Woo Kah Wai v Chew Ai Hua: Pre-Option Contract Breach & Option to Purchase Dispute

In Woo Kah Wai and another v Chew Ai Hua Sandra and another appeal, the Singapore Court of Appeal addressed two appeals arising from a High Court decision regarding the legal effect of a written offer to purchase a condominium unit. The primary legal issue was whether the vendors, Woo Kah Wai and Mdm Lum Pic Yee Joyce, evinced an intention to accept the purchaser's, Mdm Chew Ai Hua Sandra, written offer, thus forming a pre-option contract. The court dismissed both appeals, finding that the vendors breached the pre-option contract by issuing an option to purchase with a shorter option period than agreed upon.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Both appeals dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal case concerning breach of a pre-option contract and the legal effect of a written offer to purchase property.

1.7 Decision Date

31 July 2014

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Woo Kah Wai	Appellant, Respondent	Individual	Appeal Dismissed	Lost	Edmund Kronenburg of Braddell Brothers LLP Alicia Zhuang of Braddell Brothers LLP
Lum Pic Yee Joyce	Appellant, Respondent	Individual	Appeal Dismissed	Lost	Edmund Kronenburg of Braddell Brothers LLP Alicia Zhuang of Braddell Brothers LLP
Chew Ai Hua Sandra	Respondent, Appellant	Individual	Appeal Dismissed	Neutral	Harjean Kaur of Matthew Chiong Partnership Christopher Anand Daniel of Matthew Chiong Partnership Lawrence Lim Cheng Hock of Matthew Chiong Partnership

3. Judges

Judge Name	Title	Delivered Judgment
Sundaresh Menon	Chief Justice	No
Chao Hick Tin	Justice of the Court of Appeal	Yes
Andrew Phang Boon Leong	Justice of the Court of Appeal	No

4. Counsels

Counsel Name	Organization
Edmund Kronenburg	Braddell Brothers LLP
Alicia Zhuang	Braddell Brothers LLP
Harjean Kaur	Matthew Chiong Partnership
Christopher Anand Daniel	Matthew Chiong Partnership
Lawrence Lim Cheng Hock	Matthew Chiong Partnership

4. Facts

Vendors engaged Chesney to sell the Property.
Purchaser offered to buy the Property for $920,000.
Purchaser signed a Written Offer with a 3-day option period.
Purchaser enclosed a cheque for $9,200 as Option Money.
Mr. Woo signed the draft OTP and accepted the Option Money.
The Option stated that it had to be exercised by 4.00pm on 13 February.
Adrian was informed on 12 February that the Option was available for collection.
Purchaser attempted to exercise the Option on 17 February, but it was rejected.
Vendors sold the Property to a third party for $1.05m in July.

5. Formal Citations

Woo Kah Wai and another v Chew Ai Hua Sandra and another appeal, Civil Appeals Nos 83 and 84 of 2013, [2014] SGCA 41
Chew Ai Hua Sandra v Woo Kah Wai and another, , [2013] 3 SLR 1088

6. Timeline

Date	Event
2010-01-01	Vendors decided to sell the Property.
2010-02-09	Purchaser was informed that the Property was on sale.
2010-02-10	Purchaser signed the Written Offer.
2010-02-11	Written Offer and Option Money were handed to Chesney.
2010-02-11	Mr. Woo signed the draft OTP.
2010-02-12	Adrian was informed that the Option was available for collection.
2010-02-13	Adrian collected the Option.
2010-02-17	Purchaser's solicitor attempted to exercise the Option.
2010-02-18	Purchaser's solicitor's attempt to exercise the Option was rejected.
2010-03-10	Last letter between the solicitors.
2010-07-01	Vendors sold the Property to a third party.
2011-06-24	Purchaser commenced the Originating Suit.
2013-01-01	High Court’s decision in Chew Ai Hua Sandra v Woo Kah Wai and another.
2013-01-01	Civil Appeals Nos 83 and 84 of 2013.
2014-08-01	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the Vendors breached the Pre-Option Contract by granting an OTP with a shorter option period.
- Category: Substantive
- Sub-Issues:
  - Failure to grant a compliant Option to Purchase
  - Incorrect calculation of option period
- Related Cases:
  - [2013] 3 SLR 1088
  - [2009] 2 SLR(R) 332
  - [2010] 1 SLR 338
Misrepresentation
- Outcome: The court found that the alleged representation was not made.
- Category: Substantive
Interpretation of Contractual Terms
- Outcome: The court interpreted '3 days' as three calendar days and clarified the commencement date of the option period.
- Category: Substantive
- Sub-Issues:
  - Meaning of '3 days' in option period
  - Commencement date of option period
Consideration
- Outcome: The court held that the option money was consideration for both the pre-option contract and the option itself.
- Category: Substantive

