Tacplas Property Services Pte Ltd v Lee Peter Michael (administrator of the estate of Lee Chong Miow, deceased)

• Judge: Chao Hick Tin JA
• Judgment Date: 08 February 2000
• Neutral Citation: [2000] SGCA 5
• Citation: [2000] SGCA 5
• Published date: 19 September 2003
• Subject Matter: When silence amounts to representation,Estoppel,Probate and Administration,Authority to deal with assets of estate,Administrator,Whether administrators act jointly,Whether ratification by all administrators required,Whether act of one administrator binds estate and other administrators,Validity of agreement entered into before extraction of grant,When estoppel applicable,Equity,Whether co-administrator estopped from denying that agreement binds estate,Detrimental reliance,Vesting of assets in administrators,Agreement by only one administrator,Joint administrators,Whether act ratified by other administrators,Whether doctrine of relation back applicable to cure invalid acts
• Plaintiff Counsel: George Pereira (Pereira & Tan)
• Year: 2000
• Court: Court of Three Judges (Singapore)
• Defendant Counsel: Lok Vi Ming (Rodyk & Davidson)

(delivering the judgment of the court): This is an appeal against a decision of the High Court which declared that an agreement for the sale of a certain property belonging to the estate of Lee Chong Miow (the deceased) which was purportedly entered into between one Christina Lee, a co-administratrix of the estate, and the appellants was invalid and was therefore not binding on the estate. [See [1999] 2 SLR 360.]

The facts

The facts of the case are largely undisputed. The deceased passed away intestate on 4 July 1969. On 1 March 1971, one Martin Lee, the son of the deceased, petitioned for letters of administration to be granted jointly to himself and his sister, Christina Lee, as administrators of the estate. The order appointing them as such was made on 12 March 1971. However, nothing more was done by both of them and the grant was never extracted.

In 1989, Martin Lee suffered a severe stroke and became incapable of managing his own affairs by reason of his mental disability. By an order of court dated 10 August 1994, Martin Lee`s son, the respondent in this case, and the wife of the respondent were appointed as the Committee of his Person and Estate (`Committee`).

Sometime on or before 20 July 1995, Christina Lee and the respondent made an application to court to revoke the original grant of letters of administration and to appoint them as administrators of the estate. The application was granted on 28 July 1995. The grant of the letters of administration was only extracted on 14 August 1996.

The deceased was the registered proprietor of a plot of land comprising Lot 91-81 Mukim 28 at Upper Changi Road (the `property`). In the meantime, on 23 February 1994, Christina Lee purportedly entered into an agreement with the appellants for the sale of property to the appellants (`the agreement`). She entered into the agreement in her capacity as `a personal representative of` the deceased. The dispute before the court below and before us is whether the agreement is valid and binding on the estate since it was executed by only one of two administrators of the estate.

At the time of the agreement, the property was the subject of an adverse possession claim by one Wama bte Buang, who was the daughter of the deceased`s gardener, against Martin Lee and Christina Lee as personal representatives of the estate. Wama bte Buang had successfully claimed ownership over the property in the High Court and was granted a judgment in OS 156/90. A notice of appeal was filed against the decision vide CA 127/93 (`the appeal`) before Christina Lee executed the agreement.

The appellants first became interested in the property as a result of the considerable media coverage of the litigation in OS 156/1990. The managing director of the appellants, one Goh Hoon Leum (Goh), had through the introduction of a broker, sought out and met with the wife of Martin Lee and Christina Lee. Goh was told by Mrs Martin Lee that her husband could not be present because he had suffered a stroke. Goh was under the impression that Martin Lee was wholly incapacitated even though Mrs Martin Lee did not say so explicitly.

During this meeting, it was agreed that the appellants would purchase the property. They also reached an in-principle agreement that the appellants` solicitors M/s Pereira & Tan would take over the conduct of the appeal from M/s Rodyk & Davidson, who were then the solicitors in charge. Following the meeting, further negotiations were conducted through solicitors and the agreement was drawn up and executed by Christina Lee, as a personal representative, and by Goh on behalf of the appellants. The agreement set out in brief the relevant history of the property.

Some of the material terms of the agreement are: (i) the purchase price would be $2m; (ii) a deposit of $50,000 would be paid to Christina Lee who would return the same if the appeal was not successful; (iii) the appellants would bear the costs of the appeal regardless of the outcome; (iv) if the appeal was successful, the sale and purchase would be completed within ten weeks thereafter but such completion was subject to certain conditions, and two of the material conditions are the following:

11 Completion of the sale and purchase herein is further subject to the following:

...

