Ramachandran Jayakumar v Woo Hon Wai: Collective Sale Approval & Good Faith Duty

The Singapore Court of Appeal heard an appeal by Ramachandran Jayakumar and Simon Mahendran S/O Pakkirisamy against the High Court's decision to approve the collective sale of Shunfu Ville. The plaintiffs, Woo Hon Wai, Lee Chia Pheng Anthony, and Tan Tiong Soon Stephen, representing the collective sale committee, sought the sale. The appellants argued the sale was not conducted in good faith and the respondents acted ultra vires. The Court of Appeal dismissed the appeal, finding no lack of good faith and that the respondents did not act ultra vires.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal case regarding the approval of a collective sale of Shunfu Ville and the good faith duty of the collective sale committee.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ramachandran JayakumarAppellant, DefendantIndividualAppeal DismissedLost
Simon Mahendran S/O PakkirisamyAppellant, DefendantIndividualAppeal DismissedLost
Woo Hon WaiRespondent, PlaintiffIndividualAppeal AllowedWon
Lee Chia Pheng AnthonyRespondent, PlaintiffIndividualAppeal AllowedWon
Tan Tiong Soon StephenRespondent, PlaintiffIndividualAppeal AllowedWon
Elizabeth JosephRespondent, DefendantIndividualDispute SettledSettled
Chan Kum LinRespondent, DefendantIndividualNo ParticipationNeutral
Chow Yeui FongRespondent, DefendantIndividualNo ParticipationNeutral

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeYes
Chao Hick TinJustice of the Court of AppealNo
Tay Yong KwangJustice of the Court of AppealNo

4. Counsels

Counsel NameOrganization
Kenneth ChuaMorgan Lewis Stamford LLC
Adrian TanMorgan Lewis Stamford LLC
Kenneth KongMorgan Lewis Stamford LLC
N SreenivasanStraits Law Practice LLC
VithyashreeStraits Law Practice LLC

4. Facts

  1. The Property, Shunfu Ville, is a 32-year-old development with 358 units.
  2. The Collective Sale Committee (CSC) was formed on 23 November 2013.
  3. Jones Lang LaSalle (JLL) suggested a price range of $650m to $680m for the reserve price.
  4. A collective sale agreement (CSA) with a reserve price of $668m was presented on 12 July 2014.
  5. The first subsidiary proprietor signed the CSA on 12 July 2014.
  6. By 11 July 2015, subsidiary proprietors representing 81.0056% of the share value and 80.9932% of the total strata area had signed the CSA.
  7. The CSC launched a public tender with a reserve price of $688m on 3 September 2015.
  8. No formal bids were received at the close of the first tender on 27 October 2015.
  9. The CSC launched a second public tender with a reserve price of $688m on 28 January 2016.
  10. The CSC entered into a sale and purchase agreement with Qingjian on 19 May 2016 to sell the Property for $638m.

5. Formal Citations

  1. Ramachandran Jayakumar and another v Woo Hon Wai and others and another matter, Civil Appeal No 11 of 2017, [2017] SGCA 36

6. Timeline

DateEvent
Collective Sale Committee formed
Extraordinary general meeting held; collective sale agreement presented
First subsidiary proprietor signed the collective sale agreement
Subsidiary proprietors representing 60.6% consented to the collective sale
CSC and JLL met to discuss increasing the reserve price
Information about the increase in reserve price was published
Subsidiary proprietors representing 81.0056% of share value and 80.9932% of strata area signed the CSA
Public tender launched with a reserve price of $688m
First $688m Tender closed
Appeal for extension of time rejected
CSC held a meeting with the subsidiary proprietors
CSC passed a resolution to seek a fresh mandate at a revised reserve price of $628m
JLL informed subsidiary proprietors of the issues conveyed during the 24 November 2015 meeting
Subsidiary proprietors who signed the 1st SA represented about 58%
CSC passed a resolution to increase the reserve price to $638m
Second public tender launched with the existing mandated reserve price of $688m
Second $688m Tender closed
CSC obtained an independent valuation of the Property
Qingjian issued a Letter of Intent for the purchase of the Property at $638m
CSC convened an extraordinary general meeting of the subsidiary proprietors
CSC informed Qingjian that it was prepared to negotiate exclusively with it
Qingjian issued an LOI with the finalised terms
CSC achieved the 80% threshold of support
CSC entered into a sale and purchase agreement with Qingjian to sell the Property for $638m
CSC filed an application to the Board for a collective sale order
Five subsidiary proprietors lodged objections with the Board
Board issued a stop order
CSC filed an application to the High Court
Appellants filed a notice of appeal
Respondents applied to have the appeal heard on an expedited basis
Judgment reserved
Judgment delivered

