Wee Alice v Yeo Gek Lang

• Jurisdiction: Singapore
• Judgment Date: 09 January 1979
• Date: 09 January 1979
• Docket Number: Civil Appeal No 3 of 1978
• Court: Court of Appeal (Singapore)

Yeo Gek Lang

Plaintiff

and

Wee Alice

Defendant

[1979] SGCA 2

Wee Chong Jin CJ

,

F A Chua J

and

T Kulasekaram J

Civil Appeal No 3 of 1978

Court of Appeal

Agency–Ratification–Manner–Whether there was ratification of unauthorised bargain struck by solicitors–Contract–Ratification–Whether solicitors were authorised by respective clients to enter into sale and purchase of property–Whether there was ratification of unauthorised bargain struck by solicitors–Land–Sale of land–Contract–Subject to contract–Refusal to complete purchase–Whether negotiations amounted to contract

Sometime towards the end of March 1973, the appellant had offered to purchase 95 Jalan Senang (“the property”) from the respondent for $164,000. This was followed by correspondences between the solicitors for both parties in relation to the sale and purchase of the property. On the purported completion date, the appellant's solicitors wrote to the respondent's solicitors a letter stating that the respondent had not been able to view the property and that she would only complete the purchase on the condition that, upon such inspection, she found the premises satisfactory. This led to the respondent's solicitors denying that the appellant had not been afforded the opportunity to view the premises and demanding completion within ten days. On 3 September 1973, the appellant's solicitors replied that upon inspection, she found the premises unsatisfactory and that she did not wish to proceed with the proposed purchase. In February 1974, the respondent sold the property to another purchaser for $142,000 and consequently initiated proceedings against the appellant claiming $22,000 and interest as damages for breach of “a contract in writing contained in letters”. The trial court found for the respondent and the appellant appealed.

Held, allowing the appeal:

(1) The first question that had to be decided was whether on the true construction of the letters passing between the respective solicitors, there was a concluded contract between the respondent and the appellant for the sale and purchase of the property. This would be dependent on whether or not the solicitors were authorised by their respective clients to continue the negotiations and to conclude a bargain for the sale and purchase of the property: at [13].

(2) The law was settled that solicitors were not, in the absence of specific authority, agents of their clients to conclude a contract for them. So far as the respondent's case was concerned, while there was no direct evidence that she authorised her solicitors to conclude a bargain for her. By her signing the engrossed transfer, she had ratified the bargain made by her solicitors. So far as the appellant was concerned, not only was she never asked by her solicitors to agree to the terms, or sign, the draft contract sent by the respondent's solicitors to her solicitors, but even if her solicitors had concluded an open contract for her, there was no evidence of authorisation or ratification that could be inferred from the evidence. Accordingly, the respondent had failed to prove that there was a binding agreement between her and the appellant for the sale of the property: at [14] to [16].

D'Silva v Lister House Development [1971] Ch 17; [1970] 1 All ER 858 (refd)

Eccles v Bryant [1948] Ch 93; [1947] 2 All ER 865 (refd)

Lockett v Norman-Wright [1925] Ch 56 (refd)

L A J Smith (LAJ Smith) for the appellant

Abdul Rashid bin Abdul Gani (Khattar Wong & Partners) for the respondent.

Judgment reserved.

Wee Chong Jin CJ

(delivering the judgment of the court):

1 Number 95, Jalan Senang, Singapore was one of many houses built in 1971 by Kim Toh Realty Pte Ltd who sold it to a Mdm Tan Khuen Tai and her husband. The property boom was on and before the property was conveyed to the purchasers, it was resold to Alice Wee In Neo, the respondent in this appeal. But before the sale and sub-sale were completed, Mdm Yeo Gek Lang, the appellant, offered to purchase it from the respondent for $164,000. This was sometime towards the end of March 1973.

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