Hoy Fatt Pte Ltd v Riway: Option to Purchase, HDB Approval, and Rescission
In a dispute before the High Court of Singapore, Hoy Fatt Pte Ltd sued Riway (Singapore) Pte Ltd and Riway International Group Pte Ltd, seeking specific performance or damages for breach of an option to purchase agreement for a property. Riway Singapore counterclaimed for a declaration that its rescission of the option was valid and for the return of its deposit, arguing that HDB approval was not obtained by the agreed deadline. The court, presided over by Choo Han Teck J, found that the rescission by Riway Singapore was valid because the deadline for HDB approval was not extended, and dismissed Hoy Fatt's claims, allowing Riway Singapore's claim for the return of the deposit.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Hoy Fatt’s claims are dismissed and Riway Singapore’s claim for a declaration and return of deposit is allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Dispute over rescission of an option to purchase due to failure to obtain timely HDB approval. The court found the rescission was valid.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hoy Fatt Pte Ltd | Plaintiff, Defendant | Corporation | Claims Dismissed | Lost | |
| Riway (Singapore) Pte Ltd | Defendant, Plaintiff | Corporation | Claim for declaration and return of deposit allowed | Won | |
| Riway International Group Pte Ltd | Defendant | Corporation | Claims Dismissed | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
4. Facts
- Hoy Fatt granted Riway International an Option to Purchase for the Property.
- The Option was for $2.7m plus GST (amounting to $2,889,000).
- The purchase price of the Property is $27m plus GST.
- The Option stated that it remains open for acceptance until 4 pm on 2 May 2013.
- The sale and purchase of the Property is subject to HDB’s approval.
- HDB’s approval must be obtained within ten weeks from the date of the Option, ie, 27 June 2013.
- Riway Singapore exercised the Option on the Option Expiry Date before 4pm.
5. Formal Citations
- Hoy Fatt Pte Ltd v Riway (Singapore) Pte Ltd & another, Suit No 608 of 2013, [2015] SGHC 6
6. Timeline
| Date | Event |
|---|---|
| Lease commenced for the Property | |
| Hoy Fatt granted Riway International an Option to Purchase for the Property | |
| Rodyk requested an extension to the submission deadline | |
| Drew agreed to extend the submission deadline to 2013-04-29 | |
| Submission deadline | |
| New submission deadline | |
| Riway International wanted to exercise the Option through Riway Singapore | |
| Riway Singapore exercised the Option | |
| Option Expiry Date | |
| Vendor to complete sections in forms and return them to the purchaser | |
| Purchaser required to submit the forms to HDB | |
| Riway Singapore submitted the documents required by HDB | |
| Latest deadline for submitting the documents required by HDB | |
| HDB approval date | |
| Riway Singapore intended to rescind the Option | |
| Drew replied to say that Riway Singapore had no right to rescind the Option | |
| Hoy Fatt sued both Riway Singapore and Riway International | |
| Riway Singapore commenced Originating Summons No 640 of 2013 | |
| Suit 102 of 2014 consolidated with Suit 608 of 2013 | |
| Consolidated suits heard | |
| Judgment reserved |
7. Legal Issues
- Validity of Rescission
- Outcome: The court held that the rescission by Riway Singapore was valid.
- Category: Substantive
- Sub-Issues:
- Timeliness of HDB Approval
- Attribution of Delay
- Breach of Contract
- Outcome: The court found no breach of contract by Riway Singapore.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Damages
- Declaration
9. Cause of Actions
- Breach of Contract
- Specific Performance
10. Practice Areas
- Commercial Litigation
- Real Estate Transactions
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
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
- HDB Approval
- Rescission
- Option Expiry Date
- Submission Deadline
- Approval Date
15.2 Keywords
- Option to Purchase
- HDB Approval
- Rescission
- Real Estate
- Contract Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 80 |
| Breach of Contract | 75 |
| Real Estate | 70 |
| Option to Purchase | 65 |
| Rescission | 60 |
| Mistake | 30 |
16. Subjects
- Contract Law
- Real Estate
- Option to Purchase Agreements