Lim Li Meng Dominic v Ching Pui Sim Sally: Collective Sale, Good Faith, Land Titles (Strata) Act
The Singapore Court of Appeal heard an appeal by Lim Li Meng Dominic, Lim Sui May Petrina, and Koh Nai Hock against the High Court's decision to approve the collective sale of Gilstead Court. The appellants argued that the sale was not conducted in good faith and that the application for approval was made without proper authority. The Court of Appeal allowed the appeal, finding that certain clauses in the Collective Sale Agreement unfairly prejudiced the non-signatory subsidiary proprietors, thus violating the requirement of good faith under the Land Titles (Strata) Act.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal concerning the collective sale of Gilstead Court. The court found the transaction not in good faith due to unfair distribution methods.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| LIM LI MENG DOMINIC | Appellant | Individual | Appeal Allowed | Won | |
| LIM SUI MAY PETRINA | Appellant | Individual | Appeal Allowed | Won | |
| KOH NAI HOCK | Appellant | Individual | Appeal Allowed | Won | |
| SALLY CHING PUI SIM | Respondent | Individual | Appeal Dismissed | Lost | |
| WARREN KHOO | Respondent | Individual | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | Yes |
| Steven Chong | Judge | No |
4. Counsels
4. Facts
- Gilstead Court is a condominium development comprising 48 units.
- A Collective Sale Committee was appointed on 12 April 2008.
- The CSA contained clauses penalizing SPs who did not sign the agreement.
- The SPs of 43 units had signed the CSA by 8 July 2012.
- Eight SPs of five units in Gilstead Court did not sign the CSA.
- DLPL's bid was for the sum of $150,168,000.
- Khoo rebuffed Pan’s overture, stating that those clauses were “nothing more than attempts at promoting the principle of equality” and “attempts at curbing selfish instincts of individuals”.
5. Formal Citations
- Lim Li Meng Dominic and others v Ching Pui Sim Sally and another and another matter, Civil Appeal No 52 of 2015 and Summons No 266 of 2015, [2015] SGCA 54
- Choo Liang Haw (alias Choo Liang Hoa) and others v Chua Seet Mui and others and another matter, Originating Summons No 982 of 2013, [2015] 2 SLR 931
6. Timeline
| Date | Event |
|---|---|
| Previous attempt at collective sale failed | |
| Previous attempt at collective sale failed | |
| Some SPs decided to try again for collective sale | |
| Collective Sale Committee appointed | |
| Ching, Khoo and Choo appointed as chairperson, secretary and treasurer of the CSC, respectively | |
| Preliminary version of CSA circulated to SPs | |
| Final version of CSA released for signatures | |
| Khoo disseminated an updated “Guide” to the collective sale | |
| SPs of 27 units had signed the CSA and paid the contribution | |
| Marketing agents were appointed | |
| Contribution rate reduced to $1,000 at EOGM | |
| Khoo sent a personal note to an SP regarding sanctions | |
| SPs of 43 units had signed the CSA | |
| Khoo presented to the Lims regarding cost liability | |
| Exco wrote to SPs saying non-signatory SPs were unwilling to sign up | |
| Final Terms and Conditions of Tender dated | |
| Bid by Dillenia Land Pte Ltd accepted | |
| Chan wrote to Exco informing them that the non-signatory SPs would sign the CSA if cll 7.5, 11.2 and 11.3 of the CSA were waived | |
| Pan wrote to the Exco informing them that he had managed to convince the other non-signatory SPs to sign the CSA if the CSC gave written confirmation that it would not seek to enforce cll 7.5, 11.1, 11.2 and 11.3 of the CSA | |
| Khoo rebuffed Pan’s overture | |
| Application to the STB was made | |
| Non-signatory SPs filed objections with the STB | |
| Non-signatory SPs filed objections with the STB | |
| CSC met to discuss DLPL’s offer | |
| STB issued a stop order | |
| Choo filed Originating Summons No 941 of 2013 | |
| Khoo commenced Originating Summons No 982 of 2013 | |
| Pre-trial conference | |
| Further EOGM was held | |
| Amended OS 982 filed | |
| Supporting affidavit for OS 982 filed and served | |
| CSC meeting | |
| Pre-trial conference | |
| Decision Date |
7. Legal Issues
- Good Faith in Collective Sale
- Outcome: The court found that the transaction was not in good faith due to the inclusion of clauses that unfairly prejudiced the non-signatory SPs.
