Travista Development v Tan Kim Swee: Breach of Contract & 'Best Endeavours' in Property Sale
In Travista Development Pte Ltd v Tan Kim Swee Augustine and Others, the Court of Appeal of Singapore dismissed Travista Development's appeal on December 31, 2007, upholding the High Court's decision. The case concerned a breach of contract claim related to a sale and purchase agreement for a property. The primary legal issue was whether Travista Development had used its 'best endeavours' to obtain the necessary approval for the purchase. The court found that Travista Development had not met this obligation, leading to the dismissal of their appeal and the forfeiture of their deposit.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal dismissed with costs and the usual consequential orders.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Travista Development's appeal dismissed for failing to complete property purchase. Court found breach of 'best endeavours' clause in obtaining approval.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Travista Development Pte Ltd | Appellant | Corporation | Appeal Dismissed | Lost | K Shanmugam, Dinesh Dhillon, Margaret Ling |
| Tan Kim Swee Augustine | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Allen Chan Pow Kong | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Liang Meng To | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Double Up Pte Ltd | Respondent | Corporation | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Yong Meng | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Lim Joke Ngan | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Chua Yat Chai (Alias Chua Hock Tat) | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Jioe Ie Mien | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Wong Chun Keung | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Eu Teck Soon | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Shek Ling Mary Ann | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Yew Chong Kew | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
| Kwan Mee Sin | Respondent | Individual | Judgment for Respondent | Won | Davinder Singh, Hri Kumar Nair, Tham Feei Sy, Low Yun Hui James |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chan Sek Keong | Chief Justice | Yes |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| V K Rajah | Justice of the Court of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| K Shanmugam | Allen & Gledhill LLP |
| Dinesh Dhillon | Allen & Gledhill LLP |
| Margaret Ling | Allen & Gledhill LLP |
| Davinder Singh | Drew & Napier LLC |
| Hri Kumar Nair | Drew & Napier LLC |
| Tham Feei Sy | Drew & Napier LLC |
| Low Yun Hui James | Drew & Napier LLC |
4. Facts
- Travista Development agreed to purchase property for $30.5 million.
- The sale was subject to obtaining approval from the Singapore Land Authority.
- Travista Development needed a Qualifying Certificate to complete the purchase.
- The sale and purchase agreement had a 'best endeavours' clause.
- Travista Development applied for financing for the entire project, not just the guarantee.
- The respondents rescinded the sale and purchase agreement.
- The respondents sought to forfeit the $3.05 million deposit.
5. Formal Citations
- Travista Development Pte Ltd v Tan Kim Swee Augustine and Others, CA 59/2007, [2007] SGCA 57
6. Timeline
| Date | Event |
|---|---|
| Sale and purchase agreement entered into | |
| Application for Approval submitted to Controller of Residential Property | |
| Controller approved application subject to guarantee | |
| Transfer forms sent to respondents | |
| Maybank decided not to provide financing | |
| OCBC provided indicative financing terms | |
| Appellant informed respondents completion would not occur by 12 March 2007 | |
| Respondents stated appellant breached the sale and purchase agreement | |
| Respondents gave notice to complete transaction within 21 days | |
| OCBC approved appellant's request for financing | |
| Appellant filed Originating Summons | |
| SLA issued Qualifying Certificate to appellant | |
| Appellant gave notice of intention to complete sale and purchase | |
| Court of Appeal decision |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the appellant breached the contract by failing to use its best endeavours to obtain the necessary approval.
- Category: Substantive
- Sub-Issues:
- Failure to complete purchase
- Failure to use best endeavours
- Related Cases:
- [2007] SGCA 57
- Interpretation of 'Best Endeavours' Clause
- Outcome: The court interpreted the 'best endeavours' clause to require the appellant to take all reasonable steps to obtain the Qualifying Certificate without delay.
- Category: Substantive
- Sub-Issues:
- Obligation to act prudently
- Reasonable steps to obtain approval
- Obligation to act without delays
- Related Cases:
- [1980] FSR 335
- [2004] 1 SLR 118
- [2001] 1 SLR 445
- Estoppel by Convention
- Outcome: The court initially found estoppel by convention, but later disagreed with the Judge's finding.
