Wardley Ltd v Bestland Development Pte Ltd (in liquidation) & Another and Other Appeals

JurisdictionSingapore
JudgeChao Hick Tin J
Judgment Date29 October 1992
Neutral Citation[1992] SGCA 70
Docket NumberCivil Appeal Nos 1, 2, 3 and
Date29 October 1992
Published date19 September 2003
Year1992
Plaintiff CounselLoh Boon Huat (Godwin & Co)
Citation[1992] SGCA 70
Defendant CounselK Shanmugam and Foo Maw Shen (Allen & Gledhill)
CourtCourt of Appeal (Singapore)
Subject MatterProprietary estoppel,Whether representor's conduct inequitable,Estoppel,Whether representation unambiguous,Whether common assumption existed,Equity

These four appeals all arose out of the commercial development formerly known as the Glass Hotel and Shopping Centre, now known as the Concorde Hotel and Shopping Centre, erected on Lots 1573 and 1571 of Mukim 1, Singapore (`the Glass Hotel Shopping Centre`).

The appellants are a company incorporated in Hong Kong and are authorized to carry on business as merchant bankers in Singapore.
The first respondents were the developers of the Glass Hotel Shopping Centre. The second respondents are purchasers of units in the Glass Hotel Shopping Centre.

The facts set out herein are undisputed and are common to all the four appeals.


On 23 June 1980, after having been awarded the aforesaid land parcels for development into a hotel and a shopping centre, the first respondents entered into a building agreement (`the building agreement`) with the Urban Redevelopment Authority (`the URA`) pending the issue to them of a 99-year lease.
Clause 2(xi) of the building agreement contained restrictions on sale of the units in the development by the first respondents.

On 29 September 1982, on the application of the first respondents, a supplemental building agreement (`the supplemental building agreement`) was entered into between the URA and the first respondents.


Under the supplemental building agreement, the first respondents were granted partial waiver of cl 2(xi) of the building agreement and the first respondents were permitted to sublease, sell or transfer the units in the development prior to completion of the same subject to the terms and conditions of the supplemental building agreement.


By cl 4 of the supplemental building agreement, it was provided:

That [the first respondents] shall deposit all moneys received by it for each month in respect of such subleasing, sale or transfer as the case may be with [URA] not later than the last day of the month.



It was probably due to the above clause that the standard form of the sale and purchase agreements used by the first respondents omitted cl 7 of the form prescribed under The Sale of Commercial Properties Rules 1979 (`the 1979 form`) or cl 6 of the form prescribed under the The Sale of Commercial Properties Rules 1985 (`the 1985 form`).
Clause 7 of the 1979 form reads:

Notwithstanding anything herein contained and so long as the said unit is subject to a mortgage or other encumbrance, the Purchaser shall, instead of paying the instalments due under clause 4 to the Vendor, pay the same to the mortgagee or other encumbrancer and in this event such payments shall be deemed to be payments to the Vendor in due performance by the Purchaser of his obligations under that clause.



Clause 6 of the 1985 form is in similar, though not identical, terms.


Therefore, by the omission of cl 7 of the 1979 form or cl 6 of the 1985 form, as the case may be, the purchasers of units in the development were required to pay the progress payments as they fell due to the first respondents, who in turn were required to pay the same over to the URA under the supplemental building agreement.


On 13 October 1982, the first respondents entered into a loan agreement with the appellants as managers for a syndicate of lenders.
This loan agreement followed by several supplements thereto (collectively `the first loan agreement`) was for a loan facility of up to Singapore dollars fifty-five million ($55,000,000).

The first loan agreement was followed by a second loan agreement dated 22 November 1983 with supplements thereto (collectively `the second loan agreement`).
The second loan agreement was for another loan facility of up to Singapore dollars twenty million ($20,000,000).

As security for the said facilities, the first respondents executed two mortgages on 13 October 1982 and 22 November 1983.
Both mortgages were registered in the Land Titles Registry on 8 October 1984 as instruments Nos 1/90705C and 1/90706C. By the two instruments the unsold units were charged to the appellants to secure the said facilities.

By cl 4.7(b) of the covenants and conditions of the first mortgage, it was provided:

[The first respondents] shall not make use of the proceeds of sale or sublease income collected but shall deposit the same with the URA and the release of any part of such moneys if allowed by the URA shall be made direct to [the appellants] to the account of the [first respondents] to be held by [the
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8 cases
  • Keppel Tatlee Bank Ltd v Teck Koon Investment Pte Ltd and Others
    • Singapore
    • High Court (Singapore)
    • 29 February 2000
    ...... Goh Eng Keah (`Goh`) (they described one another as `business partners`), purchased the mortgaged ... property stood, for purposes of development, and a `Construction Facility` which was intended ... a copy of the signed agreement and all such other information relating to the unit sold as the ...Further, the case of Wardley Ltd v Bestland Development Pte Ltd [1992] 2 ......
  • Chok Boon Hock v Great Eastern Life Assurance Co Ltd
    • Singapore
    • High Court (Singapore)
    • 11 July 1998
    ...can apply only if there is a common or shared assumption of an agreed statement of facts. See Wardley Ltd v Bestland Development Pte Ltd [1992] 2 SLR 961 at 966 where it is stated: On estoppel by convention, the assumption upon which both parties act must also be a common one: See The Augus......
  • Travista Development Pte Ltd v Tan Kim Swee Augustine and Others
    • Singapore
    • Court of Appeal (Singapore)
    • 31 December 2007
    ...However, this defence has been relied on increasingly in our courts: see, for example, Wardley Ltd v Bestland Development Pte Ltd [1992] 2 SLR 961; Singapore Island Country Club v Hilborne [1997] 1 SLR 248; MAE Engineering Ltd v Fire-Stop Marketing Services Pte Ltd [2005] 1 SLR 379 at [43]–......
  • Chok Boon Hock v Great Eastern Life Assurance Co Ltd
    • Singapore
    • High Court (Singapore)
    • 11 July 1998
    ...can apply only if there is a common or shared assumption of an agreed statement of facts. See Wardley Ltd v Bestland Development Pte Ltd [1992] 2 SLR 961 at 966 where it is stated: On estoppel by convention, the assumption upon which both parties act must also be a common one: See The Augus......
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1 books & journal articles
  • UNDUE INFLUENCE, UNCONSCIONABILITY AND GOOD FAITH
    • Singapore
    • Singapore Academy of Law Journal No. 1996, December 1996
    • 1 December 1996
    ...147 See eg Quah Poh Hoe v Probo Pacific Leasing Pte Ltd[1993] 1 SLR 14 (CA), Wardley Ltd v Bestland Development Pte Ltd (in liq)[1992] 2 SLR 961 (CA). 148 [1996] 2 SLR 468, reversed on its facts, supra, n 104. 149 [1995] 1 SLR 643. 150 See Brandon LJ in Amalgamated Property Investment v Tex......

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