Tan Tian Quee v Kuppusamy

• Judgment Date: 06 April 1967
• Date: 06 April 1967
• Docket Number: Civil Appeal No Y19 of 1966
• Court: Federal Court (Singapore)

Tan Tian Quee

Plaintiff

and

Kuppusamy

Defendant

[1967] SGFC 22

Wee Chong Jin CJ

,

Tan Ah Tah FJ

and

MButtrose J

Civil Appeal No Y19 of 1966

Federal Court

Agency–Construction of agent's authority–Written authority–Ostensible authority–Whether agent exceeded scope of authority to sell property with vacant possession–Whether contract binding between principal and third party

The respondent, Kuppusamy gave his agent, Nagalingam, a written option to sell his property with vacant possession. This option was shown to the appellant, Tan Tian Quee (“Tan”), who was interested in purchasing the property. When this option expired, Kuppusamy gave his agent a second written option which did not contain any reference to the sale of the property with vacant possession. Nagalingam forwarded both the options to Tan, and represented to him in the accompanying letter that the property was for sale with vacant possession. On receipt of the letter on or about 23 February 1963, Tan spoke to Nagalingam on the telephone and accepted the offer of $1 per square foot with vacant possession. When Kuppusamy disputed that the sale of the property was with vacant possession, Tan brought an action against him for specific performance or alternatively for damages for breach of contract. Kuppusamy, on the other hand, alleged that a formal contract had been signed by both parties on 9 April 1963 for the sale of the property without vacant possession and counterclaimed for the payment to him of the deposit paid by Tan and held by the solicitors. Tan denied that such a contract was ever signed and disputed the counterclaim. The trial judge dismissed Tan's claim and allowed Kuppusamy's counterclaim. Tan appealed. The first issue was whether there was a binding contract for the sale of the property with vacant possession between the parties on 23 February 1963. The second issue was whether there was a formal contract signed by the parties for sale of the property without vacant possession on 9 April 1963.

Held, dismissing the appeal:

(1) On the facts, the second option clearly cut down and limited the agent's original authority to effect a sale. In the first option, the agent had express authority to sell with vacant possession while in the second option, his authority was limited to selling without vacant possession. In writing the letter and representing that the sale of the property was with vacant possession, the agent had clearly acted outside and beyond the scope of his authority. In the circumstances, there was no binding contract entered into between the parties on 23 February 1963: at [24], [26] and [28].

(2) The trial judge found as a fact that the parties signed a formal contract on 9 April 1963. The court was not prepared to disturb the trial judge's findings of fact. Although the contract was never produced and had mysteriously disappeared, the issue as to whether it ever existed or was ever executed was entirely a question of fact for the trial judge to resolve: at [31] to [34].

Harry L Wee (C J Koh & Co) for the appellant

J B Jeyaretnam (Donaldson & Burkinshaw) for the respondent.

Judgment reserved.

M Buttrose J

(delivering the judgment of the court):

1 This was an action for specific performance, alternatively, damages for breach of contract.

2 The plaintiff's case briefly was that on 22 February 1963 the defendant appointed one Nagalingam as his agent to sell his property at 81 King's Road, Singapore, at any time between 22 February and 3 March 1963 and that by a letter dated 23 February 1963 Nagalingam as such agent offered to sell the property to the plaintiff with vacant possession at $1 per sq ft. On or about the same date the plaintiff orally accepted the offer but the defendant refused to be bound by it and to perform the contract while the plaintiff was at all material times ready and willing to perform his obligations thereunder.

3 The defendant's case was this: he admitted appointing Nagalingam as his agent to sell 81 King's Road but he had no knowledge of Nagalingam's letter of 23 February; that in offering vacant possession he was acting outside the scope of his authority and if the offer was accepted by the plaintiff the defendant was not bound thereby.

4 Nagalingam was unable to be called as a witness as he died on 27 March 1963.

5 The first and substantial issue for determination is whether or not a binding contract...