Chua Tian Chu v Chin Bay Ching: Specific Performance & Liquidated Damages in Property Sale
In Chua Tian Chu and another v Chin Bay Ching and another, the High Court of Singapore addressed a dispute arising from a property sale agreement. The plaintiffs, Chua Tian Chu and Cheang Poh Ling Pauline, sought specific performance, liquidated damages, and rectification costs from the defendants, Chin Bay Ching and Tjia Mui Kui, regarding a property purchase. The court ordered specific performance of the agreement, allowed the plaintiffs' claim for rectification costs in the agreed sum of $410,000, and dismissed the claim for liquidated damages in part, finding that the plaintiffs' conduct had set time at large.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Specific performance of the agreement ordered. Claim for rectification costs allowed. Claim for liquidated damages dismissed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court case involving a property purchase dispute. Court ordered specific performance, allocated rectification costs, and addressed liquidated damages.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chua Tian Chu | Plaintiff | Individual | Specific performance ordered, claim for rectification costs allowed, claim for liquidated damages dismissed in part | Partial | |
| Cheang Poh Ling Pauline | Plaintiff | Individual | Specific performance ordered, claim for rectification costs allowed, claim for liquidated damages dismissed in part | Partial | |
| Chin Bay Ching | Defendant | Individual | Specific performance ordered, claim for rectification costs allowed, claim for liquidated damages dismissed in part | Partial | |
| Tjia Mui Kui | Defendant | Individual | Specific performance ordered, claim for rectification costs allowed, claim for liquidated damages dismissed in part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Adrian Ee | Ramdas & Wong |
| Ramalingam Kasi | Raj Kumar & Rama |
| Collin Choo | Derrick Wong & Lim BC LLP |
4. Facts
- Plaintiffs and defendants entered into a sale and purchase agreement for a property on 30 November 2006.
- The agreed purchase price of the property was $5,680,000.
- The defendants were the vendors and developers of the property.
- The original building layout plans were approved by the Building and Construction Authority on 21 August 2006.
- The plaintiffs requested amendments to the original building layout plans, which were incorporated into the agreement.
- The contract stipulated a deadline of 31 December 2007 for the delivery of the notice to take vacant possession.
- The defendants gave notice to the plaintiffs to take vacant possession on 6 January 2009, following the issuance of the temporary occupation permit.
- The plaintiffs withheld payment of $418,000 due under cl 4.1.5(a) on the basis that the property was not fit for occupation.
- The defendants served 21 days’ notice on the plaintiffs under cl 6.1 of the Agreement demanding payment of the sum of $418,000.
- The defendants rescinded the Agreement on 23 July 2009, construing the plaintiffs’ act of non-payment as a repudiatory act.
5. Formal Citations
- Chua Tian Chu and another v Chin Bay Ching and another, Suit No 778 of 2009, [2011] SGHC 126
6. Timeline
| Date | Event |
|---|---|
| Sale and purchase agreement entered into | |
| Additional changes made to the Fifth Schedule | |
| Revised building layout plan drawn up | |
| Second application for BCA’s approval submitted | |
| Second application for BCA’s approval approved | |
| Contractually stipulated deadline for delivery of notice to take vacant possession | |
| Defendants gave notice to plaintiffs to take vacant possession | |
| Temporary occupation permit issued | |
| Plaintiffs completed the payment of 20% of the purchase price | |
| Defendants forwarded the architect’s certificate | |
| Plaintiffs made payment of $3,834,077.81 | |
| Defendants solicitors gave the plaintiffs the Notice to Complete the sale | |
| Defendants served 21 days’ notice on the plaintiffs | |
| Defendants rescinded the Agreement | |
| Plaintiffs commenced action by way of writ | |
| Decision Date |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendants wrongfully rescinded the Agreement by mischaracterizing the plaintiffs’ conduct as a repudiation of the Agreement.