- Category: Substantive
- Sub-Issues:
- Unequal distribution of sale proceeds
- Prejudice to minority owners
- Authority to Initiate Legal Proceedings
- Outcome: The court found that Khoo had no authority to file an application for a collective sale without the concurrence of Ching and Choo.
- Category: Procedural
- Sub-Issues:
- Joint action by authorized representatives
- Ratification of unauthorized application
8. Remedies Sought
- Order for Sale of Property
- Declaration of Rights and Obligations
9. Cause of Actions
- Application for Collective Sale
- Breach of Contract (CSA)
10. Practice Areas
- Real Estate Litigation
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Choo Liang Haw (alias Choo Liang Hoa) and others v Chua Seet Mui and others and another matter | High Court | Yes | [2015] 2 SLR 931 | Singapore | The decision from which this appeal arose. The Judge approved the application for collective sale, notwithstanding the fact that he had considered a number of controversial terms in the underlying Collective Sale Agreement to be unenforceable and had struck them out. |
| N K Rajarh and others v Tan Eng Chuan and others | Court of Appeal | Yes | [2014] 1 SLR 694 | Singapore | Cited for the principle that the balance between competing interests, particularly between the consenting majority and the dissenting minority, is at the heart of the law on collective sales. |
| The One Suites Pte Ltd v Pacific Motor Credit (Pte) Ltd | Court of Appeal | Yes | [2015] 3 SLR 695 | Singapore | Cited for the legal principles of good faith at common law. |
| Chua Choon Cheng and others v Allgreen Properties Ltd and another appeal | Court of Appeal | Yes | [2009] 3 SLR(R) 724 | Singapore | Cited for the principle that the collective sale regime was promulgated with the aim of protecting the interests of the minority owners. |
| Ng Swee Lang and another v Sassoon Samuel Bernard and others | Court of Appeal | Yes | [2008] 2 SLR(R) 597 | Singapore | Cited for the principle that the court’s primary role is to ensure that both the letter and the spirit of the en bloc process are observed in order to ensure that the minority owners are not prejudiced. |
| Ng Eng Ghee and others v Mamata Kapildev Dave and others (Horizon Partners Pte Ltd, intervener) and another appeal | Court of Appeal | Yes | [2009] 3 SLR(R) 109 | Singapore | Cited for the principle that the statutory duty of good faith requires the sale committee to hold an even hand between the consenting and the objecting owners. |
| Ng Swee Lang and another v Sassoon Samuel Bernard and others | High Court | Yes | [2008] 1 SLR(R) 522 | Singapore | Cited for the principle that the failure to specify the distribution method in the sale and purchase agreement is not necessarily fatal to an application for collective sale if the method is already set out in the collective sale agreement. |
| Man Financial (S) Pte Ltd (formerly known as E D & F Man International (S) Pte Ltd) v Wong Bark Chuan David | Court of Appeal | Yes | [2008] 1 SLR(R) 663 | Singapore | Declined to make any conclusive observations on the applicability (or otherwise) of the doctrine of notional severance. |
| Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart | Court of Appeal | Yes | [2012] 4 SLR 308 | Singapore | Expressed the view that the reasons given by the Supreme Court of Canada in Shafron v KRG Insurance Brokers (Western) Inc (2009) 301 DLR (4th) 522 for the conclusion that the doctrine of notional severance was inappropriate in the employment context were “persuasive”. |
| Lek Gwee Noi v Humming Flowers & Gifts Pte Ltd | High Court | Yes | [2014] 3 SLR 27 | Singapore | Reference may also be made to the relatively recent Singapore High Court decision of Lek Gwee Noi v Humming Flowers & Gifts Pte Ltd [2014] 3 SLR 27, especially at [174]-[186]). |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84A(1) | Singapore |
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84A(9) | Singapore |
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84A(1)(b) | Singapore |
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84B | Singapore |
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84A(7) | Singapore |
| Land Titles (Strata) Act (Cap 158, 2009 Rev Ed) s 84A(5A)(c) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Collective Sale
- Subsidiary Proprietors
- Collective Sale Agreement
- Good Faith
- Net Sale Proceeds
- Objectionable Clauses
- Common Fund
- Authorized Representatives
- Minority Owners
- Majority Owners
15.2 Keywords
- Collective Sale
- Strata Title
- Good Faith
- Land Titles (Strata) Act
- Singapore
- Real Estate
- Condominium
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Collective Sales | 90 |
| Strata Title Law | 80 |
| Real Estate | 70 |
| Contract Law | 65 |
| Civil Procedure | 50 |
| Corporate Law | 30 |
16. Subjects
- Real Estate
- Collective Sales
- Strata Title
- Civil Procedure