Meng Leong Development Pte. Ltd v Jip Hong Trading Company Pte. Ltd
| Jurisdiction | UK Non-devolved |
| Judge | Lord Brandon of Oakbrook |
| Judgment Date | 15 October 1984 |
| Neutral Citation | [1984] SGPC 6 |
| Citation | [1984] SGPC 6 |
| Defendant Counsel | EG Nugee QC, JS Trenhaile, YR Jumabhoy and R Ramason (Freshfields) |
| Published date | 19 September 2003 |
| Docket Number | Privy Council Appeal No 24 of 1983 |
| Subject Matter | Damages awarded in lieu of specific performance,Damages awarded paid and accepted,Remedies under uncompleted contract,Damages deposited with stake holder at purchaser's request,Promissory estoppel,Equity,Purchaser awarded damages in lieu of specific performance,Leave granted to cross-appeal for specific performance,Contract,Appeal against quantum of damages,Estoppel,Sale of land,Whether purchaser estopped by election from seeking specific performance or appeal,Land,Sale by vendor to third party,Estoppel by conduct |
| Court | Privy Council |
| Plaintiff Counsel | Gerald Godfrey QC and Molly Lim (Coward Chance) |
The salient facts in this case are not in dispute.
By an option to purchase in writing dated 21 March 1979 (the option) and in consideration of a booking fee of $2,000 paid by the plaintiffs to the defendants, the defendants offered to sell a two-storey terraced house to be erected on Lot 2388 of Mukim XXIV (the premises) at the price of $152,500. It was agreed that the premises was at all material times residential property within the meaning of the Residential Property Act 1976 (the Act) and that the plaintiff company was a Singapore company within the meaning of the Act.
It was a condition of the option that, in order to exercise the option, the plaintiffs had to sign a contract for sale and purchase of the premises in the prescribed form (the contract), whereupon the defendants would have to sign the said contract, and upon the defendants so doing the plaintiffs would have to pay the defendants forthwith 10% of the purchase price less the sum of $2,000 being the aforementioned booking fee.
On 23 April 1979 the plaintiffs exercised the said option by signing the contract prepared by the defendants` solicitors and forwarded it to them on the same day together with the balance of the 10% of the purchase price. It was not in dispute that as between the parties there was a good and binding contract for the sale and purchase of the premises.
On 26 April 1979 (AB14) the defendants` solicitors asked for copies of the letter of clearance and the statutory declaration referred to under ss 8(2)(b) and 8(4) respectively of the Act and on 27 April 1979 (AB15) they went on to say that their clients were withholding signing of the contract pending confirmation of the said letter of clearance. They further said that if such confirmation was not forthcoming by 30 April 1979 their clients would treat the agreement as cancelled. Thereupon on the same day (AB16) the plaintiffs` solicitors sent a copy of the letter of clearance and a copy of the statutory declaration together with annexure `A` referred to therein were sent to the defendants` solicitors. The matter was not allowed by the defendants to rest there. Their solicitors on 5 May 1979 wrote that their clients, before they countersigned the contract, would require the copies of both the letter of clearance and the statutory declaration with annexure `A` to be duly certified by the purchasers` solicitors as true copies. The letter (AB17) contained a request made for the first time for a certified true copy of the directors` resolution authorizing and approving the purchase of the premises. However, some time after the receipt of this letter (AB17) by the plaintiffs` solicitors, the defendants` solicitors agreed that there was no need for the letter of clearance to be duly certified by the plaintiffs` solicitors.
In their letter 11 May 1979 (AB18) to the defendants` solicitors the plaintiffs` solicitors enclosed a certified true copy of the directors` resolution which bore the date 9 May 1979 and a photostat copy of the statutory declaration (the original being with the Controller of Residential Property) certified by the plaintiff company Secretary.
Nothing further was heard until 21 May 1979 (AB20) when the defendants` solicitors wrote saying `that the copies of Statutory Declaration dated 23 June 1978 certified by the Secretary is not acceptable to our clients`. They further said that their clients did not wish to proceed with the sale and refunded the 10% deposit. On 22 May 1979 the plaintiffs` solicitors insisted by letter (AB21) that there was a good and binding contract. On 29 May 1979 the defendants in their letter (AB23) repeated what they had said in their letter of 21 May (AB20) and on the following day wrote again (AB24) raising for the first time the non-acceptability of the directors` resolution for the reason that it was taken on 9 May 1979 which was after the signing of the contract.
The plaintiffs on their part were not content to leave matters there. They went back to the defendants` solicitors by letter dated 31 May 1979 (AB25) enclosing a certified true copy of the statutory declaration dated 27 June 1978 by the Controller of Residential Property (the Controller). The response to this letter was by one dated 2 June 1979 (A26) where the defendants declared that the matter was closed and that they had treated the sale and purchase of the premises as cancelled as the plaintiffs had failed to furnish them with a certified true copy of the statutory declaration dated 27 June 1978 to their satisfaction within the date-line, ie 12 May 1979.
