Tunas Pte Ltd v Management Corporation Strata Title Plan No 562
Jurisdiction | Singapore |
Judge | Belinda Ang Saw Ean J |
Judgment Date | 08 September 2015 |
Neutral Citation | [2015] SGHC 236 |
Citation | [2015] SGHC 236 |
Docket Number | Originating Summons No 505 of 2014 |
Published date | 15 September 2015 |
Hearing Date | 20 May 2015,29 October 2014,10 September 2014,19 January 2015 |
Plaintiff Counsel | Cheong Yuen Hee (Y H Cheong) (Instructed) and Peter Pang Giap Oon (Peter Pang & Co) |
Date | 08 September 2015 |
Defendant Counsel | Lim Chee San (TanLim Partnership) |
Court | High Court (Singapore) |
Subject Matter | Land,Land charges,Removal,Management corporation,Strata titles |
The plaintiff, Tunas Pte Ltd, was at all material times, the subsidiary proprietor of units #27-01 to #27-08 and #28-00 in Hub Synergy Point, a commercial development located at 70 Anson Road, Singapore 079905 (“the Premises”). The defendant, the Management Corporation Strata Title Plan No 562, is the Management Corporation of Hub Synergy Point.
This round of dispute between the parties started after the plaintiff sold the Premises in May 2014. It was common ground that instruments registered as IB24036N and IB31843D were still registered against the plaintiff’s estate and interest in the Premises despite full and final satisfaction of the plaintiff’s indebtedness in 2008. On 9 May 2014, the defendant for the first time claimed that it was owed substantial legal fees in the total sum of $112,176.37 (“the 2014 demand”). This 2014 demand surfaced after the plaintiff informed the defendant about the sale of the Premises on 7 May 2014 and asked that the registered instruments against the Premises be withdrawn or discharged.
On 22 May 2014, the defendant threatened legal action if the 2014 demand was not paid by 29 May 2014.1 The plaintiff rejected the 2014 demand and filed Originating Summons No 505 of 2014 (“OS 505”) on 30 May 2014 to compel,
On 20 May 2015, I made the following orders on the amended prayers in OS 505:
The defendant has appealed against the orders made on 20 May 2015.
OS 505The main issue in OS 505 (as amended) was the legal basis of the plaintiff’s claim for re-payment of $20,647.90. Put another way, could the defendant have lawfully demanded payment of legal fees in the total sum of $20,647.90 before taking steps to withdraw or discharge the registered instruments IB24036N and IB31843D? Significantly, the defendant never pursued solicitor and client costs (“S&C costs”) as an additional component of its claims against the plaintiff in 2008. The issue was whether those legal fees were by necessary implication compromised upon full and final satisfaction of the plaintiff’s indebtedness in 2008. Other arguments advanced by the plaintiff were the defence of limitation and the paucity of the material to substantiate the defendant’s claim of $20,647.90.
This Grounds of Decision will discuss the scope of s 43 of the BMSMA in the context of the defendant’s claim for S&C costs as well as the legal character of the management corporation’s resolutions relied upon by the defendant as its basis to make the claim for S&C costs.
The facts The Registered Instruments The facts are straightforward. I start with the two instruments that were lodged with the Registrar of Titles in 2008:
On 16 September 2009, the defendant lodged a second Management Corporation Charge which was registered as IB484820J (“the 2009 MCST Charge”). Even though the substantive dispute in OS 505 did not relate to the 2009 MCST Charge, the figure of $20,647.90 nonetheless included the legal fees connected with the lodgement and discharge of the 2009 MCST Charge.
Events leading to the 2008 Memorial and settlement on 6 May 2008On 3 August 2007, the defendant commenced MC Suit 17644 to recover the outstanding contributions and interest levied in relation to upgrading works for the period from March to July 2007.2 The defendant obtained summary judgment against the plaintiff for the total sum of $43,553.70 plus interest and costs on 21 February 2008 (“the February Judgment”).
