Tan Joy Hon v Sassoon Samuel: Collective Sale Agreement Validity & Authority Dispute

In Tan Joy Hon and Others v Sassoon Samuel Bernard and Others, the High Court of Singapore addressed a dispute among subsidiary proprietors of Phoenix Court regarding the validity of a Collective Sale Agreement (CSA) and the authority of the sale committee to enter into a Supplemental Agreement with Bukit Panjang Plaza Pte Ltd (BPP). The plaintiffs, some of the subsidiary proprietors, sought declarations that the CSA had lapsed and that the Supplemental Agreement was null and void. The court dismissed the originating summons, finding the plaintiffs' arguments misconceived and that the sale committee acted within its authority.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Originating Summons dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Subsidiary proprietors dispute the validity of a collective sale agreement and the sale committee's authority to enter into a supplemental agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sassoon Samuel BernardDefendantIndividualJudgment for DefendantWon
Chong Kok BoonDefendantIndividualJudgment for DefendantWon
Chong Yan ChinDefendantIndividualJudgment for DefendantWon
Tan Joy HonPlaintiffIndividualClaim DismissedLost
Tan Joey ThiamPlaintiffIndividualClaim DismissedLost
Tan Juee ChooPlaintiffIndividualClaim DismissedLost
Liew Sin FatPlaintiffIndividualClaim DismissedLost
Tham Kok HoiPlaintiffIndividualClaim DismissedLost
Yap Siew BeePlaintiffIndividualClaim DismissedLost
Gan Soon BeePlaintiffIndividualClaim DismissedLost
Peck Cheng Chiang @ Peh Seng ThongPlaintiffIndividualClaim DismissedLost
Pauline Gan Poh LianPlaintiffIndividualClaim DismissedLost
Thow Nan YienPlaintiffIndividualClaim DismissedLost
Sugianto AdisuwiryoPlaintiffIndividualClaim DismissedLost
Cheh KheePlaintiffIndividualClaim DismissedLost
Tham Poh KhinPlaintiffIndividualClaim DismissedLost
Lai Yoon Fong CeciliaPlaintiffIndividualClaim DismissedLost
Tan Lau HuahPlaintiffIndividualClaim DismissedLost
Chua To DeyPlaintiffIndividualClaim DismissedLost
Low Eng ChengPlaintiffIndividualClaim DismissedLost
Ng Lay HoonPlaintiffIndividualClaim DismissedLost
Ho Yap SiongPlaintiffIndividualClaim DismissedLost
Chu See Yong @ Tan Tat FongPlaintiffIndividualClaim DismissedLost
Sri SoelijahPlaintiffIndividualClaim DismissedLost
Andrew Ong Lay TengDefendantIndividualJudgment for DefendantWon
Tham Kim Ying @ Tam Kim YingDefendantIndividualJudgment for DefendantWon
Tan Sin YinDefendantIndividualJudgment for DefendantWon
Tay Chong BengDefendantIndividualJudgment for DefendantWon
Mah Kai LeongDefendantIndividualJudgment for DefendantWon
Bukit Panjang Plaza Pte LtdDefendantCorporationJudgment for DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Toh Wei YiLegal21 LLC
Harry EliasHarry Elias Partnership
Christopher YongLegal21 LLC
Josephine ChongUniLegal LLC
Aqbal SinghUniLegal LLC
Tay Yong SengAllen & Gledhill LLP
Muthu ArusuAllen & Gledhill LLP

4. Facts

  1. 21 plaintiffs, subsidiary proprietors of Phoenix Court, challenged the collective sale.
  2. First to eighth defendants were members of the sale committee.
  3. Ninth defendant, BPP, purchased Phoenix Court for $88.1 million.
  4. Plaintiffs claimed the Collective Sale Agreement (CSA) had lapsed.
  5. Plaintiffs alleged the sale committee lacked authority to enter into a Supplemental Agreement.
  6. Plaintiffs sought damages from the defendants.
  7. Plaintiffs filed the OS before the STB granted the order.

