Fu Loong v Mok: Chairperson's Powers & Subsidiary Proprietors' Rights in Strata Management

In Fu Loong Lithographer Pte Ltd and others v Mok Wai Hoe and another, the Singapore Court of Appeal addressed a dispute between subsidiary proprietors (Fu Loong Lithographer Pte Ltd and others) and the chairperson of the Management Corporation Strata Title Plan No 1024 (Mok Wai Hoe) regarding the validity of rulings made at an extraordinary general meeting. The court allowed the appeal in part, invalidating rulings on certain motions and clarifying the rights of subsidiary proprietors to vote and propose amendments.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal clarifies the powers of a chairperson in strata management, addressing rulings on motions and voting rights.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Fu Loong Lithographer Pte LtdAppellantCorporationAppeal Allowed in PartPartial
Mok Wai HoeRespondentIndividualAppeal Partially UnsuccessfulPartial
Management Corporation Strata Title Plan No 1024RespondentCorporationAppeal Partially UnsuccessfulPartial

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of AppealYes
Andrew Phang Boon LeongJustice of AppealYes
V K RajahJustice of AppealYes

4. Counsels

Counsel NameOrganization
Leo Cheng SuanInfinitus Law Corporation
Teh Ee-VonInfinitus Law Corporation
Lee Peng Khoon EdwinEldan Law LLP
Chan Ying Keet JasmineEldan Law LLP
Poonam Bai d/o Ramakrishnan GnanasekaranEldan Law LLP
Tan Tian LuhChancery Law Corporation
Lin ZixianChancery Law Corporation

4. Facts

  1. Appellants are subsidiary proprietors in a strata development.
  2. The 1st Respondent is the chairperson of the Management Corporation.
  3. A dispute exists between two factions of subsidiary proprietors.
  4. The Appellants requisitioned an EGM to consider motions.
  5. The 1st Respondent ruled certain motions out of order.
  6. The 1st Respondent rejected votes based on conflict of interest.
  7. Suit 311/2012 was commenced against the former chairperson, MWC.

5. Formal Citations

  1. Fu Loong Lithographer Pte Ltd and others v Mok Wai Hoe and another and another matter, Civil Appeal No 110 of 2013 and Summons No 6634 of 2013, [2014] SGCA 30

6. Timeline

DateEvent
Disagreement began between two factions of subsidiary proprietors.
Appellants requisitioned an EGM to vote on MWC's position as chairperson.
Council convened a meeting; MWC resigned, and the 1st Respondent was elected chairperson.
Appellants convened an EGM; the 1st Respondent closed the meeting; Appellants' Camp elected Mr. Lim as chairperson.
Council convened an AGM; Appellants' Camp convened its own AGM and elected new Council members.
Late payment interest charges levied from October 2011 to March 2013
Appellants commenced Suit No 311 of 2012 against MWC.
Extraordinary general meeting held; the 1st Respondent ruled motions out of order and rejected votes.
High Court heard the parties.
C&C Chartered Architects report obtained.
Judgment reserved by the Court of Appeal.

7. Legal Issues

  1. Validity of Chairperson's Rulings
    • Outcome: The court invalidated the chairperson's rulings on Motions 8 and 9, finding errors of law.
    • Category: Substantive
    • Sub-Issues:
      • Conflict with Building Maintenance and Strata Management Act
      • Unenforceability of motions
  2. Chairperson's Power to Reject Votes
    • Outcome: The court invalidated the chairperson's rejection of votes, finding no basis for denying voting rights.
    • Category: Substantive
    • Sub-Issues:
      • Conflict of interest
      • Denial of voting rights
  3. Restrictions on Amending Motions
    • Outcome: The court set aside the restriction on amending motions, affirming the right to control the management corporation.
    • Category: Substantive
    • Sub-Issues:
      • Scope of permissible amendments
      • Impact on legal representation

8. Remedies Sought

  1. Invalidation of chairperson's rulings
  2. Restraint against future similar rulings
  3. Invalidation of vote rejection
  4. Restraint against future vote rejections

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Commercial Litigation
  • Strata Title Law

