Yeo Sok Hoon v Tan Thiam Chye: Collective Sale Dispute over Realty Centre

In Yeo Sok Hoon, Seah Siang Mong, and Paul Go Kian Lee v Tan Thiam Chye and Sin-Tai Investments Pte Ltd, the High Court of Singapore addressed a dispute over the collective sale of The Realty Centre. The plaintiffs, representing the collective sale committee, sought an order to allow the sale, which was opposed by the defendant, Tan Thiam Chye. The primary legal issue was whether the method of distributing the sale proceeds was fair and if the transaction was conducted in good faith, as required by the Land Titles (Strata) Act. The court allowed the application, finding that the statutory requirements were met and the transaction was in good faith.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Application allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Collective sale dispute over Realty Centre. The court allowed the sale, finding the apportionment method fair and the transaction in good faith.

1.7 Decision Date

5 October 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Thiam Chye	Defendant	Individual	Claim Dismissed	Lost	Tan Denis of Circular Law Chambers LLP Ng Thomas Hoe Lun of Circular Law Chambers LLP
Yeo Sok Hoon	Plaintiff	Individual	Judgment for Plaintiff	Won	Aw Jansen of Donaldson & Burkinshaw LLP Ngaim Ruo Ling of Donaldson & Burkinshaw LLP
Seah Siang Mong	Plaintiff	Individual	Judgment for Plaintiff	Won	Aw Jansen of Donaldson & Burkinshaw LLP Ngaim Ruo Ling of Donaldson & Burkinshaw LLP
Paul Go Kian Lee	Plaintiff	Individual	Judgment for Plaintiff	Won	Aw Jansen of Donaldson & Burkinshaw LLP Ngaim Ruo Ling of Donaldson & Burkinshaw LLP
Sin-Tai Investments Pte Ltd	Defendant	Corporation	Withdrawn	Withdrawn

3. Judges

Judge Name	Title	Delivered Judgment
S Mohan	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Tan Denis	Circular Law Chambers LLP
Ng Thomas Hoe Lun	Circular Law Chambers LLP
Aw Jansen	Donaldson & Burkinshaw LLP
Ngaim Ruo Ling	Donaldson & Burkinshaw LLP

4. Facts

The Realty Centre is a 12-storey commercial building with 36 units.
The plaintiffs are representatives of the collective sale committee.
The defendant, Tan Thiam Chye, owned two office units and objected to the sale.
The collective sale process began in July 2017.
The initial proposed apportionment formula (MOA1) was a two-tier method.
Cushman & Wakefield advised that MOA1 was inequitable due to a large premium variance.
The CSC tentatively accepted a second method of apportionment (MOA2) based on valuation, share value, and strata area.

5. Formal Citations

Yeo Sok Hoon and others v Tan Thiam Chye and another, Originating Summons No 1424 of 2019, [2020] SGHC 202

6. Timeline

Date	Event
2017-07-01	Collective sale process began
2017-07-28	Email sent regarding high probability of successful enbloc sale
2017-08-14	Email sent to Managing Agent to arrange General Meeting
2017-12-12	Annual General Meeting held
2018-01-19	2nd CSC meeting held
2018-02-07	3rd CSC meeting held
2018-04-13	4th CSC meeting held
2018-04-16	Email from Mr. Phee to CSC members regarding MOA1
2018-04-18	5th CSC meeting held
2018-05-02	6th CSC meeting held
2018-06-20	7th CSC meeting held
2018-07-17	Extraordinary General Meeting held
2018-12-07	Subsidiary proprietors signed the Collective Sales Agreement
2019-02-21	Close of tender
2019-03-20	Meeting of the subsidiary proprietors
2019-04-10	12th CSC meeting held
2019-04-16	C&W received cashier’s order from The Place Holdings
2019-04-18	The Place Holdings nominated the Purchaser to take over as tenderer
2019-04-22	D&B wrote to the Purchaser to accept the offer
2019-04-26	CSC meeting held
2019-07-25	Plaintiffs applied to the Strata Titles Board for a sale order
2019-11-07	Stop order issued by the Strata Titles Board
2019-11-15	OS 1424/2019 commenced
2020-03-31	Hearing commenced
2020-04-03	Hearing
2020-05-14	Judgment delivered orally
2020-10-06	Judgment Date