8. Remedies Sought

Specific Performance
Damages

9. Cause of Actions

Breach of Contract
Misrepresentation

10. Practice Areas

Commercial Litigation
Real Estate Transactions

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Chew Ai Hua Sandra v Woo Kah Wai	High Court	Yes	[2013] 3 SLR 1088	Singapore	The decision from which this appeal arose.
Gay Choon Ing v Loh Sze Ti Terence Peter	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited for the principle that an intention on the offeror’s part to be bound is necessary before a statement can constitute an offer capable of being accepted.
Beckett Pte Ltd v Deutsche Bank AG	Court of Appeal	Yes	[2009] 3 SLR(R) 452	Singapore	Cited regarding the adducing of evidence to show full loss.
Joseph Mathew and another v Singh Chiranjeev and another	Court of Appeal	Yes	[2010] 1 SLR 338	Singapore	Cited as an example of a similar pre-option contract.
Singh Chiranjeev and another v Joseph Mathew and others	High Court	Yes	[2009] 2 SLR(R) 73	Singapore	The High Court decision in Joseph Mathew.
Ong Kok Ming (alias Ong Henardi) v Happy Valley Holdings Pte Ltd and another	High Court	Yes	[2011] SGHC 199	Singapore	Cited for the principle that the main terms of the OTP, ie, price, parties and property had been agreed.
Lim Koon Hai and another v Alex Yeo Siak Chuan and another	High Court	Yes	[2013] SGHC 90	Singapore	Cited regarding the nature of an offer-to-purchase letter.
Williams v Roffey Bros & Nicholls (Contractors) Ltd	Queen's Bench	Yes	[1991] 1 QB 1	England and Wales	Cited for the principle that courts should be more ready to find the existence of consideration.
Chwee Kin Keong and others v Digilandmall.com Pte Ltd	High Court	Yes	[2004] 2 SLR(R) 594	Singapore	Cited for the principle that the modern approach in contract law requires very little to find the existence of consideration.
Chai Cher Watt (trading as Chuang Aik Engineering Works) v SDL Technologies Pte Ltd	High Court	Yes	[2012] 1 SLR 152	Singapore	Cited to clarify that the doctrine of waiver by election operates to preclude an innocent party from terminating a contract for repudiatory breach.
Aero-Gate Pte Ltd v Engen Marine Engineering Pte Ltd	High Court	Yes	[2013] 4 SLR 409	Singapore	Cited to clarify that the doctrine of waiver by election operates to preclude an innocent party from terminating a contract for repudiatory breach.
The Pacific Vigorous	High Court	Yes	[2006] 3 SLR(R) 374	Singapore	Cited for the principle that the innocent party must have acted in a manner consistent only with affirming the contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Civil Law Act (Cap 43, 1999 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Pre-Option Contract
Option to Purchase
Written Offer
Option Money
Compliant OTP
Option Period
Completion Period
Acknowledgement Block

15.2 Keywords

pre-option contract
option to purchase
breach of contract
real estate
property law
singapore

17. Areas of Law

Area Name	Relevance Score
Contract Law	90
Property Law	70
Real Estate	70
Misrepresentation	40
Estoppel	30
Mistake	20

16. Subjects

Contract Law
Real Estate
Option to Purchase
Breach of Contract