11. Industries

  • Real Estate
  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Fu Loong Lithographer Pte Ltd and others v Mok Wai Hoe and anotherHigh CourtYes[2014] 1 SLR 218SingaporeDecision from which this appeal arose.
McKerlie v Drillsearch Energy LtdSupreme Court of New South WalesYes[2009] NSWSC 488AustraliaCited for the principle that a chairperson acts as persona designata.
Management Corporation Strata Title Plan No 586 v Menezes Ignatius AugustineHigh CourtYes[1992] 1 SLR(R) 201SingaporeCited for the principle that a management corporation has a legal existence separate from its members.
Management Corporation Strata Title Plan No 473 v De Beers Jewellery Pte LtdHigh CourtYes[2002] 1 SLR(R) 418SingaporeCited for the principle that a management corporation has been referred to as an unlimited liability company.
The Second Consolidated Trust Ltd v Ceylon Amalgamated Tea & Rubber Estates Ltd and OthersCourt of AppealYes[1943] 2 All ER 567EnglandCited for the principle that the chairperson must exercise powers for the purpose of ascertaining the sense of the meeting.
Byng v London Life Association Ltd and AnotherCourt of AppealYes[1990] Ch 170EnglandLeading English decision on the reviewability of decisions made by chairpersons of general meetings of companies.
Associated Provincial Picture Houses Ltd. v. Wednesbury CorporationCourt of AppealYes[1948] 1 K.B. 223EnglandCited as the basis for the test applied in Byng.
Datuk Johari Abdul Ghani & Ors v QSR Brands Bhd & OrsCourt of AppealYes[2007] 4 MLJ 19MalaysiaApplied Byng in the context of a chairman's decision to adjourn a general meeting.
Link Agricultural Pty Ltd v Shanahan and OthersCourt of Appeal of VictoriaYes[1999] 1 VR 466AustraliaConsidered the validity of a ruling by the chairman of an AGM of a company.
Australian Olives Ltd v Livadaras and OthersFederal Court of AustraliaYes(2008) 172 FCR 34AustraliaHeld that the decision of the chairperson of a meeting of a body corporate would be amenable to supervisory review by the courts if the decision was made in bad faith or if the chairperson, acting in good faith, made an error of law.
C&C Fisher Pty Ltd and Another v Livadaras and OthersFederal Court of AustraliaYes(2010) 265 ALR 301AustraliaRestated the Australian position on the reviewability of decisions made by chairpersons of general meetings of companies.
R v D’OylyQueen's BenchYes(1840) 113 ER 763EnglandCited for the principle that the chairperson's duty is to preserve order and regulate proceedings.
Wishart v HenneberrySupreme CourtYes(1962) 3 FLR 171AustraliaHeld that the chairman could not rule out of order a motion within the competence of the meeting.
ANZ Nominees Limited v Allied Resources Corporation Limited & OrsSupreme CourtYes(1984) 2 ACLC 783AustraliaA ruling by the chairperson of a meeting of a body corporate which, although made honestly, is plainly wrong in law and operates to deprive a member of his voting rights is ultra vires and should be set aside

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), First ScheduleSingapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 61(1)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 24Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), First Schedule, para 6Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 40(6)(b)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 40(7)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 38(3)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 34(4)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 33(1)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 34(1)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 37Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), First Schedule, para 2(1)Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed), s 104(1)(a)Singapore
Land Titles (Strata) Act (Cap 158, 2009 Rev Ed), s 12(2)Singapore
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Subsidiary proprietor
  • Management corporation
  • Extraordinary general meeting
  • Chairperson's ruling
  • Conflict of interest
  • Motion
  • Strata development
  • Voting rights
  • Building Maintenance and Strata Management Act
  • Resolution

15.2 Keywords

  • Strata management
  • Management corporation
  • Chairperson's powers
  • Subsidiary proprietors' rights
  • Voting rights
  • Conflict of interest
  • Building Maintenance and Strata Management Act
  • Motions
  • Resolutions

17. Areas of Law

Area NameRelevance Score
Strata Management80
Property Law70
Civil Procedure40
Corporate Law30
Administrative Law20

16. Subjects

  • Strata Title Law
  • Management Corporation Law
  • Civil Litigation