- Category: Substantive
- Sub-Issues:
- Repudiation of contract
- Failure to complete sale
- Delay in delivery of vacant possession
- Delay in giving notice to complete
- Related Cases:
- [1994] 3 SLR(R) 1004
- [2001] SGHC 243
- [1962] 2 QB 26
- [2009] 4 SLR(R) 602
- Liquidated Damages
- Outcome: The court found that time was set at large by the plaintiffs’ conduct. As such, apart from the sum of $141,922.19 already deducted (as conceded by the defendants), liquidated damages are unavailable for the delay from 16 January 2009 onwards.
- Category: Substantive
- Sub-Issues:
- Calculation of liquidated damages
- Entitlement to liquidated damages
- Time being set at large
- Related Cases:
- (1903) Construction Law Year Book, Vol 4, 65 CA
- [1897] 1 QB 562
- [1973] 1 WLR 601
- [2009] 1 SLR(R) 385
- [1983] 1 MLJ 151
- Specific Performance
- Outcome: The court ordered specific performance of the Agreement.
- Category: Substantive
- Rectification Costs
- Outcome: The court allowed the plaintiffs’ claim for rectification costs in the agreed sum of $410,000.
- Category: Substantive
- Validity of Notice to Take Vacant Possession
- Outcome: The court found that the Notice given to take vacant possession of the property was valid.
- Category: Substantive
- Sub-Issues:
- Fitness for occupation
- Outstanding works
- Related Cases:
- [1979] 1 WLR 446
- [1999] 1 SLR(R) 309
- Time Being Set at Large
- Outcome: The court found that time was set at large by the plaintiffs’ conduct.
- Category: Substantive
- Sub-Issues:
- Acts of prevention
- Variations to contract
- Appointment of independent contractors
- Related Cases:
- [2007] EWHC 447
- [2007] 3 SLR(R) 566
- [1994] 3 SLR 823
- [2007] 4 SLR(R) 413
- [1979] Ch 250
- [1931] 1 KB 557
8. Remedies Sought
- Specific Performance
- Liquidated Damages
- Cost of Rectification Works
- Damages
9. Cause of Actions
- Breach of Contract
- Specific Performance
10. Practice Areas
- Commercial Litigation
- Construction Law
- Real Estate Transactions
11. Industries
- Construction
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Brani Readymixed Pte Ltd v Yee Hong Pte Ltd | Court of Appeal | Yes | [1994] 3 SLR(R) 1004 | Singapore | Affirmed the common law position that the mere failure or delay in making payment per se would not amount to a repudiation of the contract. |
| AL Stainless Industries Pte Ltd v Wei Sin Construction Pte Ltd | High Court | Yes | [2001] SGHC 243 | Singapore | Cited Chow Kok Fong’s Law and Practice of Construction Claims as a guide to determining when non-payment constituted a repudiatory breach. |
| Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd | Queen's Bench | Yes | [1962] 2 QB 26 | England and Wales | Endorsed the "Hong Kong Fir approach" to determine when a party may validly elect to rescind a contract. |
| Alliance Concrete Singapore Pte Ltd v Comfort Resources Pte Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 602 | Singapore | The court found that a party may validly elect to rescind the contract when the other contracting party’s non-payment deprived it of substantially the whole benefit which it intended to obtain from the Agreement. |
| Wells v Army & Navy Co-operative Society | Court of Appeal | Yes | (1903) Construction Law Year Book, Vol 4, 65 CA | England and Wales | An early expression of the principle pertaining to time being set at large or the “prevention principle” in construction contracts |
| Dodd v Churton | Queen's Bench | Yes | [1897] 1 QB 562 | England and Wales | Described the rationale behind the principle of time being set at large. |
| Trollope & Colls Ltd v North West Metropolitan Regional Hospital Board | Court of Appeal | Yes | [1973] 1 WLR 601 | England and Wales | Held that if one party renders it impossible or impracticable for the other party to do his work within the stipulated time, the one whose conduct caused the trouble can no longer insist upon strict adherence to the time stated. |
