Doo Wan Tsong Charles v Oxley Jasper: Rectification & Rescission of En Bloc Sale Agreement
Doo Wan Tsong Charles and other subsidiary proprietors sued Oxley Jasper Pte Ltd in the General Division of the High Court of Singapore, seeking rectification of a sale and purchase agreement (SPA) for an en bloc sale, after Oxley Jasper rescinded the SPA due to a failure to meet a condition precedent regarding outline planning permission. The plaintiffs argued for rectification based on unilateral mistake. Andre Maniam J dismissed the plaintiffs' claims, finding that Oxley Jasper validly rescinded the SPA and was entitled to a refund of the initial deposit.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Plaintiffs' claims dismissed; Oxley Jasper entitled to refund of Initial Deposit with interest.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Plaintiffs sought rectification of a sale agreement after a condition precedent wasn't met. The court dismissed the claim, finding Oxley Jasper validly rescinded the agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Doo Wan Tsong Charles | Plaintiff | Individual | Claim Dismissed | Lost | Lee Ee Yang, Wilbur Lua, Douglas Pang, Michelle Ong |
| Kon Kwok Seng | Plaintiff | Individual | Claim Dismissed | Lost | Lee Ee Yang, Wilbur Lua, Douglas Pang, Michelle Ong |
| Lim Meng Suan Dawn | Plaintiff | Individual | Claim Dismissed | Lost | Lee Ee Yang, Wilbur Lua, Douglas Pang, Michelle Ong |
| Lim Sen Hong, Lester | Plaintiff | Individual | Claim Dismissed | Lost | Lee Ee Yang, Wilbur Lua, Douglas Pang, Michelle Ong |
| Yeo Seok Chin | Plaintiff | Individual | Claim Dismissed | Lost | Lee Ee Yang, Wilbur Lua, Douglas Pang, Michelle Ong |
| Oxley Jasper Pte Ltd | Defendant | Corporation | Entitled to refund of Initial Deposit | Won | Kelvin Poon, Devathas Satianathan, Cai Xiaohan |
| Yap Siew Kee | Defendant | Individual | Neutral | Neutral | Fong Weng Khai |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andre Maniam | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lee Ee Yang | Covenant Chambers LLC |
| Wilbur Lua | Covenant Chambers LLC |
| Douglas Pang | Covenant Chambers LLC |
| Michelle Ong | Covenant Chambers LLC |
| Kelvin Poon | Rajah & Tann Singapore LLP |
| Devathas Satianathan | Rajah & Tann Singapore LLP |
| Cai Xiaohan | Rajah & Tann Singapore LLP |
| Fong Weng Khai | W K Fong & Co |
4. Facts
- The plaintiffs are subsidiary proprietors of a property sold en bloc to Oxley Jasper Pte Ltd.
- The Sale and Purchase Agreement included a condition precedent requiring outline planning permission for no less than 120 dwelling units.
- The Urban Redevelopment Authority only granted outline planning permission for 112 units.
- Oxley Jasper purported to rescind the Sale and Purchase Agreement due to the unmet condition precedent.
- The Collective Sale Committee insisted Oxley Jasper pay a further deposit, and purported to forfeit the initial deposit when Oxley declined.
- The plaintiffs sought rectification of the Sale and Purchase Agreement to change the condition precedent to 112 units.
- Oxley Jasper contended that rectification was not permissible for unilateral mistake and that the termination was not premature.
5. Formal Citations
- Doo Wan Tsong Charles and others v Oxley Jasper Pte Ltd and another, Suit No 1254 of 2018, [2021] SGHC 249
6. Timeline
| Date | Event |
|---|---|
| Collective Sale Committee formed | |
| Meeting between Collective Sale Committee and Oxley Jasper Pte Ltd | |
| Contract Date of Sale and Purchase Agreement | |
| Urban Redevelopment Authority refused Oxley's application for 120 units | |
| Urban Redevelopment Authority issued a circular with new formulas for calculating the maximum of dwelling units | |
| Oxley Jasper purported to rescind and cancel the Sale and Purchase Agreement | |
| Collective Sale Committee's lawyers sent a letter regarding the mistake in the clause | |
| Original Statement of Claim filed | |
| Long-stop date for fulfilment of the 120 units condition precedent | |
| Amendment No 1 to Statement of Claim | |
| Amendment No 2 to Statement of Claim | |
| Amendment No 3 to Statement of Claim | |
| Trial began | |
| Trial concluded | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Rectification of Contract
- Outcome: The court held that the plaintiffs were not entitled to rectification of the SPA.
