Lee Hin Realty Pte Ltd v Lee Tah Wee David

JurisdictionSingapore
JudgeLim Teong Qwee JC
Judgment Date22 June 1995
Neutral Citation[1995] SGHC 147
Date22 June 1995
Subject MatterWhether vendor on exercise of option to buy land 'able' to complete its sale to purchaser,Vendor not yet proprietor of the land,Land,Ability to complete,Conveyance,Whether time period for completion must be stated specifically,Sale of land,Notice to complete,Completion,Law Society's Conditions of Sale 1981 condition 29
Docket NumberOriginating Summons No 817 of 1994,Suit No 1860 of 1992
Published date19 September 2003
Defendant CounselVK Rajah (Rajah & Tann), Gopal Perumal and C Trinel (Gopal & Tan)
CourtHigh Court (Singapore)
Plaintiff CounselV Ramakrishnan (V Ramakrishnan & Co)

This is a claim for a declaration that the defendant has wrongfully repudiated an agreement for sale of the land at lot 235-2 mukim 17 by the defendant to the plaintiff and consequential reliefs. At the conclusion of the hearing I dismissed the claim with costs. These are my grounds.

On 17 March 1994 Realworth Development Pte Ltd the proprietor of the land gave a written option to the defendant to purchase it for $11m which the defendant exercised on 31 March 1994 by signing the portion marked `Acceptance Copy` in accordance with its terms.
Clause 12 of the terms of sale provides:

This option and the acceptance signed by you ... shall constitute a binding contract ... for the sale and purchase of the property ... upon the terms of sale herein contained ... .



Clause 8 provides:

The sale and purchase shall be completed at the office of our solicitors within ten (10) weeks from the date of exercise of this option.



As the option was exercised on 31 March 1994 the last day for completion was 9 June 1994.
Clause 2 provides:

The sale is subject to `The Singapore Law Society`s Conditions of Sale 1981` in so far as the same are applicable to a sale by private treaty and are not varied by or inconsistent with the special conditions herein contained.



On 17 March 1994 ie the same day that the defendant acquired the option to purchase the land he gave a written option to the plaintiff to purchase it for $11.6m. Clause 1 of the terms of sale provides:

The sale of the above property is subject to the terms and conditions contained in the option dated 17 March 1994 from the registered owner, M/s Realworth Development Pte Ltd, to the vendor.



And cl 9 provides:

The sale and purchase shall be completed at the office of our solicitors on or before 8 June 1994.



All the terms of sale in both options are in every other respect identical except as to the price, the names of the parties and their solicitors and a provision as to payment of a commission that is not material for the purpose of this case.
As to cl 1 of this option I should say that nothing turns on its provisions but I would observe that the plaintiff was aware that the proprietor of the land or the `registered owner` was Realworth Development and the proprietor had given an option to the defendant to purchase it. On 26 March 1994 the plaintiff`s then solicitors wrote to the defendant`s solicitors:

As per telephone conversation between your Mr Trinel C and our Mr Sam at 11.30am today, we confirm the following as agreed:

(a) upon the exercise of the option on 28 March 1994, a cheque for $1,044,000 in favour of M/s Gopal & Tan; and

(b) an undertaking from your firm that you shall issue your cheque for $990,000 in favour of M/s William Lai & Alan Wong to enable your client Mr Lee Tah Wee David and/or nominee to exercise the option given by Realworth Development Pte Ltd dated 17 March 1994 and that the sum of $54,000 shall only be released to your client by you after the option to purchase from Realworth Development Pte Ltd has been duly exercised.



This was confirmed by the defendant`s solicitors on 28 March 1994 and later that day the plaintiff exercised its option to purchase.
Three days later the defendant exercised his option to purchase. On 9 June 1994 Realworth Development`s solicitors wrote to the defendant`s solicitors:

Our clients have executed the transfer and we are ready to complete.



The same day the defendant`s solicitors wrote to the plaintiff`s solicitors:

Re: Sale of lot 235-2 Mukim 27 13A Kim Keat Rd Singapore

We refer to the above matter.



Please be informed that our client is ready and able to complete the above sale today.
Kindly let us know whether your clients are able to do so.

Nothing was heard from the plaintiff`s solicitors and at about 9.30am on 10 June 1994 Realworth Development`s solicitors advised that their clients were ready able and willing to complete and gave the defendant written notice to complete.
Shortly after 10am the same morning the defendant`s solicitors in a letter again under the heading `Re: Sale of lot 235-2 mukim 27 13A Kim Keat Road Singapore` also advised that their client was ready able and willing to complete and gave the plaintiff notice to complete. The notice is in these terms:

... we are instructed by our client to hereby give your clients twenty-one (21) days from the date hereof within which to complete the matter.



Take notice that if the completion moneys together with all interest due thereon are not paid to us or our client and the matter completed latest by l July 1994, our client shall treat the said contract as having been repudiated by your clients and shall proceed to exercise their [sic] rights under the terms of the said contract without further reference to your clients.


It is in the same terms as the notice received from Realworth Development`s solicitors.
On 24 June 1994 the plaintiff`s solicitors wrote:

We are instructed by our clients to request from your clients an extension period of six (6) weeks from 30 June 1994. In consideration of the six (6) weeks extension, our clients are prepared to pay a lump sum of $100,000 as ex-gratia payment to the vendors.



`Vendors` in this context may have been a reference to Realworth Development but in any case the letter was referred to Realworth Development`s solicitors who advised that their clients would not grant the extension of time and would act strictly in accordance with the notice of 10 June 1994.
On 28 June 1994 this was duly communicated to the plaintiff`s solicitors who were advised that in the circumstances the defendant also would not grant the extension of time. The same day the defendant`s solicitors gave a new completion account to provide for interest for late completion and on 30 June 1994 they wrote:

We shall be most grateful if you could kindly let us know at what time you would want completion to take place tomorrow (1 July 1994), as we need to coordinate the same with our client`s vendors` solicitors.



On 1 July 1994 the plaintiff`s solicitors wrote:

We refer to your fax letter of 30 June 1994.



There cannot be completion today as our clients have never contracted to purchase the property known as lot 235-2 mukim 27 as stated in your notice to complete dated 10 June 1994.


The property that the plaintiff had agreed to purchase was Lot 235-2 Mukim 17 and not Mukim 27 .


The sale was not completed and on 5 July 1994 the defendant commenced proceedings by originating summons for certain reliefs arising out of the sale not having been completed and on 25 August 1994 the plaintiff instead of making a counterclaim in the defendant`s action as it might have done under O 28 r 7 brought a separate action by these proceedings.
Four points were taken in the affidavit of a director of the plaintiff filed in support of the originating summons.

(1) The notice to complete was invalid because in its title it referred to lot 235-2 mukim 27

Mr Ramakrishnan made no submission on this. Clearly it is a bad point. The title with the mistaken reference to mukim 27 was first used by the plaintiff`s solicitors in their letter of 24 May 1994. `13A Kim Keat Road` was frequently mentioned in the title in their letters and this address was stated in the title in the notice. Their file reference was given in the notice and the same file reference was consistently given in letters from the solicitors of both parties. The plaintiff`s solicitors requested an extension of time but not from the contractual completion date which was 8 June 1994 or from the date of their request which was 24 June 1994 but from 30 June 1994. Finally they were in no doubt as to the contract in respect of which the notice was given. They did not respond to it in any manner consistent with any doubt they might have had. On the contrary the reply carried the correct description in the title.

(2) The notice to complete was invalid because it was not received until 11 June 1994

Mr Ramakrishnan conceded that the notice was received on 10 June...

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