Tay Yak Ping and another v Tay Nguang Kee Serene

• Judge: Belinda Ang Saw Ean JAD
• Judgment Date: 23 May 2022
• Neutral Citation: [2022] SGHC(A) 22
• Citation: [2022] SGHC(A) 22
• Published date: 26 May 2022
• Docket Number: Civil Appeal No 90 of 2021
• Plaintiff Counsel: Yeoh Oon Weng Vincent and Yeoh Su Ann (Malkin & Maxwell LLP)
• Defendant Counsel: Justin James Zehnder and Kertar Singh s/o Guljar Singh (Kertar & Sandhu LLC)
• Subject Matter: Trusts,Resulting trusts,Presumed resulting trusts,Equity,Defences,Laches
• Hearing Date: 18 March 2022
• Court: High Court Appellate Division (Singapore)

Belinda Ang Saw Ean JAD (delivering the judgment of the court): Introduction

This appeal concerns a family dispute over the beneficial ownership of the sale proceeds of an apartment at 24 River Valley Close (“the Pacific Mansion Apartment”). The Pacific Mansion Apartment had been registered in the joint names of Mr Tay Yak Ping (“Yak Ping”) and his father, Mr Tay Sia Yong (“Father”). We refer to Yak Ping and Father collectively as “the appellants”. Ms Tay Nguang Kee Serene (“Serene”), who is Yak Ping’s older sister and Father’s youngest daughter, is the respondent in this appeal. In the proceedings below, Serene was the plaintiff and Yak Ping and Father were the defendants. The High Court judge (“the Judge”) held that moneys beneficially owned by Serene had been used to pay for 96.07% of the purchase price of the Pacific Mansion Apartment, and that 96.07% of the sale proceeds of the Pacific Mansion Apartment were consequently held on resulting trust for Serene. This is the appellants’ appeal against the Judge’s decision.

In our view, the salient issues were comprehensively addressed by the Judge in his judgment in Tay Nguang Kee Serene v Tay Yak Ping and another [2021] SGHC 194 (“the Judgment”), and there is no basis for appellate interference with the Judge’s findings as they were not against the weight of the evidence before him or plainly wrong. We therefore dismiss the appeal. Separately, we will comment on an incidental question of law raised by the facts of the present case – namely, whether monetary contributions towards the ancillary costs of purchasing a property (such as stamp duty) should be taken into account in determining the parties’ respective beneficial shares in that property under a resulting trust. Although this question was not squarely addressed by either party to this appeal, this topic would benefit from clarification and resolution in an appropriate future case. For now, it suffices to mention some contemporary jurisprudence on the matter, and to draw attention to the divergent approaches that have been adopted in other jurisdictions.

The facts The parties involved

Father and Mdm Goh Ah Moi (“Mother”) had seven children: Mr Tay Yak Hoe, Mr Tay Jee Soon (“Jee Soon”), Mdm Tay Mui Kiah, Mdm Tay Lah Moi (“Lah Moi”), Ms Tay Nguang Keow (“Nguang Keow”), Serene, and Yak Ping (listed from oldest to youngest). Father ran a wholesale bamboo business selling bamboo poles and sticks, and he supported Mother and their children. The family initially lived in a rented shophouse at Mohamed Sultan Road (“the Shophouse”). By 1987, all the children except Nguang Keow, Serene and Yak Ping had married and moved out (see the Judgment at [4]).

Serene Leather

On 12 December 1987, a business known as “Serene Leather” was registered, and it commenced its business in the Westin Plaza Hotel either later that month (on Serene’s case) or in early January 1988 (on the appellants’ case). Its principal activities were the wholesale of textiles, leathers and clothing. Based on its Accounting and Corporate Regulatory Authority (“ACRA”) profile, Serene Leather had four partners: Serene (registered as an owner on 12 December 1987); Jee Soon (registered as an owner on 18 December 1987); and Father and Yak Ping (both registered as owners on 13 April 1988).

There was, however, no written partnership agreement between the parties (see the Judgment at [5]), and the issue of who owned Serene Leather and its proceeds is in dispute. Serene Leather’s proceeds were initially banked in, but after a few months, they were brought home in cash to Mother for safekeeping (see the Judgment at [5]). On 12 December 1995, Serene Leather’s business was terminated.

The Valley Apartment

In or around the second half of 1988, an apartment at 18 Tong Watt Road (“the Valley Apartment”) was purchased for a price of $270,000. On 10 October 1988, a five-year housing loan of $150,000 secured by a legal mortgage over the Valley Apartment (“the Loan”) was granted to Father, Mother and Yak Ping by Overseas Union Bank Limited, under which the monthly instalments ranged from $2,808 to $2,907 (“the Instalments”). The remaining $120,000 was paid in cash, in three separate payments: a payment of $27,000 for the “booking fee” in September 1988; another $27,000 for the second 10% deposit in October 1988; and a further payment of $66,000 in November 1988. The source of the funds used to pay the various components of the purchase price of the Valley Apartment is another disputed question of fact.