- Category: Substantive
- Sub-Issues:
- Unilateral mistake
- Common mistake
- Mistake as to the nature or quality of a term
- Related Cases:
- [1981] 1 WLR 505
- [2007] EWHC 895
- [1996] 3 SLR(R) 182
- [2017] 1 SLR 219
- [1953] 2 QB 450
- [1984] 1 Lloyd’s Rep 353
- [1980] 2 Lloyd’s Rep 67
- [2003] 1 SLR(R) 382
- [1961] 1 Ch 555
- [2020] Ch 365
- Rescission of Contract
- Outcome: The court held that Oxley Jasper validly rescinded the SPA.
- Category: Substantive
- Sub-Issues:
- Non-fulfilment of condition precedent
- Premature termination
- Related Cases:
- [1997] 3 SLR(R) 257
- Condition Precedent
- Outcome: The court held that the condition precedent was not met, entitling Oxley to rescind the contract.
- Category: Substantive
8. Remedies Sought
- Rectification of the Sale and Purchase Agreement
- Declaratory relief that Oxley's rescission was invalid
- Damages
9. Cause of Actions
- Rectification of contract
- Breach of contract
10. Practice Areas
- Commercial Litigation
- Real Estate Litigation
- Contract Disputes
11. Industries
- Real Estate
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Thomas Bates and Son Ltd v Wyndham’s (Lingerie) Ltd | English High Court | Yes | [1981] 1 WLR 505 | England and Wales | Cited for the conditions to obtain rectification for unilateral mistake. |
| Connolly Ltd v Bellway Homes Ltd | English High Court | Yes | [2007] EWHC 895 | England and Wales | Cited to demonstrate that rectification is not available for a mistake as to the nature or quality of a particular term. |
| Kok Lee Kuen and another v Choon Fook Realty Pte Ltd and others | Court of Appeal | Yes | [1996] 3 SLR(R) 182 | Singapore | Cited for the principle that rectification is granted when there is a concluded oral agreement before it was reduced into writing, with a mistake as to the description of the subject property. |
| Yap Son On v Ding Pei Zhen | Court of Appeal | Yes | [2017] 1 SLR 219 | Singapore | Cited for the principle that the equitable doctrine of rectification refers to the reconstruction or amendment of a document where there is a mismatch between the parties’ agreement and the instrument which purports to record it. |
| Frederick E Rose (London) Ld v William H Pim Jnr & Co Ld | N/A | Yes | [1953] 2 QB 450 | N/A | Cited regarding whether there must be a concluded antecedent contract for rectification. |
| Agip SpA v Navigazione Alta Italia SpA (The Nai Genova and Nai Superba | N/A | Yes | [1984] 1 Lloyd’s Rep 353 | N/A | Cited for the principle that rectification involves correcting a written instrument which, by a mistake in verbal expression, does not accurately reflect the parties’ true agreement. |
| Etablissements Georges et Paul Levy v Adderley Navigation Co Panama SA (The Olympic Pride) | N/A | Yes | [1980] 2 Lloyd’s Rep 67 | N/A | Cited for the principle that equitable rectification is available in cases of common mistake and unilateral mistake. |
| Industrial & Commercial Bank Ltd v PD International Pte Ltd | N/A | Yes | [2003] 1 SLR(R) 382 | N/A | Cited for the principle that the burden is on the party seeking rectification to show convincing proof that the document to be rectified was not in accordance with the parties’ true intention at the time of its execution and that the document in its proposed form would accord with that intention. |
| A Roberts & Co Ltd And another v Leicestershire County Council | N/A | Yes | [1961] 1 Ch 555 | N/A | Cited for the principle that a party is entitled to rectification of a contract upon proof that he believed a particular term to be included in the contract, and that the other party concluded the contract with the omission or a variation of that term in the knowledge that the first party believed the term to be included. |
| FSHC Group Holdings Limited v Glas Trust Corporation Limited | N/A | Yes | [2020] Ch 365 | N/A | Cited for the proposition that in the case of common mistake it is inequitable for a party to the contract to seek to apply the contract inconsistently with what that party knew to be the common intention of the parties when the written contract was executed. |
| Tan Soo Leng David v Wee, Satku & Kumar Pte Ltd and another | N/A | Yes | [1997] 3 SLR(R) 257 | Singapore | Cited regarding the interpretation of a clause related to consent being refused or not received by the Completion Date. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- En bloc sale
- Subsidiary proprietors
- Sale and Purchase Agreement
- Condition precedent
- Outline planning permission
- Rectification
- Unilateral mistake
- Rescission
- Collective Sale Committee
- Initial Deposit
- Further Deposit
- Long-stop date
15.2 Keywords
- contract
- rectification
- rescission
- en bloc
- sale
- agreement
- property
- singapore
16. Subjects
- Contract Law
- Real Estate
- Civil Litigation
17. Areas of Law
- Contract Law
- Equity
- Real Estate Law
- Property Law