Toh Teck Sun v Mandarin Gardens Pte Ltd

• Jurisdiction: Singapore
• Judge: Chan Sek Keong JC
• Judgment Date: 06 April 1988
• Neutral Citation: [1988] SGHC 30
• Docket Number: Originating Summons No 47 of 1988
• Date: 06 April 1988
• Published date: 19 September 2003
• Year: 1988
• Plaintiff Counsel: CH Eng (CH Eng & Frois)
• Citation: [1988] SGHC 30
• Defendant Counsel: Tay Lim (Bee See & Tay)
• Court: High Court (Singapore)
• Subject Matter: Conveyance,Plaintiff's persistent requests for fresh notice to complete and fresh completion statement,Words and Phrases,Sale and purchase of unit in condominium,Land,'Default',Nature of completion statement,Claim for interest on late completion,Singapore Law Society's Conditions of Sale 1981 Condition 8,Completion dates expired,Notice to complete,Incorrect completion statement

Cur Adv Vult

The plaintiff agreed to purchase a condominium unit (the flat) from the defendants at the price of $345,000. The relevant provisions of the agreement for sale dated 9 February 1987 are as follows:

1 The vendor shall sell and the purchaser shall purchase free from encumbrances ... the flat described in the first schedule hereto (hereinafter referred to as `the building unit`) ... subject to the following special conditions and to the Singapore Law Society`s Conditions of Sale 1981 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.

(3) (1) Subject to the provisions of para (4) of this clause, the purchase price shall be paid by the purchaser to the vendor by instalments in the following manner.

(a) to (h) ... (not applicable).

(i) on completion of the sale and purchase of the building unit in accordance with cl 14 hereof, the balance of ten (10) per cent of the purchase price to be dealt with as follows:

(aa) two (2) per cent of the purchase price shall be paid forthwith to the vendor;

(bb) the remaining eight (8) per cent of the purchase price shall be paid to the purchaser`s solicitors as stakeholders and the said sum or the balance thereof (after any deduction has been made in accordance with cl 18 hereof and for moneys owing to the purchaser) shall be paid to the vendor within seven (7) days of the receipt by the purchaser or his solicitors of the certificate of fitness for occupation of the building unit issued by the building authority or a photographic copy thereof duly certified as a true copy by the vendor`s solicitors.

14(1) The sale and purchase herein shall be completed at the office of the vendor`s solicitors, ... fourteen (14) days after the receipt by the purchaser or his solicitors of the notice to complete of the vendor or of its solicitors; such notice to be accompanied by the certificate of the vendor`s architect that the approval of the competent authority for the subdivision of the housing project has been obtained. On completion, the vendor shall make and execute to the purchaser an assurance of the property sold, such assurance to be prepared by and at the expense of the purchaser and, unless the Registrar of Titles has directed that the building unit may be dealt with under the provisions of the Registration of Deeds Act (Chapter 281), shall deliver to the purchaser the duplicate subsidiary strata certificate of title for the building unit. The said assurance shall contain a covenant ...

(2) The said notice to complete shall be given by the vendor on or before 31 December 1999 or before the expiry of three (3) years from the date of issue of the temporary occupation licence, whichever is earlier. If the vendor fails or is not ready and able to give the said notice to complete on the aforesaid date, the vendor shall pay to the purchaser liquidated damages calculated from day to day at the rate of ten (10) per cent per annum on the total sum of all the instalments paid by the purchaser 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 is completed.

Condition 8 of the Law Society`s Conditions of Sale 1981 reads as follows:

If the sale shall not have been completed on or before the date fixed for completion, then -

(a) If the delay in completion is attributable solely to the default of the purchaser, he shall pay interest on the amount of the purchase price (less the deposit and any sum paid to account) at the rate of 10% per annum from and including the date fixed for completion until the day of actual completion of the sale.

(b) If the delay in completion is attributable solely to the default of the vendor, he shall pay to the purchaser by way of liquidated damages interest at the rate of 10% per annum on the purchase price of the property from and including the date fixed for completion until the day of actual completion: Provided that if possession of the property sold has been delivered by the vendor to the purchaser before the date of actual completion then such damages shall be abated by a sum equal to the rent received by the purchaser or in case the property is delivery with vacant possession by the equivalent of a rent calculated on the annual value of the property fixed under the Property Tax Act.

(c) If the delay in completion is attributable to some cause other than the default of the vendor or the purchaser or to the default of both the vendor and the purchaser, nor interest or damages shall be payable.

The defendants` solicitors, at 4.05pm on 15 April 1987, served on the plaintiff`s solicitors a notice to complete in which was incorporated a statement showing that the amount payable on completion was $100,500. The statement was, on the face of it, technically incorrect because the plaintiff had at 12.35pm on the same day sent a cashier`s cheque for $72,900 to the defendants` solicitors. The plaintiff took possession of the flat on 22 April 1987. On 23 April 1987 the plaintiff`s solicitors telexed the defendants` solicitors requesting a fresh completion notice and a correct completion statement. A reminder was sent on 28 April 1987 whereupon the defendants` solicitors replied that the statement of account sent on 15 April was not incorrect (as it crossed the notice to complete). On 30 April 1987,...