5. Formal Citations

  1. Tan Joy Hon and Others v Sassoon Samuel Bernard and Others, OS 829/2007, [2007] SGHC 191

6. Timeline

DateEvent
Survey conducted after Annual General Meeting indicating interest in collective sale.
Sale committee appointed at extraordinary general meeting.
Collective Sale Agreement (CSA) signed.
Subsidiary proprietors owning units exceeding 80% of the share values of Phoenix Court had signed the CSA.
Sassoon appointed to the sale committee.
Sale and Purchase Agreement (SPA) executed with BPP.
CSA and SPA unanimously approved at EOGM.
Application filed with the Strata Titles Board (STB).
Dissenting owners filed an Objection with the STB.
Plaintiffs wrote letters to the dissenting owners and the STB to withdraw consent to the collective sale.
Sale committee requested the STB to put forward the mediation meeting, alternatively, to convert the mediation meeting to a full hearing on the application; both requests were rejected.
Sale committee received a letter from BPP, reiterating that the subsidiary proprietors were obliged to use their best endeavours to perform the SPA.
Urgent meeting of all signatories to the CSA approved and directed the sale committee to enter into a supplemental agreement with BPP to extend the validity of the SPA.
Supplemental Agreement executed with BPP.
Mediation meeting held at STB.
Plaintiffs gave notice of their intention to apply to court.
Plaintiffs filed Originating Summons 829 of 2007.
Sale of Phoenix Court to BPP was approved by the Strata Titles Board.
Originating Summons dismissed.

7. Legal Issues

  1. Validity of Collective Sale Agreement
    • Outcome: The court held that the Collective Sale Agreement was valid and had not lapsed.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of agreement clauses
      • Termination of agreement
  2. Authority of Sale Committee
    • Outcome: The court held that the sale committee had the authority to enter into the Supplemental Agreement.
    • Category: Substantive
    • Sub-Issues:
      • Power to enter into supplemental agreements
      • Agency of sale committee
  3. Obligation to Obtain Strata Titles Board Order
    • Outcome: The court held that the sale committee had an obligation to use its best endeavours to obtain the order from the Strata Titles Board.
    • Category: Substantive
    • Sub-Issues:
      • Best efforts obligation
      • Reasonable endeavours
  4. Bad Faith
    • Outcome: The court found that the plaintiffs had acted in bad faith in attempting to scuttle the collective sale.
    • Category: Substantive
    • Sub-Issues:
      • Attempt to derail collective sale
      • Rising property prices

8. Remedies Sought

  1. Declaration that CSA had determined
  2. Declaration that defendants had no authority to enter into Supplemental Agreement
  3. Declaration that Supplemental Agreement was null and void
  4. Damages to be assessed

9. Cause of Actions

  • Breach of Contract
  • Declaration

10. Practice Areas

  • Real Estate Law
  • Property Law
  • Commercial Litigation

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tan Soo Leng David v Wee, Satku & Kumar Pte Ltd & AnorHigh CourtYes[1998] 2 SLR 83SingaporeCited for the proposition that vendors are required to use their best efforts to procure STB’s approval to the collective sale.
Group Exklusive Pte Ltd v Diethelm Singapore Pte LtdHigh CourtYes[2003] SGHC 247SingaporeCited for the proposition that vendors are required to use their best efforts to procure STB’s approval to the collective sale.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Land Titles (Strata) Act (Cap 158, 1999 Rev Ed)Singapore
Conveyancing and Law of Property Act (Cap 61, 1994 Rev Ed)Singapore
Civil Law Act (Cap 43, 1999 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Collective Sale Agreement
  • Sale Committee
  • Supplemental Agreement
  • Strata Titles Board
  • Subsidiary Proprietors
  • En-bloc Sale
  • Best Endeavours
  • Originating Summons
  • Indemnity Costs

15.2 Keywords

  • Collective Sale
  • Strata Titles
  • Sale Committee Authority
  • Contract Interpretation
  • Singapore Law

17. Areas of Law

Area NameRelevance Score
Collective Sales90
Strata Titles80
Property Law70
Breach of Contract60
Contract Law50
Supplemental Agreement50

16. Subjects

  • Real Property
  • Contract Law
  • Civil Procedure