7. Legal Issues

Good Faith in Collective Sales
- Outcome: The court found that the transaction was made in good faith, taking into account the method of distribution of the sale proceeds.
- Category: Substantive
- Sub-Issues:
  - Misleading the collective sale committee
  - Failure to act in the interests of the majority of subsidiary proprietors
Fairness of Apportionment Method
- Outcome: The court found that MOA2 was fair and equitable to all the owners of the Development.
- Category: Substantive
- Sub-Issues:
  - Premium variance test
  - Dilution of share value
  - Definition of common property
Definition of Common Property
- Outcome: The court clarified that common property does not include the entire land on which the Development stands.
- Category: Substantive

8. Remedies Sought

Order to allow the sale of all lots and common property in the Development

9. Cause of Actions

Application for a collective sale order under s 84A of the Land Titles (Strata) Act

10. Practice Areas

Real Estate Law
Property Law
Strata Title Disputes

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Deorukhkar Sameer Vinay and others v Quek Chin Kheam	High Court	Yes	[2018] SGHC 171	Singapore	Cited for analysis of the premium variance test in collective sales.
Low Kwang Tong v Karen Teo Mei Ling and others	Court of Appeal	Yes	[2018] SGCA 86	Singapore	Cited for the burden of proof in applications under section 84A of the Land Titles (Strata) Act.
Kok Yin Chong and others v Lim Hun Joo and others	Court of Appeal	Yes	[2019] 2 SLR 46	Singapore	Cited for the burden of proof in applications under section 84A of the Land Titles (Strata) Act.
Dynamic Investments Pte Ltd v Lee Chee Kian Silas and others	High Court	Yes	[2008] 1 SLR(R) 729	Singapore	Cited for the definition of 'good faith' in the context of section 84A(9) of the Land Titles (Strata) Act.
Ng Eng Ghee and others v Mamata Kapildev Dave and others (Horizon Partners Pte Ltd, intervener) and another appeal	Court of Appeal	Yes	[2009] 3 SLR(R) 109	Singapore	Cited for the definition of 'good faith' in the context of section 84A(9) of the Land Titles (Strata) Act.
Ramachandran Jayakumar and another v Woo Hon Wai and others and another matter	Court of Appeal	Yes	[2017] 2 SLR 413	Singapore	Cited for the holistic assessment of circumstances to determine the absence of good faith.
Lim Li Meng Dominic and others v Ching Pui Sim Sally and another and another matter	High Court	Yes	[2015] 5 SLR 989	Singapore	Cited for the court's task to assess if the method of distribution adopted is rational and designed to be as fair as possible.
N K Rajarh and others v Tan Eng Chuan and others	High Court	Yes	[2014] 1 SLR 694	Singapore	Cited for the duties of transparency and openness owed by marketing agents.
Sit Kwong Lam v Management Corporation Strata Title Plan No 2645	Court of Appeal	Yes	[2018] 1 SLR 790	Singapore	Cited for the management corporation's duty to control, manage, administer or maintain common property.
Frontfield Investment Holding (Pte) Ltd v Management Corporation Strata Title Plan No 938 and others	High Court	Yes	[2001] 2 SLR(R) 410	Singapore	Cited for the management corporation's responsibility to maintain common property for the benefit of all proprietors.
Abraham Aaron Isaac v Management Corporation Strata Title Plan No 664	Court of Appeal	Yes	[1999] 2 SLR(R) 287	Singapore	Cited for the principle that all subsidiary proprietors have unity of possession.
Poh Kiong Kok v MCST Plan No 581	N/A	Yes	[1990] 1 SLR(R) 617	Singapore	Cited for the principle that all subsidiary proprietors have unity of possession.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Land Titles (Strata) Act (Cap 158, 2009 Rev Ed)	Singapore
s 84A of the Land Titles (Strata) Act	Singapore
s 84A(9)(a)(i)(B) of the Land Titles (Strata) Act	Singapore
s 84A(6) of the Land Titles (Strata) Act	Singapore
s 3 of the Land Titles (Strata) Act	Singapore
Rules of Court (Cap 322, R5, 2014 Rev Ed)	Singapore
Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed)	Singapore
s 2(1) of the Building Maintenance and Strata Management Act	Singapore
s 29(1)(b)(i) Building Maintenance and Strata Management Act	Singapore
Land Titles Act (Cap 157, 2004 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Collective sale
Strata title
Common property
Apportionment method
Premium variance test
Share value
Strata area
Good faith
Subsidiary proprietor
Collective Sale Agreement

15.2 Keywords

Collective sale
Strata title
Good faith
Apportionment
Premium variance
Singapore
Real estate
Property law

17. Areas of Law

Area Name	Relevance Score
Collective Sales	95
Strata Title Law	85
Real Estate	75
Contract Law	40

16. Subjects

Real Estate
Strata Title
Collective Sale
Property Law