South Union Co Ltd v Seng Hin Ltd

• Jurisdiction: Singapore
• Judge: A V Winslow J
• Judgment Date: 24 May 1972
• Neutral Citation: [1972] SGHC 8
• Docket Number: Suit No 1149 of 1968
• Date: 24 May 1972
• Published date: 19 September 2003
• Year: 1972
• Plaintiff Counsel: TC Cheng and Patricia Low (Cheng & Co)
• Citation: [1972] SGHC 8
• Defendant Counsel: Dato' David Marshall and Eugene Phoa (Eugene Phoa & Co)
• Court: High Court (Singapore)
• Subject Matter: Landlord and Tenant,Whether landlord estopped from terminating lease,Notice to quit served in ignorance of grant on-passing contractual tenancy,Termination of leases,Landlord accepted rent paid by company and/or agent without question

The plaintiffs purchased the premises no 53 Market Street in April 1952. They regarded Oh Hoon Tam as their tenant by that name without ever having seen him and continued so to regard him even after his death, of which they knew nothing till they were so informed on 23 June 1967 by the then solicitors for the defendants. Oh Hoon Tam died on 24 March 1964 and administration was granted to his widow Mdm Teo Peck Geok as sole executrix of his will on 8 May 1964 although the actual grant was extracted only on 1 October 1964. Even this fact was unknown to the plaintiffs whose solicitors as is evidenced by their notice to quit of 25 October 1967 (AB12) served on the Honourable Chief Justice in whom the tenancy was thought to be vested then through ignorance that a grant subsisted.

Mr Ng Quee Hock, a director of the plaintiff company since 1949, gave evidence for the plaintiffs and Mr Yap Sim Eng, a director of the defendant company, who had been previously manager of a partnership business, Chop Seng Hin, at the premises since 1945 until 1964 when the partnership ceased and the present defendant company was incorporated and carried on the same business at the same premises, gave evidence for the defendants.

Rent was paid by Oh Hoon Tam out of the partnership funds of Chop Seng Hin as the only active partner of three partners and rent receipts were issued to him in his name without objection by the other partners but it seems clear that he was the tenant of the premises as agent of the partnership till his death and that the plaintiffs regarded him all along as their contractual tenant from 1952 when they purchased the premises without vacant possession. Even Mr Ng admitted that although he recognised Oh as his tenant he knew he was holding the tenancy as a partner of Chop Seng Hin, that he knew that Chop Seng Hin was in occupation and, later, that the defendants were in occupation, although he did not know exactly when Chop Seng Hin became Seng Hin Ltd to use his own words. He also said that he assumed that Oh Hoon Tam was the agent for the defendants. This evidence coupled with the evidence that he knew that rent was paid by Chop Seng Hin and later by the defendants by their own cheques under their own letter heads makes it conclusive, in my view, that when rents were received by the plaintiffs they knew only too well who their actual tenants in occupation of the premises were at all material times even though it suited their purpose to issue rent receipts sometimes in the name of Chop Seng Hin and most times in the name of Oh Hoon Tam even after his death. As Mr Ng said, when taxed by counsel for the defendants:

Q: Why did you take no action after 1964 when Chop Seng Hin became Seng Hin Ltd and sent you cheques drawn by Seng Hin Ltd?

A: We were trying to be more cautious about the matter because we bought the property without vacant possession and we didn`t want to be reckless.

It seems to me that it only dawned on the plaintiffs in 1967 to seek legal advice in the matter after they had slept on whatever rights they thought they might have had knowing as far back as in 1952, only too well,...