Choong Wai Phwee v Chileon: Charity Trustees' Power of Sale & Specific Performance

In Choong Wai Phwee And Others (Trustees of Cheng Liam Um Vegetarian Temple) v Chileon Pte Ltd, the High Court of Singapore addressed an application by the trustees of a vegetarian temple for specific performance of a sale agreement against Chileon Pte Ltd. The trustees sought to enforce the sale of trust land, while Chileon Pte Ltd, the defendant, attempted to rescind the agreement due to concerns about the trustees' power of sale. The court declared that the defendants wrongfully attempted to rescind the contract and ordered specific performance of the agreement to sell.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Charity trustees sought specific performance for a land sale. The court addressed the trustees' power of sale and the validity of the Commissioner of Charities' order.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Choong Wai Phwee And Others (Trustees of Cheng Liam Um Vegetarian Temple)PlaintiffTrustJudgment for PlaintiffWonLok Vi Ming, Raistlina Kwek
Chileon Pte LtdDefendantCorporationJudgment for DefendantLostQuek Mong Hua, Adeline Foo

3. Judges

Judge NameTitleDelivered Judgment
G P SelvamJudgeYes

4. Counsels

Counsel NameOrganization
Lok Vi MingRodyk & Davidson
Raistlina KwekRodyk & Davidson
Quek Mong HuaLee & Lee
Adeline FooLee & Lee

4. Facts

  1. Trustees of Cheng Liam Um Vegetarian Temple entered into an agreement to sell temple property to Chileon Pte Ltd.
  2. The trust deed made in 1927 did not include an express power of sale.
  3. Chileon Pte Ltd resiled from the agreement due to concerns about the trustees' power of sale.
  4. The trustees obtained an order from the Commissioner of Charities authorizing the sale under s 30 of the Charities Act.
  5. Chileon's financiers raised objections to the order, arguing it was inadequate.
  6. Chileon attempted to rescind the sale and purchase agreement (SAPA).
  7. The vendors filed originating summonses seeking specific performance.

5. Formal Citations

  1. Choong Wai Phwee And Others (Trustees of Cheng Liam Um Vegetarian Temple) v Chileon Pte Ltd, OS 763/2000, 764/2000, [2000] SGHC 151

6. Timeline

DateEvent
Trust deed made constituting the Cheng Liam Um Vegetarian Temple charity.
Legal owners granted an option to purchase to Chileon Pte Ltd and/or nominees.
Chileon exercised the option and paid the aggregate deposit.
First completion date.
Application made to the High Court seeking an order to empower the trustees to effect the sale.
Application made to the Commissioner of Charities under s 30(1) of the Charities Act.
Commissioner of Charities made an order authorizing the sale.
David Ong wrote to Rodyks regarding the mortgagee's view that the order was inadequate.
David Ong stipulated the second completion date as 16 May 2000.
Lee and Lee wrote to the Attorney General.
The Attorney General gave his consent.
The Commissioner reasserted his position that the order given under s 30 was sufficient.
Mr Hubert Picarda QC gave his opinion.
All the nine owners signed a letter addressed to the Commissioner of Charities.
The parties had a conference with the Commissioner.
Lee and Lee sent a letter by fax to the Commissioner.
Commissioner of Charities issued an order under s 24(1) of the Charities Act.
The purchasers sought to rescind the SAPA.
Originating summonses filed.
Originating summonses heard.
Orders made in both originating summonses in favor of the vendors.
Decision Date

7. Legal Issues

  1. Power of Charity Trustees to Sell Trust Land
    • Outcome: The court held that the Commissioner's order authorized the sale, and the trustees were able to complete the sale.
    • Category: Substantive
    • Sub-Issues:
      • Absence of express power of sale
      • Requirement for court or Commissioner of Charities authorization
  2. Validity of Commissioner of Charities' Order
    • Outcome: The court held that the Commissioner's order under s 30 was valid and effective for the purpose it was required.
    • Category: Procedural
    • Sub-Issues:
      • Proper provision for order (s 30 vs s 24)
      • Sufficiency of order to authorize conveyance
  3. Specific Performance of Sale Agreement
    • Outcome: The court ordered specific performance of the agreement to sell.
    • Category: Substantive
    • Sub-Issues:
      • Wrongful rescission of contract
      • Readiness, willingness, and ability to complete sale

8. Remedies Sought

  1. Specific Performance
  2. Declaration that the purchasers were in breach

9. Cause of Actions

  • Breach of Contract
  • Specific Performance

10. Practice Areas

  • Charitable Trusts
  • Specific Performance
  • Commercial Litigation

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Re W & R Holmes and Cosmopolitan Press, Limited`s ContractHigh CourtYes[1944] 1 Ch 53England and WalesCited to support the principle that a purchaser may refuse to complete a sale if the trustee lacks the power to sell, unless the trustee obtains approval from a statutory authority.
Re Howard Street Congregational Chapel, SheffieldHigh CourtYes[1913] 2 Ch 690England and WalesCited to explain the legal position that prior to the Charitable Trusts Act, charity trustees could sell charity lands even without an express power of sale, but such sales could be challenged if not beneficial to the charity.
Bishop of Bangor v ParryQueen's Bench DivisionYes[1891] 2 QB 277England and WalesCited to explain that statutory prohibitions on transfers without authorization make aberrant transfers unlawful and void, not merely voidable.
Milner v Staffordshire Congregational Union (Inc)Chancery DivisionYes[1956] Ch 275England and WalesCited to show that a statutory prohibition applies to conveyances as well as contracts to sell.
Knight Sugar Co Ltd v Alberta Rly & Irrigation CoPrivy CouncilYes[1938] 1 All ER 266CanadaCited to support the doctrine of merger, where an executory agreement is carried out by a deed, the real completed contract is found in the deed.
Andrews v M`GuffogHouse of LordsYes[1886] 11 App Cas 313United KingdomCited to show that in the case of a public charitable trust the courts have a power and discretion which does not belong to them in the case of a private trust.
Hughes v Metropolitan Rly CoHouse of LordsYes[1877] 2 App Cas 439United KingdomCited to support the application of the principle of equitable estoppel.
Michael Richards Properties Ltd v Corporation of Wardens of St Saviour`s Parish, SouthwarkCourt of AppealYes[1975] 3 All ER 416England and WalesCited to support the principle that a contract to sell charity land expressly subject to consent of the stipulated authority is a valid agreement to sell.
Haslemere Estates Ltd v BakerHigh CourtYes[1982] 3 All ER 525England and WalesCited to support the principle that a contract to sell charity land expressly subject to consent of the stipulated authority is a valid agreement to sell.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Charities Act (Cap 37, 1995 Rev Ed)Singapore
Charities Act (Cap 37, 1995 Rev Ed)Singapore
Trustees ActSingapore
Government Proceedings ActSingapore
Conveyancing and Law of Property Act (Cap 61)Singapore
Sale of Goods Act (Cap 393)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Charity Trustees
  • Power of Sale
  • Commissioner of Charities
  • Specific Performance
  • Sale and Purchase Agreement
  • Trust Deed
  • Beneficial to the charity
  • Authorisation of the sale
  • Doctrine of merger
  • Equitable estoppel

15.2 Keywords

  • charity
  • trustees
  • sale
  • specific performance
  • land
  • commissioner of charities

16. Subjects

  • Charitable Trusts
  • Real Property
  • Contract Law

17. Areas of Law

  • Charities Law
  • Trust Law
  • Contract Law
  • Real Property Law