Chan Sze Ying v Management Corporation Strata Title Plan No 2948: Adjournment of AGM & Election of Management Council

In Chan Sze Ying v Management Corporation Strata Title Plan No 2948, the Singapore High Court addressed an originating summons by Plaintiff Chan Sze Ying, seeking declarations that the defendant's Annual General Meeting (AGM) was improperly adjourned and that the elected members of the 13th Management Council had taken office on the day of the AGM. The court dismissed the application, finding that the AGM's adjournment was valid under common law powers of the chairperson and that the outgoing council members were only obliged to vacate office at the end of the adjourned AGM.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed a declaration sought by Chan Sze Ying regarding the improper adjournment of an AGM and the election of a management council.

1.7 Decision Date

28 April 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Chan Sze Ying	Plaintiff	Individual	Application Dismissed	Lost	Joseph Lee of LVM Law Chambers LLC Dickson Chew of LVM Law Chambers LLC
The Management Corporation Strata Title Plan No 2948	Defendant	Corporation	Application Dismissed	Won	Chew Kei-Jin of Ascendant Legal LLC Stephanie Tan of Ascendant Legal LLC
Lee Chuen T’ng	Intervener	Individual	Application Dismissed	Neutral	Mok Zi Cong of Dentons Rodyk & Davidson LLP Terence Wah of Dentons Rodyk & Davidson LLP Ling Tien Wah of Dentons Rodyk & Davidson LLP

3. Judges

Judge Name	Title	Delivered Judgment
Lee Seiu Kin	Judge	Yes

4. Counsels

Counsel Name	Organization
Joseph Lee	LVM Law Chambers LLC
Dickson Chew	LVM Law Chambers LLC
Chew Kei-Jin	Ascendant Legal LLC
Stephanie Tan	Ascendant Legal LLC
Mok Zi Cong	Dentons Rodyk & Davidson LLP
Terence Wah	Dentons Rodyk & Davidson LLP
Ling Tien Wah	Dentons Rodyk & Davidson LLP

4. Facts

The 13th Annual General Meeting (AGM) of the Management Corporation Strata Title Plan No 2948 was held on 3 August 2019.
The AGM was chaired by Lee Chuen T’ng, the chairperson of the outgoing management council.
The AGM ran out of time, leaving 19 motions unaddressed, including the election for the 11th and last spot on the 13th Management Council.
Lee Chuen T’ng declared the AGM adjourned to 19 October 2019 due to time constraints and a tie in the election for the final council seat.
Chan Sze Ying sought a declaration that the AGM was improperly adjourned and that the elected members had taken office on 3 August 2019.
The venue operator was concerned about the meeting exceeding the extended time and threatened to switch off the lights.

5. Formal Citations

Chan Sze Ying v Management Corporation Strata Title Plan No 2948, Originating Summons No 1203 of 2019, [2020] SGHC 88

6. Timeline

Date	Event
2019-08-03	13th Annual General Meeting of the defendant was held
2019-10-19	Adjourned AGM was held
2019-01-01	Originating Summons No 1203 of 2019 filed
2019-01-01	Summons No 193 of 2019 filed
2020-02-07	Judgment reserved
2020-04-29	Judgment delivered

7. Legal Issues

Validity of AGM Adjournment
- Outcome: The court held that the AGM was validly adjourned under the chairperson's common law powers.
- Category: Substantive
- Sub-Issues:
  - Chairman's residual power to adjourn meetings
  - Requirements for valid adjournment
- Related Cases:
  - [2014] 3 SLR 456
  - [1990] Ch 170
Obligation of Outgoing Management Council to Vacate Office
- Outcome: The court held that the outgoing management council was only obliged to vacate office at the end of the adjourned AGM.
- Category: Substantive
- Sub-Issues:
  - Timing of council member's departure
  - Interpretation of s 54(1)(e) of the Building Maintenance and Strata Management Act

8. Remedies Sought

Declaration that the AGM was improperly adjourned
Declaration that the elected persons to the 13th Management Council had taken office on 3 August 2019

9. Cause of Actions

No cause of actions

10. Practice Areas

Real Estate Law
Corporate Governance

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Fu Loong Lithographer Pte Ltd and others v Mok Wai Hoe and another and another matter	High Court	Yes	[2014] 3 SLR 456	Singapore	Cited for principles regarding the improper exercise of powers by a chairperson.
Si-Hoe Kok Hong Chun and another v Ramesh Ramchandani	High Court	Yes	[2006] 2 SLR(R) 59	Singapore	Cited for the proposition that unanimous and informal assent to some matter within the purview of a general meeting is as valid as a motion properly passed.
Byng v London Life Association Ltd	Chancery Division	Yes	[1990] Ch 170	England and Wales	Cited regarding the common law powers of a chairperson to adjourn a meeting under certain circumstances.
John v Rees	Chancery Division	Yes	[1970] Ch 345	England and Wales	Cited for the principle that a chairman has the power to adjourn a meeting where unruly conduct prevents the continuation of business.
Jackson v Hamlyn	Chancery Division	Yes	[1953] Ch. 577	England and Wales	Cited for the principle that when a poll is demanded on a motion to adjourn and such poll cannot be taken forthwith, the chairman has power to suspend the meeting with a view to its continuance at a later date after the result of the poll is known.
Jackson and others v Hamlyn and others	Court of Appeal	Yes	[1953] 2 WLR 709	England and Wales	Cited for the proposition that an invalid adjournment need not have the effect of concluding a meeting.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Building Maintenance and Strata Management Act (Cap 30C)	Singapore
Building Maintenance and Strata Management Act (Cap 30C) s 54(1)(e)	Singapore
Building Maintenance and Strata Management Act (Cap 30C) s 27(3)	Singapore
Building Maintenance and Strata Management Act (Cap 30C) s 53(4)	Singapore
Building Maintenance and Strata Management Act (Cap 30C) First Schedule para 3A(1)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Annual General Meeting
Management Corporation
Strata Title
Adjournment
Management Council
Election
Chairperson's Powers
Building Maintenance and Strata Management Act

15.2 Keywords

AGM
adjournment
management council
strata title
BMSMA

17. Areas of Law

Area Name	Relevance Score
Strata Titles	80
Property Law	75
Meetings Law	70
Management Councils	60
Civil Procedure	50
Construction Law	25
Company Law	25

16. Subjects

Strata Management
Corporate Governance
Meeting Procedure