Wenwei Investments Pte Ltd v Yeo Jih Hsueh

• Jurisdiction: Singapore
• Judge: Leslie Chew
• Judgment Date: 27 June 2007
• Neutral Citation: [2007] SGDC 180
• Published date: 24 July 2007
• Court: District Court (Singapore)
• Plaintiff Counsel: Tan Bar Tien (B T Tan & Co)
• Defendant Counsel: Kelvin Tan (Drew & Napier LLC)

27 June 2007

District Judge Leslie Chew:

1. This is a matter which had come before me on 30 May 2007 as an appeal against the learned Deputy Registrar’s decision granting the Defendants unconditional leave to defend the action on an application for summary judgment by the Plaintiffs in SUM 15660 0f 2006. After hearing arguments and taking into consideration the written submissions tendered to me, I dismissed the Plaintiffs’ appeal thereby affirming the learned Deputy Registrar’s decision. The Plaintiffs have now appealed to the High Court. I now give my reasons for my decision.

The Basic Facts

2. This case revolves around an Option granted by the Plaintiffs to the Defendant on 8 May 2006 (‘the Option”) for the purchase of a property known as 20B Nassim Road, Singapore (“the Property”). The Option is in the usual form commonly used in Singapore which included the usual terms such as the sale of the Property being subject to The Singapore Law Society’s Conditions of Sale, 1999 so far as they are applicable to a sale by private treaty. The key terms of the Option (so far as they relate to the present action) agreed by the Plaintiffs and Defendants as at 8 May 2006 are not in dispute and they are these:

a. Price – S$15,000,000.00

b. The Expiry date of the Option – 4 pm, 19 June 2006

3. Subsequently, prior to the expiry of the Option on 19 June 2006, the Defendant’s lawyer apparently after having had a telephone conversation with the Plaintiffs’ lawyer (this appears from the Defendant’s lawyer’s letter of 19 June itself) by a letter dated 19 June confirmed that the Plaintiffs had “…agreed to extend the date for exercising the Option to 30 June 2006, subject to the purchase price being increased to S$15,100,000.00”. It also appears from the said letter of 19 June that the additional S$100,000.00 was required by the Plaintiffs to be paid by the Defendants by 21 June. On this issue, the Defendant’s lawyer in the same letter of 19 June goes on further to “…request that the date for the payment of the additional S$100,000.00 to be extended to 23 June 2006.”

4. On the same day, i.e. 19 June 2006, the Plaintiffs’ lawyers replied to the Defendant’s lawyers’ letter of 19 June 2006 as follows:

“Dear Sirs

SALE OF 20B NASSIM ROAD, SINGAPORE 258397

We refer to your letter of 19 June 2006.

We are instructed by our clients as follows:

(1) The validity period of the Option to Purchase will be extended to 4 pm 30 June 2006.

(2) The purchase price will be revised to $15,100,000.00

(3) The additional sum of $100,000.00 in respect of the Purchase Price shall be treated as Option money and payable by close of business on 23 June 2006.

(4) The completion date shall remain as eight (8) weeks from today (19 June 2006) i.e. 14 August 2006”

5. In response to the above-mentioned letter of 19 June 2006 from the Plaintiffs’ lawyers, the Defendant’s lawyers replied on 23 June 2006 in the following terms:

“Dear Sir

PURCHASE OF 20B NASSIM ROAD, SINGAPORE 258397

We refer to your letter dated 19 June 2006.

We are instructed by our client to request for further extension of time to pay the sum of $100,000.00. Our client requests that the sum of $100,000.00 be paid on the 30/6/2006 i.e. at the same time the Option is to be exercised to make up 5% of $15,100,000.00/

Kindly let us hear from you urgently.”

6. At this point I pause to point out that the Plaintiffs’ case is that by their lawyers’ letter of 19 June 2006 (as I have set out above), there was already an agreement between parties on the now varied terms of the Option of 8 May 2006. It is upon this purported agreement that the Plaintiffs have instituted the present action and upon which the summary judgment application is based.

7. Returning to the correspondence upon which this case revolves round, on the same day that is to say, 23 June 2006, the Plaintiffs’ lawyers replied to the Defendant’s lawyers’ letter, essentially reiterating the terms set out in their letter of 19 June which I have set out above, and seeking the Defendant’s “…confirmation in respect of item 1 to 4 of paragraph 2 forthwith” – referring to the exact same terms appearing in paragraph 2 of the their letter of 19 June (see above).

