FLJ Property v Heritage Hotel: Specific Performance of Property Sale Agreement Dispute
In FLJ Property Pte Ltd v Heritage Hotel Pte Ltd, the Singapore High Court heard an originating summons brought by FLJ Property Pte Ltd to enforce the sale of property against Heritage Hotel Pte Ltd, who had attempted to rescind the sale agreement. The court, presided over by Justice Tay Yong Kwang, declared the defendant's notice of rescission invalid and ordered specific performance of the sale agreement, awarding costs to the plaintiff. The primary legal issue revolved around the interpretation of clauses in the Option to Purchase, specifically concerning the payment of an assignment fee to the Housing Development Board (HDB). The court found that Heritage Hotel was not entitled to rescind the agreement based on a claim of difficulty or expense related to the assignment fee.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court ordered Heritage Hotel to specifically perform a property sale agreement with FLJ Property, finding their rescission invalid due to a disputed assignment fee.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| FLJ Property Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Heritage Hotel Pte Ltd | Defendant | Corporation | Specific performance ordered | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tay Yong Kwang | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Cheah Kok Lim | Cheah Associates LLC |
| Lim Khoon | Lim Hua Yong LLP |
4. Facts
- The defendant was the lessee and vendor of HDB shop houses.
- The plaintiff was the purchaser of the property.
- The defendant granted an Option to Purchase to Fairlady Jewellers Private Limited and/or its nominees.
- The plaintiff was Fairlady’s nominated purchaser.
- The HDB required an assignment fee of $128,935 for the sale.
- The defendant attempted to rescind the sale agreement based on clause 18 of the Option to Purchase.
- The plaintiff argued the defendant was obligated to pay the assignment fee under clause 17(v).
5. Formal Citations
- FLJ Property Pte Ltd v Heritage Hotel Pte Ltd, OS 794 of 2011, [2012] SGHC 13
6. Timeline
| Date | Event |
|---|---|
| Option to Purchase granted by defendant to Fairlady Jewellers Private Limited | |
| Plaintiff exercised the Option to Purchase | |
| HDB stated it had no objection to the assignment of the lease | |
| Defendant wrote to the plaintiff to defer completion | |
| Defendant stated it was rescinding the Option to Purchase | |
| Defendant reiterated intention to rescind the Option to Purchase | |
| Plaintiff rejected the defendant’s purported rescission of the Option to Purchase | |
| Plaintiff reiterated rejection of rescission | |
| Plaintiff forwarded a draft transfer document to the defendant | |
| Defendant refused to proceed to completion | |
| Plaintiff disputed the defendant’s right to rescind the agreement | |
| Offer to Settle served on the defendant’s counsel | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that the defendant's rescission of the sale agreement was invalid.
- Category: Substantive
- Sub-Issues:
- Improper rescission
- Failure to perform condition precedent
- Related Cases:
- [1983-1984] SLR(R) 505
- [1987] SLR(R) 405
- Specific Performance
- Outcome: The court ordered specific performance of the sale agreement.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Order that the defendant pay the assignment fee
- Costs
9. Cause of Actions
- Breach of Contract
- Specific Performance
10. Practice Areas
- Commercial Litigation
- Real Estate Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chay Chong Hwa v Seah Mary | Court of Appeal | Yes | [1983-1984] SLR(R) 505 | Singapore | Cited for the principle that rescission cannot be simply contingent on the defendant’s subjective decision and that a vendor cannot arbitrarily rescind the contract. |
| Peh Kwee Yong v Sinar Co (Pte) Ltd | Court of Appeal | Yes | [1987] SLR(R) 405 | Singapore | Cited for the principle that the court will carefully examine the conduct of a party to determine whether he is entitled to exercise the right of rescission given the circumstances of the case. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Option to Purchase
- Assignment Fee
- Rescission
- Specific Performance
- HDB
- Lease
- Deeds of Variation
15.2 Keywords
- property sale
- specific performance
- rescission
- assignment fee
- HDB
- contract law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Property Law | 85 |
| Option to Purchase | 75 |
| Specific performance | 70 |
| Rescission | 70 |
| Housing Development Board (HDB) | 65 |
| Formation of contract | 60 |
| Deeds of Variation | 50 |
| Mistake | 30 |
16. Subjects
- Contract Law
- Property Law
- Real Estate
- Sale of Land