Chwee Wah v Yow Jia Wen: Collective Sale Dispute over Chuan Park En Bloc
Mrs Spykerman Chwee Wah Christina Nee Lim, Yew Wai Kuen, and Ong Han Ping, authorized representatives of the collective sales committee, filed an application in the General Division of the High Court of Singapore on 26 May 2023, seeking orders for the collective sale of Chuan Park. Yow Jia Wen, Quek Guat Peck, Foo Kai Ming, Jeffrey, Daven Wu Yungren, Ong Seng Oh, and Long Wee Fong, subsidiary proprietors of Chuan Park, objected to the sale, arguing that the 80% requirement under the Land Titles (Strata) Act was not met and that the sale price and method of apportionment were not arrived at in good faith. The High Court granted the application, finding that the 80% requirement was satisfied and that the collective sales committee had acted in good faith.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application granted for orders that Chuan Park be sold in accordance with the Sale and Purchase Agreement.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Collective sale dispute over Chuan Park. High Court approves the sale, finding the 80% requirement and good faith obligations were met.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Mrs Spykerman Chwee Wah Christina née Lim | Claimant | Individual | Application Granted | Won | Narayanan Sreenivasan, Ang Mei-Ling Valerie Freda, Kelly Wah |
| Yew Wai Kuen | Claimant | Individual | Application Granted | Won | Narayanan Sreenivasan, Ang Mei-Ling Valerie Freda, Kelly Wah |
| Ong Han Ping (Wang Hanbin) | Claimant | Individual | Application Granted | Won | Narayanan Sreenivasan, Ang Mei-Ling Valerie Freda, Kelly Wah |
| Yow Jia Wen | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
| Quek Guat Peck | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
| Foo Kai Ming, Jeffrey (Fu Kaiming) | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
| Daven Wu Yungren | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
| Ong Seng Oh | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
| Long Wee Fong | Defendant | Individual | Objection Dismissed | Lost | Lee Peng Khoon Edwin, Amanda Koh Jia Yi, Smrithi Sadasivam |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kwek Mean Luck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Narayanan Sreenivasan | K&L Gates Straits Law LLC |
| Ang Mei-Ling Valerie Freda | K&L Gates Straits Law LLC |
| Kelly Wah | K&L Gates Straits Law LLC |
| Lee Peng Khoon Edwin | Eldan Law LLP |
| Amanda Koh Jia Yi | Eldan Law LLP |
| Smrithi Sadasivam | Eldan Law LLP |
4. Facts
- Chuan Park is a 99-year leasehold development.
- The collective sales committee was formed in October 2019.
- The Sale and Purchase Agreement was dated 5 July 2022.
- The sale price was $890 million.
- Some subsidiary proprietors objected to the sale and filed objections to the Strata Titles Board.
- The Strata Titles Board issued a Stop Order against the collective sale.
- The method of apportionment was based on 90% valuation, 5% strata area, and 5% share value.
5. Formal Citations
- Mrs Spykerman Chwee Wah Christina née Lim and others v Yow Jia Wen and others, Originating Application No 869 of 2022, [2023] SGHC 158
6. Timeline
| Date | Event |
|---|---|
| Extraordinary General Meeting held to form a collective sales committee for Chuan Park. | |
| Collective sale agreement signed by the first subsidiary proprietor. | |
| Subsidiary proprietors representing 80% of total share value and total strata area had signed the collective sale agreement. | |
| First public tender exercise launched with a reserve price of $938 million. | |
| First public tender exercise closed with no bids received. | |
| Collective sales committee resolved to seek a fresh mandate for a revised reserve price of $860 million. | |
| First supplementary joint agreement at the reserve price of $860 million was drawn up and first signed by a subsidiary proprietor. | |
| Collective sales committee informed owners that subsidiary proprietors of 268 units had signed the first supplementary joint agreement. | |
| Second public tender exercise launched with a reserve price of $938 million. | |
| Second public tender exercise closed with no bids or expressions of interest received. | |
| Marketing agent informed owners that the collective sales committee received an expression of interest from the developer at a sale price of $860 million. | |
| Collective sales committee resolved to seek a fresh mandate at a revised reserve price of $890 million. | |
| Owners began executing the second supplementary joint agreement to revise the reserve price upward to $890 million. | |
| Sale and Purchase Agreement for the collective sale of Chuan Park to the developer at the sale price of $890 million was signed. | |
| Subsidiary proprietors filed objections to the Strata Titles Board. | |
| Subsidiary proprietors filed objections to the Strata Titles Board. | |
| Urban Redevelopment Authority granted the developer outline permission. | |
| Strata Titles Board issued a Stop Order against the collective sale of Chuan Park. | |
| First Joint Affidavit of Claimants filed. | |
| URA clarified that the GFA of the existing development was not verified. | |
| Foo Kai Ming, Jeffrey’s Affidavit filed. | |
| Yick E-Ling’s Affidavit filed. | |
| Letter to the Court from the Claimants’ Counsel filed. | |
| Fourth Joint Affidavit of Claimants filed. | |
| Claimants’ Written Submissions filed. | |
| Defendants’ Written Submissions filed. | |
| Hearing commenced. | |
| Letter to the Court from the Defendants’ Counsel filed. | |
| Hearing concluded. | |
| Judgment issued. |
7. Legal Issues
- Satisfaction of 80% Requirement for Collective Sale
- Outcome: The court held that the 80% requirement was satisfied through the combination of the first and second supplementary joint agreements.
