co Pte Ltd [1990] 2 SLR(R) 472; [1990] SLR 141 (refd) Shravan, The [1999] 2 SLR(R) 713; [1999] 4 SLR 197 (refd) Sim Kon Fah v JBPB and Co [2011] 4 HKLRD 45 (refd) Stratech......

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