Near the end of 1988, Father, Mother, Nguang Keow, Serene and Yak Ping moved from the Shophouse to the Valley Apartment (see the Judgment at [6]).

The legal title to the Valley Apartment was held by Father, Mother and Yak Ping as tenants-in-common with shares of 50%, 25% and 25% respectively. On 6 May 1994, Mother made a will giving her 25% share of the Valley Apartment to Jee Soon, Lah Moi and Yak Ping absolutely in equal shares (“Mother’s Will”). Thus, after Mother passed away on 20 April 1996, the legal title to the Valley Apartment was owned in the following shares: half by Father, one-third by Yak Ping, one-twelfth by Jee Soon and one-twelfth by Lah Moi (see the Judgment at [7]). In December 2005, the Valley Apartment was sold for a sum of $898,403.18, which was subsequently paid out to Father, Yak Ping, Jee Soon and Lah Moi in accordance with their respective shares (see the Judgment at [8]).

According to Serene, a few days after the distribution of the sale proceeds from the Valley Apartment in 2006, she had a meeting with Father. They met at Lah Moi’s home with Lah Moi and Nguang Keow present (“the 2006 Meeting”). Yak Ping was not present at this meeting. What led to this meeting was Serene’s discovery in 2006 that Yak Ping’s name had been included in the legal title to the Valley Apartment (see the Judgment at [81]). At the meeting, Father allegedly told Serene (in Teochew) something along the lines of: “there is a name but it is useless. The money isn’t his. In future, it will all be yours” (“the Oral Assurance”). Serene understood these words to mean that the fact that Yak Ping’s name was on the register was useless because the money was not his, and in the future it would all be Serene’s (see the Judgment at [41]). The appellants dispute that the alleged Oral Assurance was in fact made by Father.

The Pacific Mansion Apartment

In or around March 2006, the Pacific Mansion Apartment was purchased for a purchase price of $670,000 in the joint names of Yak Ping and Father. It is not disputed that the purchase price of the Pacific Mansion Apartment was paid for mostly using the sale proceeds of the Valley Apartment, save for $26,300 which was paid from Yak Ping’s Central Provident Fund (“CPF”) account. Yak Ping also paid $17,700 from his CPF account towards the stamp duty for the purchase of the Pacific Mansion Apartment (see the Judgment at [2] and [9]), such that his total monetary contribution was $44,000.

In March 2018, the Pacific Mansion Apartment was sold for a sum of $3,268,739.39 (see the Judgment at [2] and [9]). On 7 February 2019, Father was certified to have lost mental capacity (see the Judgment at [84]).

Commencement of proceedings

In 2018, when the Pacific Mansion Apartment was to be sold, Yak Ping sought his siblings’ consent for him to be named Father’s sole deputy. Such consent was not forthcoming (see the Judgment at [84]). On 1 July 2019, Yak Ping applied to the court to be appointed as Father’s sole deputy to manage his property and affairs. Yak Ping’s application included a clause granting him authority to collect any sums payable to Father from the collective sale of the Pacific Mansion Apartment and to deposit the moneys received into Father’s trust account, as well as to select and purchase a new private residential property as joint tenants with Father.

On 25 October 2019, Serene commenced proceedings against Yak Ping and Father, claiming primarily that they held the sale proceeds from the Pacific Mansion Apartment on a resulting trust for her. This claim was premised on two key assertions of fact: first, that the purchase price of the Valley Apartment was paid using the proceeds of Serene Leather’s business; and second, that Serene Leather itself was solely owned by Serene. Yak Ping acted as Father’s litigation representative in the suit, and continues to do so on appeal.

Decision below

The Judge first found, on a balance of probabilities, that the Valley Apartment was purchased using the proceeds of Serene Leather. Taking into consideration the objective evidence relating to the family’s financial situation before the operation of Serene Leather, the Judge found that Father did not have sufficient cash at the time the Valley Apartment was purchased to pay for the cash component of its purchase price ($120,000) without using Serene Leather’s proceeds. The Judge also accepted that Serene Leather’s proceeds were used to pay the monthly instalments for the Loan (see the Judgment at [22]–[48]).

Next, the Judge found that Serene Leather was solely owned by Serene on a balance of probabilities (see the Judgment at [52] and [58]). Serene had founded Serene Leather as a sole proprietor on her own initiative. Father had acted only as an intermediary to help Serene secure a loan of $50,000 from his friend (one “Hiap Heng”) and did not himself make any capital contribution to Serene Leather (see the Judgment at [54]). Jee Soon, Yak Ping and Father were added as merely nominee partners of Serene Leather (see the Judgment at [55]–[56]), and there was no evidence that Serene Leather’s proceeds were split between Father, Serene, Jee Soon and Yak Ping; on the contrary, they were treated by the family as being safekept for Serene solely (see the Judgment at [57]).

In the light of the above findings, the Judge found that the Valley Apartment (and its sale proceeds) was held...