Lim Koon Hai v Alex Yeo: Specific Performance of Option to Purchase Dispute

In Lim Koon Hai and another v Alex Yeo Siak Chuan and another, the High Court of Singapore addressed a dispute over the sale of a property. The plaintiffs, Lim Koon Hai and his spouse, sought specific performance of an option to purchase against the defendants, Alex Yeo Siak Chuan and another, or damages in the alternative. The defendants sought an order for the plaintiffs to remove a caveat lodged against the property. Tay Yong Kwang J dismissed the plaintiffs' claim and ordered them to remove the caveat, finding that the plaintiffs failed to prove a common or unilateral mistake that would justify rectification of the option to purchase.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiffs' claim dismissed; order for plaintiffs to remove the caveat.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed the plaintiffs' claim for specific performance of an option to purchase a property, ordering them to remove a caveat.

1.7 Decision Date

25 April 2013

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Another	Plaintiff	Other	Claim Dismissed	Lost	Kelvin Lee Ming Hui of Sankar Ow & Partners LLP Tan Heng Khim of Sankar Ow & Partners LLP Krishna Morthy S V of Frontier Law Corporation
Lim Koon Hai	Plaintiff	Individual	Claim Dismissed	Lost	Kelvin Lee Ming Hui of Sankar Ow & Partners LLP Tan Heng Khim of Sankar Ow & Partners LLP
Alex Yeo Siak Chuan	Defendant	Individual	Judgment for Defendant	Won	Krishna Morthy S V of Frontier Law Corporation

3. Judges

Judge Name	Title	Delivered Judgment
Tay Yong Kwang	Judge	Yes

4. Counsels

Counsel Name	Organization
Kelvin Lee Ming Hui	Sankar Ow & Partners LLP
Tan Heng Khim	Sankar Ow & Partners LLP
Krishna Morthy S V	Frontier Law Corporation

4. Facts

The defendants were joint owners of the property at 500 Upper East Coast Road.
The plaintiffs sold their home and were looking for another property.
The plaintiffs made an offer to purchase the property for S$1.25 million.
An 'offer to purchase' letter prepared by Donny provided for a 14-day option period.
The option prepared by Darrell stated the option had to be accepted by 4pm on 16 August 2012.
The plaintiffs attempted to exercise the option on 28 August 2012.
The defendants granted an option to purchase the property to a new buyer on 27 August 2012.

5. Formal Citations

Lim Koon Hai and another v Alex Yeo Siak Chuan and another, Suit No 826 of 2012 (Originating Summons 949 of 2012), [2013] SGHC 90

6. Timeline

Date	Event
2011-11-01	Plaintiffs sold their home at 26 Ceylon Road as part of an en bloc sale.
2012-02-01	Defendants rented out the Property.
2012-05-01	Defendants decided to sell the Property.
2012-08-01	Pauline and Jolie entered into a co-broking arrangement.
2012-08-08	Pauline sought the help of Darrell to close the sale of the Property.
2012-08-14	Plaintiffs viewed the Property.
2012-08-14	Plaintiffs made an offer to buy the Property for S$1.25 million.
2012-08-15	Darrell met the first defendant at Funan The IT Mall to hand over the transaction documents.
2012-08-15	Defendants signed the Option and the Agency Agreement.
2012-08-16	Darrell handed the signed Option to Donny at the ERA head office.
2012-08-16	Donny delivered the Option to the first plaintiff.
2012-08-24	First plaintiff’s bank informed him that there appeared to be an error with the Exercise Deadline.
2012-08-27	Plaintiffs discovered that Subra TT Law had no instructions to act for the defendants.
2012-08-27	Plaintiffs lodged the Caveat.
2012-08-27	Defendants granted an option to purchase the Property to a new buyer for S$1.27 million.
2012-08-28	Plaintiffs attempted to exercise the Option by delivering documents to the second defendant.
2012-08-29	Defendants offered the first plaintiff a cheque for the amount of the Option Money.
2012-09-07	The New Option was exercised.
2012-10-17	Plaintiffs had to vacate their home.
2012-11-08	Both proceedings were consolidated.
2013-03-06	Plaintiffs filed an appeal against the decision.
2013-04-26	Decision Date.

