Singapore Island Country Club v Hilborne

• Jurisdiction: Singapore
• Judge: Karthigesu JA
• Judgment Date: 23 October 1996
• Neutral Citation: [1996] SGCA 65
• Docket Number: Civil Appeal No 58 of 1996
• Date: 23 October 1996
• Published date: 19 September 2003
• Year: 1996
• Plaintiff Counsel: K Shanmugam and Tan Chuan Thye (Allen & Gledhill)
• Citation: [1996] SGCA 65
• Defendant Counsel: Karuppan Chettiar and Mansur Husain (Karuppan Chettiar & Husain)
• Court: Court of Appeal (Singapore)
• Subject Matter: Unincorporated Associations and Trade Unions,Estoppel,Whether there was course of dealing between absent member and club such that subscription would only be paid when billed,Termination of membership of club due to non-payment of absent member's subscriptions,Friendly societies,Against forfeiture,Equity,Club rule providing for automatic cessation of membership,Whether rule a forfeiture provision -Whether relief against forfeiture should be given where respondent had failed to be vigilant,Estoppel by convention,Whether there was estoppel due to common assumption that club will not invoke rule without notice,Relief,Membership

This is yet another appeal arising from an absent member of the Singapore Island Country Club (the club) seeking a declaration from the court that his removal from the register of members of the club pursuant to a rule of the club providing that an absent member`s membership shall automatically cease should his subscription be in arrears for a period exceeding 12 calendar months was null and void and of no effect and consequentially claiming for reinstatement of his membership

The absent member succeeded in the court below and the club appealed. We allowed the appeal and now give our reasons.

The rule in question is r 23(c) to which reference will be made later and the absent member in question is the respondent (Hilborne). Although this court has pronounced definitively on the construction and application of r 23(c) in Singapore Island Country Club v Brown [1994] 3 SLR 206 and also approved that part of the judgment which dealt with the construction and application of r 23(c) in Lee Chuen Li & Anor v Singapore Island Country Club [1992] 2 SLR 900, the learned judge took the view that this case, to use his own words, raised certain issues of fact and law not raised in the previous cases, which compelled him to reconsider the views expressed in those cases concerning the operation and effect of the rules of the club. The learned judge`s judgment is reported at [1996] 2 SLR 468.

The brief facts are these. Hilborne had practised as an advocate and solicitor in Singapore until his retirement in 1981 and had been a member of the club since 1963. In February 1981, Hilborne notified the club that he was planning to leave Singapore and requested to be placed on the absent members` list as from March 1981.

The club responded to Hilborne`s request by letter dated 16 February 1981. We will set this letter out in full as it embodies r 23(c), as it was then, and it also contains some points of interest which ought to be noted:

Absent Membership

Thank you for your letter dated 12.2.81.

As requested your name will be placed on the Absent Members` List with effect from 1.3.81.

It would be appreciated if you could use cash coupons, instead of signing chits with immediate effect so as to facilitate the Club`s Accounts Section to prepare your statement of accounts and to forward it for settlement prior to your departure in accordance with our Club`s Constitution.

Please note that reminders are not sent to Absent members and the Rule Re: Absent Members was amended at the Annual General Meeting held on 30 September 1975 to read as follows:

`Any Ordinary member leaving Singapore for more than one month, and gives notice of his intended departure to the Secretary shall be placed on the list of absentees provided that he has paid all amounts due by him to the Club.

An Absent member shall remain on the Absent member`s list so long as he keeps his account in credit. The fee for Absent members shall be $5/- per month. Such member shall pay the reduced subscription for the period of his absence but shall be liable for the full subscription for the month in which he leaves and the month in which he returns.

Should an Absent member during his period of absence be in arrears of his Absent Member`s subscription for a period exceeding twelve calendar months he shall automatically cease to be a member of the Club.

The same privilege is extended to Lady members.`

The onus is therefore on the member to ensure that his membership does not lapse.

In case you do not receive your statement in time, please telephone the Accounts Section during office hours and we will furnish you with the necessary details, so that you can send us your cheque to settle your account.

Please be advised that your deposit with the Club cannot be used to off-set your account and will be refunded only when you resign from the Club.

You will have to inform us when you return to the Republic.

We wish you a bon voyage.

This letter could not have been more explicit of the meaning and the intent of r 23(c). It informs the member in the plainest and simplest language that being placed on the absent members` list is a privilege accorded to members who intend to be and will be absent from Singapore for more than a month; that he shall remain an absent member so long as he keeps his account in credit; that for the period of his absence from Singapore he shall pay only a reduced subscription (which was then $5 per month); that the onus is on him to ensure his membership does not lapse; that reminders are not sent to absent members; that his membership will lapse (`automatically cease`) should he, during the period of his absence from Singapore, allow his absent member`s subscription to be in arrears for a period exceeding 12 calendar months; and that the deposit with the club cannot be used to off-set his account. Quite clearly the reference to the non-receipt of `your statement` in the letter is a reference to the statement of the member`s dues before the date on which he is placed on the absent members` list and which it is expected he will settle before leaving Singapore and which is a condition precedent to being placed on the absent members` list.

Since Hilborne became an absent member on 1 March 1981, r 23(c) has seen two changes. The first in September 1981, effective from 1 September 1982, allowed for the appropriation of the absent member`s deposit before the period of 12 months was counted and the second in September 1986, effective from 1 January 1988, by removing the appropriation of the deposit before counting the 12 months` period thus restoring the rule for all practical purposes to the same position as it was on the date Hilborne became an absent member, except that the absent member`s subscription was now $10 per month. Hilborne claimed he was unaware of both these changes. However, that is immaterial as Hilborne`s position regarding the cessation of his membership is unaffected by these changes and he had been paying his absent membership subscription of $10 per month from 1 January 1988 to the date of his last payment on 1 June 1989, which covered his absent membership subscription up to 31 May 1989.

Also, since Hilborne became an absent member on 1 March 1981, he returned to Singapore for short periods on three occasions and on each occasion, at his request, he was restored to the active members` list. The last occasion was in February 1989. It is not clear from the evidence or from the correspondence exhibited how long he remained in Singapore but it appears that he was restored to the active members` list for the period 9 February 1989 to the end of that month as his name was again placed on the absent members` list with effect from 1 March 1989. This is evident from the club`s letter to Hilborne dated 13 February 1989 the material portions of which read as follows:

`Restoration to Active Membership`

Thank you for your letter dated 9 February 1989.

As requested your name has been restored to the Register of Active Members of this Club with effect from 9 February 1989.

...

Please note that the current Rule for Absent Membership read as follows:

(a) Any member leaving Singapore for more than six (6) months and giving notice of his/her intended departure to the Secretary shall be placed on the Absent members` list provided he/she has paid all amounts...