(b) The approval of the court for the sale of the property since more than six years have elapsed since the date of death of the deceased;

(c) The vendor [Christina Lee] obtaining the probate/letters of administration in respect of the estate of the deceased which the vendor hereby confirms she is presently in the process of obtaining.

The sanction of the court is necessary by virtue of s 35(2) of the Conveyancing and Law of Property Act (Cap 63) (`CLPA`) which states that no sale of land belonging to the estate of a deceased person shall be made by the legal personal representative(s) of that person after the expiration of six years from his death unless with the sanction of the court.

Eventually this court allowed the appeal and dismissed Wama bte Buang`s claim: Lee Martin & Anor v Wama bte Buang [1994] 3 SLR 689 .

However, the proceeding in OS156/90 was not the only problem which beset the property. There were also two other adverse possession claims against the property. In Suit 191/92, the claimant was one Amir bin Ahmad. The appellants` solicitors took over the conduct of this suit from M/s Rodyk & Davidson and had the case dismissed by the court on 22 January 1996. In Suit 1182/94 the claimant was a beneficiary of the estate of a deceased brother of Wama bte Buang. Again, the appellants` solicitors succeeded in having this suit dismissed on 14 November 1994.

Even though the agreement did not refer to the other two suits, the appellants, in accordance with the spirit of the agreement that the estate should not be out-of-pocket of any expenses, also bore the costs of having the two suits dismissed. Furthermore, when the beneficiaries of the estate of the deceased brother of Wama bte Buang tried to physically occupy the property, Christina Lee permitted the appellants to take possession of the property in order to prevent any further trespass or unauthorised occupation. According to Goh, on the insistence of Christina Lee, the appellants, after having taken possession, maintained the property at their own expense for almost four years, from 11 June 1994 to 9 June 1998.

In accordance with the agreement, following the successful outcome of the appeal, two matters required attention before the purchase of the property could be completed. The first was the extraction of the grant of letters of administration and the second the obtaining of the court`s sanction for the sale of the property. However, the incapacity of Martin Lee engendered some controversy amongst the deceased`s descendants over who should administer the estate. At first, both the respondent and his sister, Pat Lee, wanted to be appointed as administrators of the estate in place of their father. Christina Lee objected to this. The respondent then changed his mind and wanted to be made a co-administrator together with Christina Lee. Again, Christina Lee refused. When the respondent and his wife were appointed as the Committee, a caveat was lodged by them in the probate application in respect of the estate of the deceased to prevent Christina Lee from extracting the grant of letters of administration. Eventually Christina Lee agreed to the respondent being appointed as a co-administrator together with herself. As mentioned above, on 28 July 1995, the original grant to Christina Lee and Martin Lee was revoked and in substitution thereof Christina Lee and the respondent were duly appointed as co-administrators of the estate of the deceased. The grant was extracted on 14 August 1996.

Following the extraction of the grant, the appellants` solicitors made several requests that an application be made to the court to obtain the requisite sanction under s 35(2) of the CLPA. When no satisfactory response was forthcoming from Christina Lee or the respondent, the appellants took out OS 1174/97 against Christina Lee and the respondent for an order compelling them to file the necessary application for sanction. However, this originating summons was never served because the appellants` solicitors and the estate`s solicitors were trying to seek an amicable solution.

The attempts failed and on 20 May 1998, the respondent commenced OS 611/98 against the appellants for a declaration on the validity or otherwise of the agreement. Two main grounds were relied upon by the respondent to contend that the agreement was not binding on the estate. Firstly, there was a lack of authority on the part of Christina Lee. She could not bind the estate without the consent of the co-administrator, Martin Lee, who at the time was incompetent. Secondly, the sanction of the court for the sale of the property to the appellants pursuant to the agreement was not obtained.

The decision below

The learned judge below had no difficulty in rejecting the respondent`s second contention because the completion of the transaction was clearly made subject to Christina Lee obtaining the requisite court sanction under s 35(2) of the CLPA. However, relying on the case of Hudson v Hudson [1737] 1 Atk 460; 26 ER 292 he held that the agreement was not binding on the estate because Christina Lee, a co-administratrix in a joint administration, acting alone did not have the authority to bind the estate. The learned judge also rejected the appellants` contention that the respondent was estopped from asserting that the agreement was not binding on the estate, as he was involved in some of the negotiations leading to the conclusion of the agreement. He felt that either Christina Lee had the power to bind the estate, or she did not. Furthermore, the appellants had not proven any facts to support the submission.

This appeal

Before us the same issues were canvassed as was done in the...