Hilborne v Singapore Island Country Club

• Jurisdiction: Singapore
• Judge: Warren Khoo L H J
• Judgment Date: 28 March 1996
• Neutral Citation: [1996] SGHC 53
• Docket Number: Suit No 153 of 1993
• Date: 28 March 1996
• Published date: 19 September 2003
• Year: 1996
• Plaintiff Counsel: Karuppan Chettiar, Myint Soe and Chiok Beng Piow (Murphy & Dunbar)
• Citation: [1996] SGHC 53
• Defendant Counsel: Ronnie Quek and Tan Chuan Thye (Allen & Gledhill)
• Court: High Court (Singapore)
• Subject Matter: Relevance of established rules of practice of the club,Estoppel,Membership,Invocation of r 23(c) of the club's rules permitting deletion of absent member's name on the basis of arrears alone,Established practice of club with respect to billing and sending of reminders,Whether valid,Estoppel by convention,Club having prior practice with respect to billing and sending reminders,Equity,Unincorporated Associations and Trade Unions,Friendly societies,Whether practice constituted course of dealing which limited a club's prerogative in applying and interpreting the rules of the club,Termination of membership owing to absent member's failure to pay subscription fees,Interpretation of club rules,Whether limiting application of r 23(c),Application of contractual principles to interpretation of club rules

Cur Adv Vult

This is yet another suit against the Singapore Island Country Club taken out by a member who feels that his name has been unjustly deleted from the club`s register of members. But it has raised certain issues of fact and law not raised in the previous cases, which compel a reconsideration of views expressed in those cases concerning the operation and effect of the rules of the club.

By way of introduction, the essential facts can be shortly stated. The plaintiff was a well-known member of the Singapore Bar. He started practice here shortly after the war. He retired in 1981, and has been living in England since. He has come back here from time to time for short stays. He had been a member of good standing of the club for over 40 years. After his retirement to England, he had been paying his dues regularly until the club, through the ineptitude of its servants or the inadequacies of the computer systems which they operated, stopped sending him statements of account from June 1989. The statements continued to be generated by the computer, but they were not sent to him. Reminder letters were also generated by the computer but were not sent to him.

Then, some time in July 1991, the plaintiff received a letter from the club dated 30 May 1991. It was a terse letter, telling him that his name had been deleted because his subscription had been in arrears for more than 12 months, and that according to r 23(c) of the rules of the club, he had automatically ceased to be a member for that reason. Rule 23(c) at the time read as follows:

Should an absent member during his period of absence be in arrears of his absent member`s subscription for a period exceeding 12 calendar months he shall automatically cease to be a member of the club.

The monthly subscription was the paltry sum of $10. At the time of his deletion, there was more than enough in the deposit in his account to cover the arrears. The club in fact had to send the balance back to him after his name had been `deleted`.

The deletion of the plaintiff`s name was part of an en bloc exercise involving altogether 113 absent members whose accounts were in arrears for more than 12 months. But the plaintiff did not know that at the time. After he was deleted, he wrote to the club, asking for information about the deletion. He got only terse replies, his queries went unanswered, his request for information was turned down. He was forced to take out these proceedings.

Apart from two isolated instances we know of involving untraceable absent members, this en bloc exercise was the first time in the club`s history as we know it that r 23 (c) had been invoked against absent members merely on account of arrears of subscription. The en bloc exercise came about amidst other events taking place about the club.

The club was occupying land belonging to the Public Utilities Board on a temporary occupation licence at a nominal fee. In the early part of 1991, the Government made known its intention to standardize the system of granting leases to clubs, converting such temporary occupation licences to 30-year leases. The club was one of those targeted for this exercise. Large sums of money were involved, by way of the premium for the lease and the annual property tax. It appears that the size and composition of the membership of the club was a factor of some significance in substantive discussions with the government on the subject of a lease. Mr Harry Tan, the honorary treasurer, gave evidence that without a complete breakdown of the various classes of membership, the club could not begin to have discussions with the government. At a meeting of the finance committee on 22 April 1991, chaired by Mr Harry Tan, a list of absent members who were in arrears of subscription for more than 12 months was tabled for discussion. There were altogether 113 such members and the total owing was about $47,000. The list had been prepared by Mr Leet, the club`s new finance and administration manager.

The inspiration for r 23(c)

It was at this meeting that Mr Yeo, the general manager, mentioned the possibility of dealing with the members by the invocation of r 23(c). The minutes have him as saying that this accumulation of members had come about because r 23(c) had not been invoked in the past. Mr Yeo appears to have acquired first-hand experience with this rule on his own in the following circumstances.

