Aqua Art v Goodman Development: Recovery of Deposit and Option Fee Under Void Property Contract
In Aqua Art Pte Ltd v Goodman Development (S) Pte Ltd, the Court of Appeal of Singapore heard an appeal regarding the recovery of a deposit and option fee. Aqua Art, the appellant, sought to purchase shophouses from Goodman Development, the respondent. The sale failed because Aqua Art, a foreign company, was ineligible to purchase the properties under the Residential Property Act. The court allowed the appeal, ordering Goodman Development to refund the deposit and option fee to Aqua Art, finding that Aqua Art was mistaken about the zoning of the properties when the option was exercised.
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
Aqua Art sought to recover its deposit and option fee after a property purchase failed due to Residential Property Act restrictions. The court allowed the appeal.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Aqua Art Pte Ltd | Appellant | Corporation | Appeal Allowed | Won | |
| Goodman Development (S) Pte Ltd | Respondent | Corporation | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | Yes |
| V K Rajah | Justice of the Court of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kenneth Pereira | Advocatus Law LLP |
| Ganga Avadiar | Advocatus Law LLP |
| Felicia Ng | ComLaw LLC |
4. Facts
- Aqua Art exercised an option to purchase five shophouses from Goodman Development.
- The properties were restricted residential properties under the Residential Property Act.
- Aqua Art, being a foreign company, was ineligible to purchase the properties.
- Goodman Development forfeited the deposit and obtained a court order declaring the option void.
- Aqua Art commenced proceedings to recover the deposit and option fee.
- Ma was mistaken about the zoning of the Properties when the Appellant exercised the Option.
5. Formal Citations
- Aqua Art Pte Ltd v Goodman Development (S) Pte Ltd, Civil Appeal No 98 of 2010, [2011] SGCA 7
- Aqua Art Pte Ltd v Goodman Development (S) Pte Ltd, , [2010] 4 SLR 86
6. Timeline
| Date | Event |
|---|---|
| Ma viewed the Properties | |
| Option granted | |
| Appellant exercised the Option | |
| Appellant lodged a caveat against the Properties | |
| Appellant's solicitors discovered the Properties were zoned 'residential with commercial at 1st storey' | |
| Appellant's solicitors requested an extension of time for completion | |
| Respondent's solicitors replied, stating the deposit would be retained | |
| Appellant requested a meeting with the Respondent | |
| OS 1840/2007 was heard; orders sought were made | |
| Appeal to this Court | |
| Decision Date |
7. Legal Issues
- Mistake
- Outcome: The court held that the appellant was entitled to restitutionary relief due to the mistake regarding the zoning of the properties.
- Category: Substantive
- Illegality of Contract
- Outcome: The court acknowledged the contract was illegal under the Residential Property Act but allowed restitution based on mistake.
- Category: Substantive
- Restitution
- Outcome: The court granted restitution of the deposit and option fee to the appellant.
- Category: Substantive
8. Remedies Sought
- Return of Deposit
- Return of Option Fee
9. Cause of Actions
- Restitution
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
- Real Estate Law
11. Industries
- Real Estate
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Aqua Art Pte Ltd v Goodman Development (S) Pte Ltd | High Court | Yes | [2010] 4 SLR 86 | Singapore | The decision from which this appeal arose. |
| Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 1101 | Singapore | Cited regarding the review of a Judge's inference based on facts. |
| Cheng Mun Siah v Tan Nam Sui | High Court | Yes | [1979-1980] SLR(R) 611 | Singapore | Cited regarding the inability to recover deposits from vendors when parties are in pari delicto. |
| Lim Xue Shan v Ong Kim Cheong | High Court | Yes | [1990] 2 SLR(R) 102 | Singapore | Cited regarding the inability to recover deposits from vendors when parties are in pari delicto. |
| Tan Cheow Gek v Gimly Holdings Pte Ltd | High Court | Yes | [1992] 2 SLR(R) 240 | Singapore | Cited regarding the inability to recover deposits from vendors when parties are in pari delicto. |
| Taylor v Bowers | Queen's Bench Division | Yes | (1876) 1 QBD 291 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
| Kearley v Thomson | Queen's Bench Division | Yes | (1890) 24 QBD 742 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
| Petherpermal Chetty v Muniandy Servai and others | Privy Council | Yes | (1908) 26 TLR 462 | Lower Burma | Cited in relation to the doctrine of repentance or timely repudiation. |
| Tribe v Tribe | Court of Appeal | Yes | [1996] Ch 107 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
| Collier v Collier | Court of Appeal | Yes | [2002] BPIR 1057 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
| Q v Q | High Court | Yes | [2009] 1 FLR 935 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
| Bigos v Boustead | King's Bench Division | Yes | [1951] 1 All ER 92 | England and Wales | Cited in relation to the doctrine of repentance or timely repudiation. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Residential Property Act (Cap 274, 2009 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Residential Property Act
- Option Fee
- Deposit
- Restitution
- Illegality
- Mistake
- Zoning
- Shophouses
15.2 Keywords
- Residential Property Act
- Restitution
- Option Fee
- Deposit
- Singapore
- Property Law
- Contract Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Residential Property Act | 90 |
| Contract Law | 80 |
| Restitution | 70 |
| Property Law | 70 |
| Option to Purchase | 60 |
| Unjust Enrichment | 50 |
| Mistake | 40 |
| Misrepresentation | 40 |
| Administrative Law | 30 |
| Estoppel | 20 |
| Costs | 10 |
| Jurisdiction | 10 |
16. Subjects
- Contract Law
- Real Estate
- Restitution
- Property Law