Tate and Another v Sihan Sadikan

JurisdictionSingapore
JudgeG P Selvam JC
Judgment Date25 June 1991
Neutral Citation[1991] SGHC 83
Citation[1991] SGHC 83
Defendant CounselKhong Swee Lin (Chan Cher Boon & Leong)
Published date19 September 2003
Plaintiff CounselAugustine Soh (Choo & Soh)
Date25 June 1991
Docket NumberOriginating Summons No 1270 of
CourtHigh Court (Singapore)
Subject MatterMeaning of 'completion',Whether doctrine of substantial performance applicable,Conveyance,Rescission of sale and purchase contract,Whether constitutes 'unsatisfactory reply' to legal requisitions,Sale of land,Whether purchaser entitled to rescind contract and recover deposit moneys,Contract,Inability of vendor to pass title to purchaser on completion date,Whether purchaser can be adequately compensated by damages,Land
The main sale

By an agreement dated 8 August 1989 the defendant agreed to purchase a flat in a condominium housing project known as `Country Park`. The developer`s sale price was $318,000. The agreement provided for payment of the purchase price in instalments, the last of which was payable on completion of the sale.

The agreement was in the standard statutory form prescribed by the Housing Developers Rules 1985.

Clause 14(1) of the agreement stipulated that the sale and purchase was to be completed 14 days after the receipt by the defendant of the notice to complete from the developer. The agreement further provided that the notice to complete was to be given by the developer on or before 31 December 1990. If the developer failed or was not ready and able to give the said notice to complete on that date the developer became liable to pay the defendant liquidated damages calculated from day to day at the rate of 10% pa on the total sum of all the instalments paid by the defendant towards the purchase price for the period commencing from the date on which notice to complete should have been given and ending on the date when the sale and purchase was completed.

The sub-sale

On 1 July 1990 the defendant granted to the plaintiffs an option to purchase the property at the price of $500,000. In the option document the defendant described the apartment as `my property`.

The consideration for the option was $5,000.
The plaintiffs exercised the option by paying the sum of $45,000 which together with the $5,000 consideration for the option constituted 10% of the purchase price. Upon exercise of the option, the agreement was converted into the sale and purchase contract (the `contract`) for the sale of the property to the plaintiffs.

In the meantime, the defendant had agreed under the option to allow the plaintiffs temporary occupation of the flat upon exercise of the option until completion of sale.
After the exercise of the option the plaintiffs had in fact gone into occupation of the flat.

It was a term of the contract that the sale and purchase was to be completed on or before 1 October 1990.
The contract further contained the following term:

The sale and purchase herein is subject to satisfactory replies being received to the requisitions sent to the various government departments and the Mass Rapid Transit Corporation by the purchasers` solicitors in respect of the said property. In the event of the receipt of any unsatisfactory replies in respect of any of the said requisitions, the sale herein shall be treated as null and void in which event the deposit paid herein shall be returned to the purchasers without interest and neither party shall have any claims against the other for cost compensation damages or otherwise.



The plaintiffs` solicitors made the usual requisitions.
In a reply to one requisition the chief planner, Urban Redevelopment Authority (the `URA`), stated that the proposed sub-division of the land in question into two plots and strata sub-division of three existing blocks of four-storey structures into 44 units was refused on 31 October 1989 on grounds of non-compliance with planning conditions. The chief planner`s reply was dated 1 August 1990. On a later date, the URA clarified that the non-compliance with planning conditions in question related to the purchasers` consent for sub-division of the land and the relevant government department`s technical requirements.

On 25 September 1990, the plaintiffs` solicitors wrote to the defendant`s solicitors stating that if the defendant produced no evidence contrary to what the chief planner had stated the plaintiffs intended to rescind the contract.
There was no response from the defendant`s solicitors.

The claim

The completion date, 2 October 1990, passed without the defendant giving his notice to complete the sale. On 3 October 1990 the plaintiffs` solicitors wrote to the defendant`s solicitors rescinding the sale and purchase and demanded the refund of $50,000. The plaintiffs had also made arrangements to deliver vacant possession of the flat to the defendant on 5 October 1990.

The defendant`s solicitors wrote to the plaintiffs` solicitors on 6 November 1990 to say that the sub-division approval had in fact been obtained but its release had been delayed because of an amendment to the building plan on
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