- Category: Substantive
- Sub-Issues:
- Shared assumption of fact
- Unconscionability of denying assumption
- Related Cases:
- [1992] 2 SLR 961
- [1997] 1 SLR 248
- [2005] 1 SLR 379
- [2006] 2 SLR 195
- [2006] 3 SLR 216
8. Remedies Sought
- Declaration to complete sale and purchase
- Declaration that 21-day notice was null and void
- Declaration that 21-day notice was valid and effective
- Declaration that the sale and purchase agreement had been duly rescinded
- Declaration that the deposit had been validly forfeited
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Real Estate Law
11. Industries
- Real Estate
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Travista Development Pte Ltd v Tan Kim Swee Augustine | High Court | Yes | [2007] 3 SLR 628 | Singapore | The High Court decision being appealed against in the current judgment. |
| IBM United Kingdom Ltd v Rockware Glass Ltd | N/A | Yes | [1980] FSR 335 | England and Wales | Cited for the definition of 'best endeavours' clause in a contract. |
| Justlogin Pte Ltd v Oversea-Chinese Banking Corp Ltd | N/A | Yes | [2004] 1 SLR 118 | Singapore | Referred to in defining the legal obligation imposed by a contractual best endeavours clause. |
| Ong Khim Heng Daniel v Leonie Court Pte Ltd | N/A | Yes | [2001] 1 SLR 445 | Singapore | Cited for the explanation of the duty discharged by doing everything reasonable in good faith with a view to obtaining the required result within the time allowed in a best endeavours clause. |
| Group Exklusiv Pte Ltd v Diethelm Singapore Pte Ltd | N/A | Yes | [2003] 4 SLR 582 | Singapore | Cited for the relevant facts to consider in cases involving best endeavour clauses. |
| In re Strand Music Hall Company (Limited), ex parte European and American Finance Company (Limited) | N/A | Yes | (1865) 35 Beav 153 | England and Wales | Cited for the principle of documentary interpretation that every part of a written instrument should be given effect if possible. |
| MacarthurCook Property Investment Pte Ltd v Khai Wah Development Pte Ltd | High Court | Yes | [2007] SGHC 93 | Singapore | Cited for reiterating the principle that courts should not adopt an interpretation of a contract which would render the language of a particular clause redundant. |
| Wong Phila Mae v Shaw Harold | N/A | Yes | [1991] SLR 93 | Singapore | Cited regarding the opportunity to put forth all facts before the court. |
| Wardley Ltd v Bestland Development Pte Ltd | N/A | Yes | [1992] 2 SLR 961 | Singapore | Cited as an example of a case where estoppel by convention was relied on. |
| Singapore Island Country Club v Hilborne | N/A | Yes | [1997] 1 SLR 248 | Singapore | Cited as an example of a case where estoppel by convention was relied on. |
| MAE Engineering Ltd v Fire-Stop Marketing Services Pte Ltd | N/A | Yes | [2005] 1 SLR 379 | Singapore | Cited as an example of a case where estoppel by convention was relied on. |
| Singapore Telecommunications Ltd v Starhub Cable Vision Ltd | N/A | Yes | [2006] 2 SLR 195 | Singapore | Cited as an example of a case where estoppel by convention was relied on. |
| Candid Water Cooler Pte Ltd v United Overseas Bank Ltd | N/A | Yes | [2006] 3 SLR 216 | Singapore | Cited as an example of a case where estoppel by convention was relied on. |
| Norwegian American Cruises A/S v Paul Mundy Ltd (The “Vistafjord”) | N/A | Yes | [1988] 2 Lloyd’s Rep 343 | England and Wales | Cited for the elements required for estoppel by convention to operate. |
| HIH Casualty & General Insurance v Axa Corporate Solutions | N/A | Yes | [2002] 2 All ER (Comm) 1053 | England and Wales | Cited for the principle that estoppel by convention cannot arise where neither party was aware of the facts on which the common assumption was based. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Residential Property Act (Cap 274, 1985 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Best endeavours
- Qualifying Certificate
- Completion Date
- Sale and purchase agreement
- Residential Property Act
- Estoppel by convention
- Guarantee
- Financing
- Singapore Land Authority
15.2 Keywords
- breach of contract
- best endeavours
- property law
- singapore
- real estate
- qualifying certificate
- estoppel
16. Subjects
- Contract Law
- Real Estate
- Civil Litigation
17. Areas of Law
- Contract Law
- Equity
- Land Law
- Construction Law
- Property Law