Premier Properties v Tan Soo Tiong: En-Bloc Sale Dispute over Wrongful Demand and Delay
In Premier Properties Pte Ltd v Tan Soo Tiong, the High Court of Singapore addressed a dispute arising from an en-bloc sale agreement. Premier Properties, the plaintiff, sought a declaration that the demands made by the defendants, Tan Soo Tiong and others, under performance guarantees were wrongful and invalid. The defendants counterclaimed for various declarations, alleging breach of contract and seeking to terminate the agreement due to delays in delivering vacant possession of new flats. The court (Lee Seiu Kin JC) declared the demands wrongful, found Premier Properties in breach for failing to deliver vacant possession by the due date, and held that the defendants were not entitled to terminate the agreement. The court also ruled on the payment of liquidated damages.
1. Case Overview
1.1 Court
High Court1.2 Outcome
The court declared the demands wrongful and invalid, found the Plaintiffs in breach of contract for failing to deliver vacant possession, and held that the Defendants were not entitled to terminate the agreement.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Premier Properties sought a declaration that demands by Tan Soo Tiong for en-bloc sale guarantees were wrongful. The court addressed breach and termination.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chua Chay Lee | Defendant | Individual | Demands declared wrongful and invalid | Lost | |
| Premier Properties Pte Ltd | Plaintiff | Corporation | Demands declared wrongful and invalid | Won | |
| Tan Soo Tiong | Defendant | Individual | Demands declared wrongful and invalid | Lost | |
| Loei Tiak bin | Defendant | Individual | Demands declared wrongful and invalid | Lost | |
| Eunice Chee Ai Lien | Defendant | Individual | Demands declared wrongful and invalid | Lost | |
| Phoebe Fong | Defendant | Individual | Demands declared wrongful and invalid | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Thio Shen Yi | Earnest Lau |
| Andre Maniam | Lawrence Tan |
4. Facts
- The Plaintiffs are property developers.
- The five Defendants were owners of various units in two blocks of 24 apartments.
- The parties entered into an agreement for en-bloc sale of the 24 apartments on 22 March 1996.
- The Plaintiffs had procured a banker's guarantee for each of the Defendants in November 1996.
- The Defendants made demands under these guarantees for the sum of $2,762,603.84 each on 12 May 1999.
- The Plaintiffs sought a declaration that those demands were wrongful and invalid.
- The Handing Over Date was 28 August 1999 and the Plaintiffs had failed to deliver possession of the New Flats to the Defendants on that date.
5. Formal Citations
- Premier Properties Pte Ltd v Tan Soo Tiong and Others, OS 789/1999, [2000] SGHC 12
6. Timeline
| Date | Event |
|---|---|
| Agreement for en-bloc sale made | |
| Plaintiffs procured banker's guarantee for each defendant | |
| Completion Date; Defendants transferred titles to apartments to Plaintiffs | |
| Defendants delivered vacant possession of apartments | |
| Preview of proposed development | |
| Receipt of preliminary layout | |
| Approval of name | |
| URA Grant of Written Permission | |
| Housing Developer's Licence | |
| PWD Approval | |
| BCA Approval | |
| Corrigendum on URA Approval | |
| Notice to attend selection served to defendants | |
| Defendants' solicitors' letter | |
| Plaintiffs' solicitors’ letter | |
| First and third Defendants attended a preview of the selection | |
| Defendants' solicitors' letter to Plaintiffs' solicitors purporting to terminate the Agreement | |
| Defendants made demands under guarantees | |
| Plaintiffs took out Originating Summons | |
| Second Defendant filed an affidavit on behalf of all five Defendants | |
| Project commenced | |
| Inspection of site showed construction work had barely started | |
| Defendants filed Notice of Counterclaim | |
| Plaintiffs filed affidavit | |
| Handing Over Date | |
| Hearing of counsel for the parties | |
| Decision Date |
7. Legal Issues
- Breach of Contract
- Outcome: The court found the Plaintiffs in breach of contract for failing to deliver vacant possession of the New Flats to the Defendants by the due date.
- Category: Substantive
- Sub-Issues:
- Failure to deliver vacant possession
- Delay in completion of development
- Repudiation of Contract
- Outcome: The court held that the Defendants were not entitled to terminate the Agreement dated 22 March 1996.
- Category: Substantive
- Sub-Issues:
- Anticipatory breach
- Termination of agreement
- Validity of Demand under Guarantee
- Outcome: The court declared the demands dated 12 May 1999 by the Defendants collectively for the sum of $2,762,603.84 each on the performance guarantees dated 29 November 1996 issued by the Hongkong and Shanghai Banking Corporation Ltd are wrongful and invalid.
- Category: Substantive
- Sub-Issues:
- Condition precedent
- Compliance with terms of guarantee
- Frustration of Contract
- Outcome: The court held that the delay of 12 months in the circumstances of the case has not so altered the nature of the bargain as to frustrate the contract.
- Category: Substantive
- Sub-Issues:
- Abnormal delay
- Unforeseeable event
8. Remedies Sought
- Declaration that demands were wrongful and invalid
- Damages for breach of contract
9. Cause of Actions
- Breach of Contract
- Wrongful Demand under Guarantee
10. Practice Areas
- Commercial Litigation
- Construction Dispute
11. Industries
- Real Estate
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Universal Cargo Carriers Corporation v Citati | Queen's Bench | Yes | [1957] 2 QB 401 | England and Wales | Cited regarding how long a ship is obliged to remain on demurrage and the rights of the owner if the charterer detains her too long. |
| A.G. v Wong Wai Cheng | Court not specified | Yes | [1978-1979] SLR 151 | Singapore | Cited by the Plaintiffs but the court did not find it useful because it dealt with a provision in the contract that specifically provided that any delay shall not vitiate the contract. |
| Pioneer Shipping Ltd v B.T.P. Tioxide Ltd (The Nema) | House of Lords | Yes | [1982] AC 724 | England and Wales | Cited for the test of whether the delay will make any ultimate performance of the relevant contractual obligations 'radically different' from that which was undertaken by the contract. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- En-bloc sale
- Banker's guarantee
- Performance bond
- Vacant possession
- Handing Over Date
- Liquidated damages
- Repudiation
- Frustration
15.2 Keywords
- en-bloc sale
- wrongful demand
- breach of contract
- liquidated damages
- Singapore
- property development
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 80 |
| Breach of Contract | 75 |
| Liquidated Damages | 60 |
| Real Estate | 40 |
| Frustration | 40 |
| Mistake | 30 |
| Commercial Leasing | 30 |
16. Subjects
- Contract Law
- Real Estate
- Construction