On 4 July 1979 the plaintiffs lodged Caveat No CV/27207 in the Land Titles Registry against the premises.
On 17 September 1979 the defendants entered into an agreement with Chew Yim Min and Chou Yim Tat whereby the defendants agreed to sell and the said Chew Yim Min and Chou Yim Tat agreed to purchase the said property for the sum of $126,500.
It was in these circumstances that the plaintiffs commenced these proceedings against the defendants for:
(i) Specific performance of the contract.
(ii) An injunction to restrain the defendants whether by themselves or their servants or agents from selling, mortgaging or otherwise dealing with the premises.
(iii) Further or alternatively, damages for breach of contract.
To this the defendants` defence was that it was a reasonably implied term or condition of the option that the plaintiffs, in the event of their exercising the option, should furnish proof to the satisfaction of the defendants that they were not precluded under the provisions of the Act from purchasing the premises by complying, within a reasonable time from the date of exercise of the option, with the following two conditions:
(i) The plaintiffs had to produce a certificate of clearance by the Controller that they were at liberty to acquire and retain the premises in accordance with s 8 of the Act
(ii) The plaintiffs had to produce a certified copy of the statutory declaration made by their secretary or director which had to be filed by them on or before 1 July 1978 furnishing particulars of the citizenship status of each of their members and directors in accordance with s 8(4) of the Act and the certificate of clearance or to produce a letter by the Controller that such statutory declaration. had been so filed. They went on to plead specifically that:
(a) the plaintiffs by filing their statutory declaration with the Controller on 8 July 1978 were out of time;
(b) the plaintiffs had not to the satisfaction of the defendants within a reasonable time from the date of exercise of the option, furnished to the defendants a certified copy of the statutory declaration;
(c) the plaintiffs had failed to satisfy the defendants within a reasonable time from the date of exercise of the option that the requisite statutory declaration had been filed within time with the Controller.
At the trial counsel for the defendants did not press the question of the directors` resolution, raised by the defendants` solicitors towards the latter part of their correspondence with the plaintiffs` solicitors, and said that her case depended on (1) whether her statutory declaration plea would succeed or fail, her point here being that the yearly statutory declaration under s 8(4) of the Act had not been filed on or before 1 July 1978, it having been actually filed on 8 July 1978 and (2) the plaintiffs had or had not furnished the defendants with a satisfactory copy of the statutory declaration.
I found both submissions without merit and dismissed her claim with costs.
In my view, all that matters in this case is that, at the date of the contract the plaintiffs were a Singapore company within the meaning of the Act and this was conceded by the defendants. There was no doubt the yearly statutory declaration had been filed eight days out of time. Under the Act, this, in my view, in no way invalidates or affects the contract as such between the parties. As for the point that the defendants were not furnished by the plaintiffs with a satisfactory copy of the statutory declaration filed on 8 July 1978 there is, in my view, no obligation under the Act for a copy of such a declaration to be furnished by the plaintiffs to the defendants. I did not understand what the defendants were complaining about. They had been given a copy of the statutory declaration, declared on 27 June 1978 and filed on 8 July 1978, on 11 May 1979 (AB18) but had not complained until 21 May 1979 (AB20) about the inadequacy of the certification by the Secretary of the company. One would have thought that the Secretary of the company would have been the best person to certify as s 8(4) requires that `every Singapore company shall file with the Controller on or before 1 July of each year (as from 1977), a Statutory Declaration made by the Secretary ...`.
[1983] 2 MLJ 25 .
Gerald Godfrey QC and Molly Lim ( Coward Chance ) for the appellant.
EG Nugee QC, JS Trenhaile, YR Jumabhoy and R Ramason ( Freshfields ) for the respondent.
Lord Templeman (delivering the majority judgment of the Board):
This appeal arises out of a purchaser`s specific performance action. The purchaser is the respondent Jip Hong Trading Co Pte Ltd. The defendant vendor is the appellant Meng Leong Development Pte Ltd. The action was tried by AP Rajah J in the High Court of Singapore. On behalf of the vendor it was submitted at the trial that specific performance could not be granted because the vendor had, since the date of the purchaser`s contract, sold the contractual property to a third party who was not before the court. The learned judge accepted that submission and awarded damages in lieu of specific performance. The purchaser`s contract price was $152,500, the vendor had spent $38,000 on improvements and there was evidence that at the date of the trial the property was worth $488,000. Accordingly, by an order dated 8 September 1981 AP Rajah J awarded the purchaser...
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