Lau Soon v UOL Development: Stakeholding Sum Dispute & Limitation Act

Lau Soon and Ng Bee Hoon (the Purchasers) appealed against a decision ordering the Singapore Academy of Law (SAL) to release a stakeholding sum to UOL Development (Dakota) Pte Ltd (the Vendor). The High Court heard the appeal from the State Courts. The legal issue was whether the Vendor's claim for the stakeholding sum was time-barred under the Limitation Act. The court held that the claim was contractual but not time-barred due to the Stakeholding Rules, allowing the appeal in part regarding interest payment.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Appeal allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding release of stakeholding sum. Court held claim was contractual but not time-barred due to Stakeholding Rules.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lau SoonAppellant, DefendantIndividualAppeal allowed in partPartial
Ng Bee HoonAppellant, DefendantIndividualAppeal allowed in partPartial
UOL Development (Dakota) Pte LtdRespondent, PlaintiffCorporationJudgment for PlaintiffWon

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Liew Teck HuatNiru & Co LLC
Ow Jiang Meng BenjaminNiru & Co LLC
Bryan Looy Chye ShenNiru & Co LLC
Wah Hsien-Wen TerenceDentons Rodyk & Davidson LLP
Ling Tien WahDentons Rodyk & Davidson LLP

4. Facts

  1. The Purchasers bought a condominium unit from the Vendor for S$1,289,000.
  2. The Purchasers paid 5% of the purchase price (S$64,450) to SAL as stakeholder.
  3. The Purchasers instructed SAL to deduct the full stakeholding sum due to alleged defects.
  4. The Vendor disputed the attempted deduction.
  5. The Vendor filed an originating summons seeking release of the stakeholding sum.
  6. The Purchasers claimed the Vendor's claim was time-barred under the Limitation Act.
  7. The SPA was entered into on 30 April 2010.

5. Formal Citations

  1. Lau Soon and another v UOL Development (Dakota) Pte Ltd and another appeal, , [2021] SGHC 195

6. Timeline

DateEvent
Parties entered into the sale and purchase agreement.
Purchasers took possession of the Unit.
Purchasers instructed the SAL to deduct the full amount of the Stakeholding Sum.
Vendor disputed the attempted deduction and served an Objection by Vendor to Deduction on the SAL.
Final Payment Date.
Vendor filed the originating summons.
Vendor sent a Calderbank letter to the Purchasers.
Hearing date.
Judgment date.

7. Legal Issues

  1. Time-Bar Issue
    • Outcome: The court held that the Vendor’s claim was contractual but not time-barred due to the Stakeholding Rules.
    • Category: Substantive
  2. Authorised deductions from stakeholding sum
    • Outcome: The court found that the Vendor was entitled to the Stakeholding Sum of S$64,450.
    • Category: Substantive

8. Remedies Sought

  1. Order that the Purchasers authorise the SAL to release the Stakeholding Sum to the Vendor
  2. Order that the Purchasers pay to the Vendor the sum of S$64,450

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Construction Law
  • Commercial Litigation

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
UOL Development (Dakota) Pte Ltd v Lau Soon and anotherState CourtsYes[2020] SGDC 233SingaporeThe present appeals arose from the learned district judge’s decision.
Thomson Hill Pte Ltd v Chang ErhCourt of AppealYes[1992] 2 SLR(R) 366SingaporeCited for the principle that the relationship between a stakeholder, a purchaser, and a vendor is contractual in nature.
The Republic of the Philippines v Maler Foundation and others and other appealsCourt of AppealYes[2014] 1 SLR 1389SingaporeCited for the principle that a stakeholder can undertake the role of a trustee concurrently only if the parties agreed or intended for the stakeholder to do so.
Gribbon v LuttonQueen's BenchYes[2002] 1 QB 902England and WalesCited for the principle that where a stakeholder is involved, there are two separate contracts to be considered.
Cytec Industries Pte Ltd v Asia Pulp & Paper Co LtdCourt of AppealYes[2009] 2 SLR(R) 806SingaporeCited for the principle that the applicability of the Limitation Act is not absolute and can be excluded by the parties’ contract.

13. Applicable Rules

Rule Name
Housing Developers Rules (2008 Rev Ed) rules 12(1) and 12(2)
Housing Developers Rules (2008 Rev Ed) rule 12(5)
Singapore Academy of Law (Stakeholding) Rules (1998 Ed) r 7
Singapore Academy of Law (Stakeholding) Rules (1998 Ed) r 8

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act (1996 Rev Ed)Singapore
Limitation Act (1996 Rev Ed) s 6(1)(a)Singapore
Limitation Act (1996 Rev Ed) s 22(1)(b)Singapore
Singapore Academy of Law Act (1997 Rev Ed)Singapore
Singapore Academy of Law Act (1997 Rev Ed) s 4(1)(ka)Singapore
Singapore Academy of Law Act (1997 Rev Ed) s 27Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Stakeholding Sum
  • Stakeholder
  • Singapore Academy of Law
  • Sale and Purchase Agreement
  • Limitation Act
  • Deduction by Purchaser
  • Objection by Vendor to Deduction
  • Tripartite Contract
  • Bilateral Contract
  • Stakeholding Rules

15.2 Keywords

  • Stakeholding
  • Limitation Act
  • Construction
  • Singapore Academy of Law
  • Contract Law

17. Areas of Law

Area NameRelevance Score
Limitation90
Stakeholding85
Contract Law80
Construction Law75
Property Law60

16. Subjects

  • Construction Dispute
  • Contract Law
  • Stakeholding
  • Limitation