In or around October 1990, the occupant of a house at an address in Singapore complained about having been bothered by letters addressed to an absent member there. It appears that the house had changed hands nearly four years before, but letters from the club had continued to be sent there. This absent member, Mr Ng, had not paid his subscription for nearly as long. Mr Leet discovered the existence of r 23(c) and suggested to Mr Yeo that it be invoked. After attempts at contacting the proposer and seconder of the absent member to no avail, Mr Yeo issued a letter telling him that he had ceased to be a member by operation of r 23(c). With that, the complaint by the occupant of the house was solved, as Leet had promised him.

Mr Leet says that as a result of the Ng case, he had become concerned about the bad debt situation vis-Ã -vis absent members. Mr Leet is an accountant by training. He is young. He joined the club as the finance and administration manager only in August 1990. He wanted to do something about the accumulated arrears. He followed the procedure which had been adopted between him and Mr Yeo in the Ng case. In March 1991 he got a member of the staff, Susan D`Cruz, to contact by phone the proposers and seconders of these absent members. She managed to get some absent members to pay up. However, in the plaintiff`s case, there was no record of any proposer or seconder as he had joined a long time ago. So the words `resigned member` was written against his name. No attempt was made to contact the plaintiff although the club had his current address in England and telephone number. Mr Leet says that `resigned member` was a `standard term` used when it was not possible to contact the proposer and seconder. He says that contacting the proposer and seconder was the `standard procedure`, as it was assumed, contrary to the fact in the plaintiff`s case, that the absent members concerned had all been receiving statements of account and had not paid. He also said it was the established procedure to issue a deletion letter if it was not possible to contact the proposer and seconder. That was the `mindset`, he said.

It was in this way that the list of 113 defaulting absent members was compiled and submitted to the finance committee. Mr Harry Tan, the chairman of the committee, thought that it would be fair to send a warning letter to the absent members concerned before invoking r 23(c). So it was decided that a letter be issued to these defaulting absent members giving them 30 days to pay up. Mr Leet was asked to prepare a draft letter, and he did so.

However, when the matter went before the general committee on 7 May 1991, it was decided that all 113 absent members on the list should be deleted from the register of members with immediate effect. It was also decided not to send the letter drafted by Mr Leet. Mr Harry Tan was at this meeting. He told the court that many members of the general committee thought that since r 23(c) was very clear, there was no need to give the defaulting absent members a chance to pay up. Being a new committee member, and finding himself in the minority, he did not resist the move to delete without giving any prior notice. The plaintiff`s name was thus deleted along with all the other defaulting absent members. None of the general committee members who took this view of r 23(c) has been called to explain their position. That task has been left to Mr Leet, whose personal knowledge of the club`s past practice regarding absent members is far from complete.

What happened in the plaintiff`s case?

I now go into the facts relating to the plaintiff in a little more detail. The materials produced by the club for its members included a monthly magazine, newsletters and circulars, as well as the monthly statements of account. In the case of absent members, who were by definition overseas, it must have been thought that some of them might not wish to receive the materials. So in May 1986, the general manager of the day Mr Edmond PK Wong sent a circular to all absent members asking them to indicate whether they wished to receive these materials, and if so whether by air mail or sea mail. The cost chargeable to the absent member was also set out. The plaintiff replied, indicating that he wished to receive the materials by sea mail. The cost of that was $2.80 per month. The materials were sent to him accordingly.

However, in June 1989, the plaintiff told the club to discontinue sending the club magazine to him. By letter dated 15 June 1989, Mr Rajoo, the personnel and membership manager, acknowledged the plaintiff`s request and told him that the club would act on it. At this point, the computer took over. Although the request was to discontinue only the magazine, the plaintiff`s name was taken off the mailing for all materials which would otherwise have been sent to him. Mdm Chuang Juat Lee, a computer executive of the club, gave evidence that the computer software was not designed to allow a member to be taken off the mailing list in respect of some only of the materials; if a member was taken off the mailing list for one thing, he was taken off for everything else. However, the plaintiff was not to know this, he was never told. In fact he was told to the contrary. This resulted in the plaintiff not being sent even his monthly statements. The evidence shows that up to June 1989, monthly statements were regularly sent to him, but from July 1989 onwards, they were not sent at all. To add to the irony, although the monthly statements ceased to be sent to the...