Teo Mei Ling Karen v Low Kwang Tong: Collective Sale Order Dispute

The plaintiffs, Teo Mei Ling Karen, Ng Wei Xiang Stanley, and Lim Siew Ming, representing the collective sale committee of Citimac Industrial Complex, applied to the High Court of Singapore for a collective sale order. The defendants, Low Kwang Tong and Seng One Pte Ltd, subsidiary proprietors, objected, alleging bad faith in the apportionment of sale proceeds. Ang Cheng Hock JC granted the collective sale order, finding no bad faith in the transaction.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Collective sale order granted

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Collective sale order dispute over Citimac Industrial Complex. Court granted the order, finding no bad faith in the apportionment of sale proceeds.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Teo Mei Ling KarenPlaintiffIndividualCollective sale order grantedWonJason Lim Chen Thor, De Souza Kevin David, Geena Liaw Jin Yi
Ng Wei Xiang StanleyPlaintiffIndividualCollective sale order grantedWonJason Lim Chen Thor, De Souza Kevin David, Geena Liaw Jin Yi
Lim Siew MingPlaintiffIndividualCollective sale order grantedWonJason Lim Chen Thor, De Souza Kevin David, Geena Liaw Jin Yi
Low Kwang TongDefendantIndividualObjection dismissedLostLinus Ng Siew Hoong, Sharmila Sanjeevi
Seng One Pte LtdDefendantCorporationObjection dismissedLostYeo Choon Hsien Leslie, Jolene Tan Shu Ann

3. Judges

Judge NameTitleDelivered Judgment
Ang Cheng HockJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Jason Lim Chen ThorDe Souza Lim & Goh LLP
De Souza Kevin DavidDe Souza Lim & Goh LLP
Geena Liaw Jin YiDe Souza Lim & Goh LLP
Linus Ng Siew HoongDonaldson & Burkinshaw LLP
Sharmila SanjeeviDonaldson & Burkinshaw LLP
Yeo Choon Hsien LeslieSterling Law Corporation
Jolene Tan Shu AnnSterling Law Corporation

4. Facts

  1. Plaintiffs are members of the collective sale committee for Citimac Industrial Complex.
  2. Defendants are subsidiary proprietors of two ground floor showroom units.
  3. The CSC proposed a method of apportionment based on 90% valuation and 10% share value.
  4. JLL was appointed to carry out valuations of the units.
  5. The 1st defendant had obtained approval for change of use of his unit to a canteen.
  6. The 2nd defendant alleged JLL's valuation was arbitrary and influenced by the CSC.
  7. The CSC obtained a valuation report on the value of the development as at 21 July 2017.

5. Formal Citations

  1. Teo Mei Ling Karen and others v Low Kwang Tong and another, Originating Summons No 191 of 2018, [2018] SGHC 186

6. Timeline

DateEvent
Extraordinary General Meeting held
CSC decided to recommend setting the reserve price at $430m
JLL appointed to carry out valuations of the units
JLL issued valuation report
Extraordinary General Meeting approved reserve price and method of apportionment
Permitted time commenced
SPs informed that 89 units had executed the CSA
Sale of Citimac Industrial Complex launched by public tender
Public tender closed
CSC awarded tender to sole bidder at $430,111,000.00
Plaintiffs filed application to the Strata Titles Board for a collective sale order
First mediation session before the STB
STB issued a stop order
Plaintiffs commenced proceedings for the collective sale order
Parties filed submissions and reply submissions
Judgment issued

7. Legal Issues

  1. Good Faith in Collective Sale
    • Outcome: The court found that the collective sale transaction was carried out in good faith.
    • Category: Substantive
    • Sub-Issues:
      • Breach of fiduciary duties
      • Conflict of interest
      • Duty of even-handedness
  2. Valuation of Property
    • Outcome: The court found no evidence that the valuation was flawed or influenced by the collective sale committee.
    • Category: Substantive
    • Sub-Issues:
      • Method of valuation
      • Consideration of change of use
      • Influence on valuer

8. Remedies Sought

  1. Collective Sale Order
  2. Dismissal of Collective Sale Order

9. Cause of Actions

  • Application for Collective Sale Order
  • Objection to Collective Sale

10. Practice Areas

  • Real Estate Law
  • Property Law

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
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 fiduciary duties owed by a collective sale committee to the subsidiary proprietors.
N K Rajarh and others v Tan Eng Chuan and othersCourt of AppealYes[2014] 1 SLR 694SingaporeCited to explain that the term 'transaction' includes how the consent for the collective sale was secured.
Lim Li Meng Dominic and others v Ching Pui Sim Sally and another and another matterCourt of AppealYes[2015] 5 SLR 989SingaporeCited for the principle that the court is concerned with the substance of the transaction and not merely its form when assessing the good faith of the transaction.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Land Titles (Strata) ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Collective Sale
  • Subsidiary Proprietors
  • Collective Sale Committee
  • Valuation
  • Good Faith
  • Share Value
  • Strata Title
  • Apportionment
  • Fiduciary Duty
  • Showroom Unit
  • Factory Unit
  • Warehouse Unit

15.2 Keywords

  • Collective Sale
  • Strata Title
  • Valuation
  • Good Faith
  • Singapore
  • Real Estate

16. Subjects

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

17. Areas of Law

  • Strata Titles
  • Collective Sales
  • Land Law