Tai Joon Lan v Yun Ai Chin and Another
Jurisdiction | Singapore |
Judge | Chao Hick Tin J |
Judgment Date | 30 July 1993 |
Neutral Citation | [1993] SGCA 54 |
Docket Number | Civil Appeal No 131 of 1992 |
Date | 30 July 1993 |
Published date | 19 September 2003 |
Year | 1993 |
Plaintiff Counsel | Chin Hou Yan (Hilborne & Co) |
Citation | [1993] SGCA 54 |
Defendant Counsel | Anthony E Netto and Wong Hong Kim (HK Wong & Co) |
Court | Court of Appeal (Singapore) |
Subject Matter | Contract,Grantor's solicitors' letter repudiating agreement,Specific performance ordered,Whether option void for uncertainty,Option agreement,Validity,Land,Space for name of grantor's solicitors in option agreement left blank,Sale of land,Whether constituted nomination of solicitors for purpose of option,Grantor's refusal to name solicitors constituted breach of agreement |
This was an appeal against the decision of Lai Siu Chiu JC in which she awarded to the plaintiffs, the respondents in this appeal, specific performance of the contract for the sale and purchase of the property, known as 30 Bodmin Drive, Singapore. We dismissed the appeal and now give our reasons.
The relevant facts that gave rise to the dispute between the appellant and the respondents were these. The appellant and the first respondent`s mother, Chen Eu Cheng (`Chen`) were old friends. The appellant was the owner of the property 30 Bodmin Drive, Singapore (`the property`) and wanted to sell it. On 1 October 1986 she telephoned Chen and enquired if the first respondent would be interested to buy it, as it was near Chen`s house, No 50 Crowhust Drive, Singapore. On the same day, later in the evening, both the respondents accompanied by Chen went to view the property and were shown around by the appellant and her two sons who lived there. The parties negotiated and it was then agreed that the appellant would sell the property to the respondents for $257,000. A deposit of $5,000 was paid to the appellant for which she issued a receipt. The first respondent then asked for an option and the appellant said she was unable to produce one and asked the first respondent to prepare one and give it to her the following day. The appellant also told the respondents that she would require five months for completion of the sale so as to enable her to make arrangements to emigrate to America; if the completion took place earlier, she would not have a place to live.
The option was subsequently prepared by the first respondent following a form obtained from a housing agent. She dated the option 1 October 1986 and the option was expressed to expire at 4pm on 1 November 1986.
As arranged, in the afternoon of 4 October, the first respondent and Chen visited the appellant and the first respondent brought along the option. The appellant called her son, Chia Tian Jor, to explain the option to her which the son did. She signed the option and the son signed it as her witness. The material part of the option was as follows:
In consideration of the sum of Dollars Five Thousand only (S$5,000) paid to me the receipt of which I hereby acknowledge, I Mdm Tai Joon Lan (I/C No 0904814/F) of 30 Bodmin Drive Singapore 1955 hereby make the following offer which remains open for acceptance until 4pm on the 1 NOVEMBER 1986. I hereby offer to sell to you or your nominee the above property, such offer to be accepted in the manner hereinafter provided and upon the terms set out below. This offer may be accepted by you or your nominee by signing the `Acceptance Copy` of this option and delivering the same duly signed together with the 10% of the purchase price (less the option money of $5,000) to my solicitors M/S ... ... who are authorized to acknowledge receipt of the deposit on or before 1 NOVEMBER 1986 and who shall hold the same as stakeholders until completion.
The name of the firm of solicitors was not inserted in the blank space above as the appellant had not at the time decided whom she should appoint, and she said she would let the respondents know the name in a day or two. Below the part of the option (quoted above) were the terms and conditions of the sale of the property upon the exercise of the option.
On the following day, while the first respondent was in Chen`s house, the appellant`s husband, Chia Yeow Hern, went there and spoke to them. He informed the first respondent and Chen that he and the appellant did not wish to sell the property and could not do so because he owed the bank $80,000. He attempted to return the deposit of $5,000 which the first respondent refused to accept.
The appellant then instructed solicitors and on 10 October 1986, her solicitors wrote to the respondents alleging that the option had been procured by misrepresentation, that the appellant did not read and understand English, and that the content of the option was never explained to her so that in effect she did not even know that she was executing an option. The letter also alleged that since the name of a firm of solicitors was omitted in the option, there was no procedure for the respondents `to accept the option even if it was valid`. By that letter, the solicitors returned the respondents` cheque for $5,000 on the ground that the option was invalid, null and void, and they requested for the return to them of the original of the option. In the meanwhile, the respondents had also consulted solicitors and their solicitors on 11 October 1986 wrote to the appellant requesting for the name of the firm of solicitors acting for the appellant in the sale in order that the respondents could exercise the option. The two letters appeared to have crossed. On 28 October, the respondents` solicitors replied to the appellant`s solicitors` letter denying misrepresentation and giving an explanation for the absence of the name of the appellant`s solicitors in the option. The letter went on to state that as the appellant`s solicitors were acting for her on the matter, the respondents duly exercised the option by forwarding the notice of exercise of the option duly signed and a cashier`s order for $20,700 being the balance of the 10% of the purchase price. They also returned the cheque for $5,000. In response, the appellant`s solicitors wrote to the respondents` solicitors returning the respondents` cheque and the cashier`s order and stating that they had no instructions to accept any money relating to the property. Further exchange of correspondence between the two firms of solicitors took place which, however, did not lead to any fruitful result. The respondents in the interval lodged a caveat against the property and on 19 January 1987 commenced an action against the appellant claiming specific performance of the contract for the sale and purchase of the property.
At the hearing before Lai Siu Chiu JC, various defences were raised on behalf of the appellant and were rejected by the learned judicial commissioner. She accepted the respondents` version of the events and found the evidence adduced by them credible and consistent with the relevant documents and rejected the evidence adduced by the appellant. Her conclusion on the evidence was that the appellant had regretted her sale to the respondents at the price as agreed and wished to renege on the contract. She held that the letter of 10 October 1986 (`the 10 October letter`) written by the appellant`s solicitors to the respondents sufficiently named the appellant`s solicitors to enable the respondents to exercise the option which they did. The appellant appealed against the decision of the learned judicial commissioner. Before us, counsel for the appellant did not seek to challenge any of the findings of fact made by the learned judicial commissioner. He made a two-pronged attack on the decision. First, he submitted that there was no valid option since the part thereof which was to contain the name of the firm...
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