8. It appears that as at 26 June 2006, the Plaintiffs’ lawyers had yet to receive a response to their letter of 23 June 2006. In the result on that day i.e. 26 June 2006, the Plaintiffs’ lawyers wrote to the Defendants’ lawyers as follows:

“To date we have not received a reply thereto. Unless we receive your response thereto, our clients reserve all their rights, including our clients’ rights to elect to rescind the agreement to extend the validity period of the Option to Purchase herein to 4 pm on 30 June 2006 by giving your client written notice of our clients’ intention do so.”

9. In the event, the Option was never exercised by the Defendant or his nominee. This resulted in the Plaintiffs by their lawyers, giving notice to the Defendant on 3 July 2006 that as “…the Option to Purchase has expired, the sum of $100,000.00 payable by your client as further option money in consideration of our clients’ agreement to extend the validity period of the Option to Purchase to 4 pm 30 June 2006 is now due and owing by your client”, and demanding that the Defendant pay the said sum of $100,000.00 within the next 7 days from 3 July 2006.

10. The Defendant’s lawyer replied on 4 July 2006 stating that “…the Defendant do not agree that any agreement was reached between the parties to extend the deadline for the exercise of the Option to 30 June 2006. We would point out that our clients never agreed to the additional terms sought to be imposed by your clients in your letter of 19 June or 23 June 2006. This is clearly evident from your own letter of 26 June 2006.”

11. It is against the factual backdrop as I have set out above that the Plaintiffs argued before me that ‘on the indisputable facts’ of the case the Defendant has no valid defence. It will be recalled that the Plaintiffs’ position based on the above facts is that by 19 June 2006 it was clear from their lawyers’ letter of the same date that there was an agreement to the effect that the Option was varied as to the following terms:

(1) The validity period of the Option to Purchase will be extended to 4 pm 30 June 2006.

(2) The purchase price will be revised to $15,100,000.00

(3) The additional sum of $100,000.00 in respect of the Purchase Price shall be treated as Option money and payable by close of business on 23 June 2006.

(4) The completion date shall remain as eight (8) weeks from today (19 June 2006) i.e. 14 August 2006”

12. The Defendant’s position is naturally contained in his Defence which was filed on 28 Sep 2006 and in the affidavits filed to show cause against the Plaintiffs’ application for summary judgment. The Defendant’s case is that based on the letters which the Plaintiffs rely upon, in particular their lawyers’ letter of 19 June 2006, there was no agreement.

13. As much turned on the Plaintiffs’ solicitors’ letter of 19 June 2006 letter referred to above and to which I shall be returning to in these grounds, for ease of reference I shall refer to it as ‘Plaintiffs’ 19 June Letter’.

The Law

14. Having set out the basic facts relevant to my consideration of the matter as an appeal from the Deputy Registrar’s decision to grant the Defendant unconditional leave to defend the action, I now turn to the law which is applicable.

15. The appeal before me is what is commonly referred to as an “Order 14 appeal”, emanating as it does from an application for summary judgment by the Plaintiffs pursuant to Order 14 of the Rules of Court. Although it is an appeal against the decision of the Deputy Registrar, it is trite that before me it is to be proceeded on the basis of a rehearing.

16. The summary judgment procedure in the Rules of Court is a much used procedure which permits a plaintiff to obtain judgment without delay and further expense if he can show that the Defendant has no defence – Order 14 r. 1. Being a much used procedure, the courts in Singapore regularly hear and decide cases based on the summary judgment procedure as outlined in Order 14 of the Rules of Court. As a result there is very little controversy, in my view, as to how the principles under this procedure, are to be applied. Indeed, in recent years it can be seen that our case law is replete with cases dealing with Order 14 applications. One has only to open the Singapore White Book or Singapore Court Practice by Prof Jeffrey Pinsler (Lexis Nexis) to see the numerous local cases cited on the various aspects of Order 14.

17. Essentially, in an Order 14 application, the plaintiff must satisfy the court that “…the defendant has no defence to a claim included in the writ…” – see Order 14 r.1. If the plaintiff can successfully persuade the court on affidavit evidence that that is the case, then he is entitled to have judgment entered in his favour against the defendant. The defendant is on the other hand entitled to show cause why summary judgment should...