7. Legal Issues

Rectification of Contract
- Outcome: The court dismissed the plaintiffs' claim for rectification, finding that they failed to prove a common or unilateral mistake.
- Category: Substantive
- Sub-Issues:
  - Common mistake
  - Unilateral mistake
- Related Cases:
  - [2009] SGHC 164
  - [2011] 4 SLR 1094
Specific Performance
- Outcome: The court dismissed the plaintiffs' claim for specific performance as the claim for rectification failed.
- Category: Substantive
Attribution of Agent's Knowledge to Principal
- Outcome: The court held that the knowledge of the housing agent could not be attributed to the defendants.
- Category: Substantive
- Related Cases:
  - [2012] 1 SLR 992

8. Remedies Sought

Specific Performance
Damages

9. Cause of Actions

Specific Performance
Breach of Contract

10. Practice Areas

Commercial Litigation
Real Estate Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ong Kok Ming (alias Ong Henardi) v Happy Valley Holdings Pte Ltd and another	High Court	Yes	[2011] SGHC 199	Singapore	Cited by the plaintiffs to argue that the courts should impute a reasonable exercise period into the Option since the parties were in agreement on the key terms of the Option and the Option Money was already provided. The court distinguished this case, noting that the present dispute concerns rectification of an Option which was already issued.
Maxz Universal Development Group Pte Ltd v Shen Yixuan and Another Suit	High Court	Yes	[2009] SGHC 164	Singapore	Cited for the general principles regarding rectification of a contract.
Sheng Siong Supermarket Pte Ltd v Carilla Pte Ltd	High Court	Yes	[2011] 4 SLR 1094	Singapore	Cited for the principles of rectification for unilateral mistake.
George Wimpey UK Ltd v VI Construction Ltd	England and Wales Court of Appeal (Civil Division)	Yes	[2005] EWCA Civ 77	England and Wales	Cited to highlight that rectification for unilateral mistake has the result of imposing on the defendant a contract which he did not intend to make.
Koh Lee Kuen and another v Choon Fook Realty Pte Ltd and others	Court of Appeal	Yes	[1996] 3 SLR(R) 182	Singapore	Cited for the principle that subsequent events must be viewed with caution as they may not provide evidence of intention prior to or at the time of contract but may be evidence of a later intention.
The “Dolphina”	High Court	Yes	[2012] 1 SLR 992	Singapore	Cited for the principle that the knowledge of an agent acquired outside the course of his agency cannot be attributed to his principal unless the principal was under a duty to inquire into or investigate the matters of which the agent is aware.
Mohammad Jafari-Fini v Skillglass Ltd	England and Wales Court of Appeal (Civil Division)	Yes	[2007] EWCA Civ 261	England and Wales	Cited in The Dolphina [2012] 1 SLR 992 for the principle that the principal must employ an agent to perform a task or transaction of a kind which imposes on the principal a duty to investigate.
El Ajou v Dollar Land Holdings Plc (No 1)	England and Wales High Court	Yes	[1994] 2 All ER 685	England and Wales	Cited for the principle that in the absence of any duty on the part of the principal to investigate, information which was received by an agent otherwise than as agent cannot be imputed to the principal simply on the ground that the agent owed to his principal a duty to disclose it.
Joscelyne v Nissen	Queen's Bench Division	Yes	[1970] 2 QB 86	England and Wales	Cited for the principle that there must be an “outward expression of accord” in relation to the particular provision.
Tucker v Bennett	High Court of Chancery	Yes	(1887) 38 Ch D 1	England and Wales	Cited for the principle that the burden of proof is on the party seeking rectification and there must be very clear distinct evidence that there was a different intention from the contract document at the time the contract was entered into.
Lloyd v Stanbury	High Court of Justice	Yes	[1971] 1 WLR 535	England and Wales	Cited for the principle that it is not sufficient to show that the written contract does not represent the true intention of the parties, it must be shown that the written contract was actually contrary to the intention of the parties.
David Payne & Co Ltd	High Court of Chancery	Yes	[1904] 2 Ch 608	England and Wales	Cited in El Ajou v Dollar Land Holdings Plc (No 1) [1994] 2 All ER 685 as authority against the proposition that in the absence of any duty on the part of the principal to investigate, information which was received by an agent otherwise than as agent can be imputed to the principal simply on the ground that the agent owed to his principal a duty to disclose it.

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
Caveat
Rectification
Common Mistake
Unilateral Mistake
Exercise Deadline
Agency Agreement
Housing Agent

15.2 Keywords

property
option to purchase
caveat
rectification
specific performance
contract
real estate
singapore

17. Areas of Law

Area Name	Relevance Score
Real Estate	70
Breach of Contract	60
Contract Law	50
Specific performance	50
Formation of contract	40
Mistake	40
Conveyancing	30
Estoppel	30
Conveyance	30
Civil Procedure	20
Civil Practice	20

16. Subjects

Contract Dispute
Real Estate Transaction
Agency