7. Legal Issues

  1. Good Faith in Collective Sale
    • Outcome: The Court held that the transaction was in good faith, finding no breach of duty by the CSC.
    • Category: Substantive
    • Sub-Issues:
      • Failure to secure best reasonable price
      • Improper conduct of tenders
      • Failure to engage with interested parties
  2. Validity of Collective Sale Application
    • Outcome: The Court held that the respondents did not act ultra vires in making the application for collective sale.
    • Category: Jurisdictional
    • Sub-Issues:
      • Requisite consent
      • Compliance with statutory timelines

8. Remedies Sought

  1. Order for sale of all lots and common property

9. Cause of Actions

  • Application for Collective Sale Order

10. Practice Areas

  • Real Estate Law
  • Property Law
  • Commercial Litigation

11. Industries

  • Real Estate
  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Ng Swee Lang and another v Sassoon Samuel Bernard and othersHigh CourtYes[2008] 2 SLR(R) 597SingaporeCited for the observation that the collective sale is a statutory construct to give effect to the Government’s policy to facilitate urban renewal.
Chang Mei Wah Selena and others v Wiener Robert Lorenz and others and other mattersHigh CourtYes[2008] 4 SLR(R) 385SingaporeCited for the holding that the two 12-month periods provided for in paras 1 and 2 of the First Schedule to the LTSA operate independently and do not refer to a single period even though they may overlap.
Ng Eng Ghee and others v Mamata Kapildev Dave and others (Horizon Partners Pte Ltd, intervener) and another appealCourt of AppealYes[2009] 3 SLR(R) 109SingaporeCited for the meaning of “good faith” under s 84A(9)(a)(i) of the LTSA and the duties of a collective sale committee.
Woo Hon Wai and others v Ramachandran Jayakumar and othersHigh CourtYes[2017] SGHC 17SingaporeCited as the Judge’s decision being appealed against.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Land Titles (Strata) Act (Cap. 158)Singapore
Land Titles (Strata) Act s 84A(1)Singapore
Land Titles (Strata) Act s 84A(9)(a)(i)Singapore
Land Titles (Strata) Act s 84A(7)Singapore
Land Titles (Strata) Act s 84A(9)Singapore
Land Titles (Strata) Act s 84A(1)(b)Singapore
Land Titles (Strata) (Amendment) Act 1999 (Act 21 of 1999)Singapore
Land Titles (Strata) (Amendment) Act 2010 (Act 13 of 2010)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Collective Sale
  • En Bloc Sale
  • Good Faith
  • Reserve Price
  • Subsidiary Proprietors
  • Collective Sale Committee
  • Land Titles (Strata) Act
  • Public Tender
  • Private Treaty
  • Supplementary Agreement

15.2 Keywords

  • Collective Sale
  • En Bloc
  • Strata Title
  • Good Faith
  • Property Law
  • Singapore

17. Areas of Law

Area NameRelevance Score
Collective Sales90
Strata Titles85
Property Law75
Civil Procedure60
Contract Law50
Business Litigation25

16. Subjects

  • Property Law
  • Real Estate
  • Collective Sales
  • Strata Titles