- Category: Substantive
- Good Faith in Arriving at Sale Price
- Outcome: The court held that the collective sales committee acted in good faith in arriving at the sale price, despite not conducting a Pre-Application Feasibility Study and relying on a valuation report based on a specific gross floor area.
- Category: Substantive
- Related Cases:
- [2009] 3 SLR(R) 109
- [2017] 2 SLR 413
- Good Faith in Method of Apportionment
- Outcome: The court held that the collective sales committee acted in good faith in adopting the method of apportionment based on 90% valuation, 5% strata area, and 5% share value.
- Category: Substantive
- Related Cases:
- [2020] 5 SLR 1042
- Admissibility of Objections Not Raised Before Strata Titles Board
- Outcome: The court considered objections not raised before the Strata Titles Board because the facts were unknown at the time of the initial objection, the claimants waived their right to object, and the objection related to a statutory prerequisite.
- Category: Procedural
- Related Cases:
- [2019] SGHC 3
- [2013] 4 SLR 694
8. Remedies Sought
- Order for the sale of Chuan Park in accordance with the Sale and Purchase Agreement
9. Cause of Actions
- Application for Collective Sale Order
10. Practice Areas
- Real Estate Law
- Collective Sales
- Strata Titles Board Disputes
11. Industries
- Real Estate
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| 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 legislative purpose of the Land Titles (Strata) Act and the role of the Strata Titles Board in collective sales. |
| Lim Hun Joo and others v Kok Yin Chong and others | High Court | Yes | [2019] SGHC 3 | Singapore | Cited for the principle that objections re-filed to the High Court must state the same grounds as those filed before the Strata Titles Board, and exceptions to this rule. |
| Ngui Gek Lian Philomene and others v Chan Kiat and others (HSR International Realtors Pte Ltd, intervener) | High Court | Yes | [2013] 4 SLR 694 | Singapore | Cited for the principle that the High Court may consider a ground of objection not raised before the Strata Titles Board if the objector could not have known the facts at that time. |
| Sunny Metal & Engineering Pte Ltd v Ng Khim Ming Eric | Court of Appeal | Yes | [2007] 3 SLR(R) 782 | Singapore | Cited for the principle that documents forming part of the same transaction may be read together for determining their legal effect. |
| Leiman, Ricardo and another v Noble Resources Ltd and another | Court of Appeal | Yes | [2020] 2 SLR 386 | Singapore | Cited for guidance on contractual interpretation. |
| 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 duties of a collective sale committee, including the duty of loyalty, even-handedness, avoiding conflicts of interest, full disclosure, and acting conscientiously. |
| Kok Yin Chong and others v Lim Hun Joo and others | Court of Appeal | Yes | [2019] 2 SLR 46 | Singapore | Cited for the principle that the burden of proof lies on the objectors to show that the transaction was not in good faith. |
| Low Kwang Tong v Karen Teo Mei Ling | Court of Appeal | Yes | [2018] SGCA 86 | Singapore | Cited for the principle that the burden of proof lies on the objectors to show that the transaction was not in good faith. |
| Woo Hon Wai and others v Ramachandran Jayakumar and others | High Court | Yes | [2017] SGHC 17 | Singapore | Cited for the clauses in the collective sale agreement that are materially the same as the clauses in the present case. |
| Yeo Sok Hoon and others v Tan Thiam Chye and another | High Court | Yes | [2020] 5 SLR 1042 | Singapore | Cited to compare premium variances in methods of apportionment, but distinguished based on the specific facts of the case. |
| Deorukhkar Sameer Vinay and others v Quek Chin Kheam | High Court | Yes | [2018] SGHC 171 | Singapore | Cited for the principle that the method of apportionment resulting in the smallest premium variance is the fairest. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Land Titles (Strata) Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Collective Sale
- En Bloc
- Subsidiary Proprietors
- Share Value
- Strata Area
- Method of Apportionment
- Reserve Price
- Sale and Purchase Agreement
- Strata Titles Board
- Good Faith
- Gross Floor Area
- Development Baseline
- Pre-Application Feasibility Study
15.2 Keywords
- Collective Sale
- En Bloc
- Strata Titles
- Chuan Park
- Singapore
- Land Titles (Strata) Act
16. Subjects
- Land
- Development
- Housing
- Strata Titles
- Collective Sales
- Statutory Interpretation
17. Areas of Law
- Land Law
- Development Law
- Housing Development Law
- Strata Titles Law
- Statutory Interpretation