| Yap Boon Keng Sonny v Pacific Prince International Pte Ltd | High Court | Yes | [2009] 1 SLR(R) 385 | Singapore | Defined an act of prevention as one that prevents, impedes, or makes it more difficult for a contractor to complete the works by the stipulated date. |
| Sim Chio Huat v Wong Ted Fui | Federal Court | Yes | [1983] 1 MLJ 151 | Malaysia | Clarified that it was immaterial whether the hindrance or delay caused by the plaintiffs was a cause of part or the whole delay. |
| Topfell Ltd v Galley Properties Ltd | Court of Appeal | Yes | [1979] 1 WLR 446 | England and Wales | Vacant possession in relation to a property was defined as “a state in which it can be occupied and enjoyed” |
| Yin-Marguerite v Pt Jaya Putra Kundur | High Court | Yes | [1999] 1 SLR(R) 309 | Singapore | Established that the question whether notice was correctly issued was one of fact. |
| Multiplex Constructions (UK) Ltd v Honeywell Control Systems Ltd (No 2) | High Court of Justice | Yes | [2007] EWHC 447 | England and Wales | Actions by the employer which are perfectly legitimate under a construction contract may still be characterised as prevention, if those actions cause delay beyond the contractual completion date. |
| Orient Centre Investments Ltd v Societe Generale | Court of Appeal | Yes | [2007] 3 SLR(R) 566 | Singapore | Held that a party who wished to rely on a clause in a contract which was capable of giving rise to an estoppel only needed to plead it for its legal effect without expressly pleading estoppel. |
| M K (Project Management) Ltd v Baker Marine Energy Pte Ltd | High Court | Yes | [1994] 3 SLR 823 | Singapore | The court adopted Lord Denning MR’s proposition In Re Vandervell’s Trusts (No 2) [1974] Ch 269 at 321: “It is sufficient for the pleader to state the material facts. He need not state the legal result”. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd | Court of Appeal | Yes | [2007] 4 SLR(R) 413 | Singapore | Stated that if the plea was alluded to in the evidence and the facts were already before the court, no injustice would result from its consideration by the court. |
| Belmont Finance Corporation Ltd v Williams Furniture Ltd | Chancery Division | Yes | [1979] Ch 250 | England and Wales | the “... court must have jurisdiction to grant any relief that it thinks appropriate to the facts as proved.” |
| Lever Brothers Ltd v Bell | Court of Appeal | Yes | [1931] 1 KB 557 | England and Wales | The practice of the Courts has been to consider and deal with the legal result of pleaded facts, though the particular legal result alleged is not stated in the pleadings, except in cases where to ascertain the validity of the legal result claimed would require the investigation of new and disputed facts which have not been investigated at trial. |
| Lee Chee Wei v Tan Hor Peow Victor | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | The loss must be shown to have actually occurred and to be legitimately recoverable in law before any award can be made. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Building Control Act (Cap 29, 1999 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Sale and Purchase Agreement
- Vacant Possession
- Temporary Occupation Permit
- Notice to Complete
- Liquidated Damages
- Rectification Costs
- Time at Large
- Act of Prevention
- Repudiation
- Defects Liability Period
15.2 Keywords
- property
- sale
- purchase
- agreement
- contract
- liquidated damages
- specific performance
- construction
- defects
- vacant possession
- notice
- rescission
- time at large
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 80 |
| Breach of Contract | 75 |
| Liquidated Damages | 70 |
| Rescission | 65 |
| Sale and Purchase Agreement | 60 |
| Damages | 60 |
| Property Law | 50 |
| Specific performance | 40 |
| Building and Construction Contracts | 40 |
| Construction Law | 30 |
| Mistake | 30 |
16. Subjects
- Contract Law
- Construction Law
- Real Estate
- Specific Performance
- Liquidated Damages