Thereafter, the defendant obtained a court order to execute against the Premises to satisfy the February Judgment. The
On 6 May 2008, the plaintiff through its lawyers, KhattarWong LLP (“KhattarWong”), paid $51,229.82 being the judgment sum, interest and costs inclusive of disbursements fixed at $4,000. Other than the costs and disbursements of $4,000, the defendant did not demand payment of additional legal fees in connection with SUM 2980, the Order of Court dated 4 March 2008, the 2008 WSS and the 2008 Memorial. According to the plaintiff, full payment of $51,229.82 was tendered and received in respect of the March WSS. Reference to the 2008 WSS was understood by the parties to encompass SUM 2980, the Order of Court dated 4 March 2008 and the 2008 Memorial.
KhattarWong’s covering letter dated 6 May 2008 reads:
Central Chambers Law Corporation
150 Cecil Street #16-00
Singapore 069543
Attention: Mr Rajendran Kumaresan
Dear Sirs
WRIT OF SEIZURE AND SALE NO. 1290 OF 2008/D
MC SUIT NO. 17644 OF 2007/Z
RA 39 OF 2008/T
RA 84 OF 2008/Z
We refer to the above matter.
We enclose herewith or firm’s cheque (UOB487720) for the sum of $51,229.82 with respect to the Writ of Seizure and Sale no. 1290/2008/D made payable to your clients pursuant to Judgment entered against our clients.
Our clients reserve their rights to proceed with the appeals with respect to the matter.
Yours faithfully
[signed]
R. NANDAKUMAR
Enc.
cc. clients
After receiving full and final payment of $51,229.82, the defendant, according to the cause papers, filed a Request dated 20 May 2008 directing the Sherriff to release the Premises from the 2008 WSS. However, the 2008 Memorial remained entered on the land register.
Events leading to the 2008 MCST Charge and payment before 17 April 2009The 2008 MCST Charge was lodged on 21 April 2008 to recover arrears of contributions amounting to $103,641.89. Again, the contributions levied were for upgrading works inclusive of interest from August 2007 to an unspecified date.4
Despite the 2008 MCST Charge, the outstanding contributions were not paid and further contributions levied for upgrading works together with interest continued to accrue. On 25 February 2009, solicitors for the defendants, Rajah & Tann LLP (“Rajah & Tann”) sent a statutory demand for payment of the sum of $181,099.78 being “outstanding contributions … due and payable from [the plaintiff] to [the defendant]”.5
The plaintiff paid the sum of $181,099.78 on 9 April 2009 and its payment voucher dated 9 April 2009 described the sum of $181,099.78 as “payment of outstanding contributions of upgrading works from Aug 2007 to date and including interests [
Plainly, the defendant’s intention was to recover $181,099.78 without requiring the plaintiff to pay its lawyer’s fees seeing that Rajah & Tann’s statutory demand did not ask the plaintiff to pay for any legal fees in connection with: (a) the issuance of the statutory demand letter, and (b) the 2008 MCST Charge. In sum, the defendant did not require the plaintiff to pay any legal fees in exchange for full and final payment of $181,099.78. That payment led to the discontinuance of CWU petition with no costs order against the plaintiff.
2014 demand for legal feesBefore completion of the sale of the Premises, on 22 May 2014, the defendant’s solicitors, TanLim Partnership, sent the 2014 demand to the plaintiff’s solicitors, Mak & Partners (representing the plaintiff in the sale of the Premises). A breakdown of the 2014 demand for legal fees is found in the table provided by TanLim Partnership. The table is reproduced here:
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...and the rule on penalties applies only to breaches of contracts. In Tunas Pte Ltd v Management Corporation Strata Title Plan No 562 [2015] 5 SLR 756, the court explained that a resolution passed at an AGM is generally not a contract between the MCST and the subsidiary proprietors (at [46] t......
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