Tan Tien Choy v Kiaw Aik Hang Company Ltd

• Jurisdiction: Singapore
• Judgment Date: 24 August 1965
• Date: 24 August 1965
• Docket Number: Civil Appeal No 73 of 1964
• Court: Federal Court (Singapore)

Tan Tien Choy

Plaintiff

and

Kiaw Aik Hang Co Ltd

Defendant

[1965] SGFC 2

Barakbah CJ (Malaya)

,

Wylie CJ (Borneo)

and

A V Winslow J

Civil Appeal No 73 of 1964

Federal Court

Bills of Sale–Security bills of sale–Definition–Whether agreement a bill of sale within the meaning of the Bills of Sale Ordinance (Cap 22, 1955 Rev Ed)–Section 2 Bills of Sale Ordinance (Cap 22, 1955 Rev Ed)–Bills of Sale–Security bills of sale–Registration–Consequences of non-registration of bill of sale–Effect on rights under agreement–Section 4 (1) (a) Bills of Sale Ordinance (Cap 22, 1955 Rev Ed)–Credit and Security–Hire purchase–Rights–Agreement discharged by performance–No right to seize possession

The defendant/appellant (“the hirer”) arranged to buy a car from Progress Motors Ltd (“the first agreement”). The car was invoiced as sold to the plaintiff/respondent (“the lessor”), who in turn sold it to the hirer by way of hire purchase. The hirer paid eight monthly instalments under this agreement. The parties subsequently entered into a fresh agreement (“the second agreement”) for hire purchase in respect of the car. This second agreement was not registered. The lessor advanced a net amount of $2,952 to the hirer. The total amount payable by monthly instalments under the second agreement comprised the advance of $2,952 to the hirer, together with the amount due under the first agreement and the “hire purchase charges” payable in respect of the second period of hire.

The hirer then agreed to sell the car to one Lim Boon Hin (“Lim”). Lim signed a hire purchase agreement (“the third agreement”), pursuant to which the lessor was to finance the transaction, with a guarantee in its favour from the hirer. A series of transactions was undertaken but no money in fact passed. After the date when the first instalment would have been due under the third agreement, the lessor caused the car to be seized because of non-payment of the instalments.

The lessor claimed a declaration that it was the owner of the car and sought delivery of documents of title relating to the car. The hirer counterclaimed for the return of the car or its value and damages for its detention. The trial judge found that the parties had repudiated the third agreement and made a declaration in favour of the lessor.

Held, allowing the appeal:

(1) The second agreement was entered into for the purpose, inter alia,of securing repayment of the money advanced by the lessor of the chattel to the hirer, and was therefore a bill of sale within the extended meaning of a bill of sale set out in s 2 of the Bills of Sale Ordinance: at [8].

(2) The second agreement was an assurance of chattels to secure payment of the whole amount then owing to the lessor. As the agreement was void for non-registration in respect of the chattel concerned, ownership of the car remained with the hirer, and the lessor's rights in respect of the car were void, including the right to seize possession of the car: at [14] to [15].

(3) The first agreement had been fully discharged by performance in a manner agreed upon. The lessor had no further rights under that agreement and could not seize possession thereunder: at [16].

(4) The hirer was entitled to judgment for the value of the car less the outstanding amount which he owed to the lessor: at [18].

Charlesworth v Mills [1892] AC 231 (refd)

Davies v Rees (1886) 17 QBD 408 (folld)

Heseltine v Simmons [1892] 2 QB 547 (refd)

Manchester, Sheffield and Lincolnshire Railway Co v North Central Wagon Co (1888) 13 App Cas 554 (refd)

Polsky v S & A Services [1951] 1 All ER 185; [1951] WN 136 (refd)

Bills of Sale Ordinance (Cap 22, 1955 Rev Ed) ss 2, 4 (1) (a) (consd); s 6 (b)

Bills of Sale (1878) Amendment Act 1882 (c 43) (UK) ss 8, 9

A J Braga (A J Braga) for the appellant

K S Chung (Chung & Co) for the respondent.

Wylie CJ (Borneo)

1 In these proceedings the respondent (the plaintiff in the court below) claimed a declaration that it is the owner of a certain car registered number SH 4382. There was also a claim for delivery of all documents of title relating to the car and for such further or other relief as the court deemed fit. By his defence the appellant claimed the car to be his and counterclaimed for return of the car or its value and damages for its detention. He claimed that the hire purchase agreement under which the respondent purported to seize the car and two previous hire purchase agreements entered into by himself were not genuine hire purchase agreements, but were intended to cover loans, that they were therefore bills of sale and void for non-registration under the Bills of Sale Ordinance (Cap 22, 1955 Rev Ed). The details of these transactions, as they are disclosed by the findings of the trial judge and the evidence given, were as follows.

2 On 29 May 1959 according to their sales invoice (Exh P1) Progress Motors Ltd sold this car to the respondent, but delivered it to the appellant. It is clear from the evidence that what happened was that appellant arranged to buy this car from Progress Motors Ltd, but, as he did not pay cash, the car was invoiced as sold to the respondent, who in turn sold it to the appellant by...