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LEGAL UPDATES |
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Cases |
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Land Law | Contract | Landlord and Tenant
Lim Hun Ching & Anor v Lim Ah Choon [2002] 4 SLR 315 Sale and purchase of property — Meaning of ‘gross floor area’ — Gross floor area stated by vendor higher than gross floor area for property as provided by URA — Whether there was misdescription by vendor regarding gross
floor area of property Cheah Kok Lim (Ang & Partners) for the plaintiffs. The plaintiffs purchased a two-storey semi-detached house (‘the property’) from the defendant. In the option, the defendant had stated ‘estimated gross floor area 397sq m’. Subsequently, it was discovered that the gross
floor area (‘GFA’) as approved by the Urban Redevelopment Authority (‘URA’) was 348.36sq†m. The plaintiffs applied under s 4 of the Conveyancing and Law of Property Act (Cap 61, 1994 Ed) for a declaration that they were
entitled to an abatement in the sale price on account of the defendant’s misdescription in the GFA. The defendant denied that there was any misdescription in the GFA and even if there was such a misdescription, the defendant
relied on cl 10 of the option to absolve him of any liability. Clause 10 stated as follows: ‘The property is believed to be and shall be taken as correctly described and any incorrect statement error or omission shall not
annul the sale or entitle you to be discharged from your purchase nor shall either party claim or be allowed any compensation in respect thereof.’ Held, dismissing the plaintiffs’ application: GFA is used by the URA to control the quantum of built up space that may be permitted in any land. This is done by way of the plot ratio of the land in question which would limit the GFA permissible. However, the meaning of
GFA ascribed to it by URA was a fluid one and changed with time. Counsel for both sides had agreed that the protagonists had no clue as to the URA definition of GFA. It would appear that even the building professionals were
sometimes not very clear about it and the URA had found it necessary to issue clarifications from time to time. At the time the terms of the option were settled, the parties were not talking of the same thing in relation to GFA. The plaintiffs had meant built-up area within the four walls of the property but there was no evidence as
to whether this corresponded to the URA definition of GFA at the time. The defendants on the other hand, had meant the URA definition of GFA prior to 26 April 2001, when URA exempted car porches, garages and some other areas
from the computation of the GFA. As such, there could not have been any misdescription by the defendant of the property in the option. Clause 10 was not qualified at all and covered all misdescriptions. The plaintiffs had elected to complete their purchase of the property although they were fully aware of cl 10, notwithstanding that the defendant had
offered to refund the deposit and treat the option as cancelled. Clause 10 accordingly precluded the plaintiffs from obtaining compensation or damages for any shortfall in the estimated total GFA of the property. Even if the
plaintiffs were entitled to rescind the contract on account of a misdescription, they cannot choose to proceed with the contract without cl 10.
Lemon Grass Pte Ltd v Peranakan Place Complex Pte Ltd [2002] 4 SLR 439 Tenancy agreement — Right of access and right of way — Whether tenancy agreement provided for such rights — Whether there was breach of right or interest Tan Teng Muan and Kwok Mei Yui Deanna (Mallal & Namazie) for the plaintiffs. Until 5 March 2002, the plaintiffs carried on business as a restaurant in the name of Esmirada Mediterranean & Wine Cellar at rented premises in Peranakan Place Complex. At the start of business in 1993, Esmirada occupied
units 01–01/02 (‘the original space’). Subsequently, the plaintiffs came to occupy four areas under one tenancy agreement. The last renewal of this tenancy agreement was in December 1999 for a three-year term, due to expire on
31 December 2002. At the material time, Delifrance operated a café in adjoining premises. During business hours, customers could walk through a rope curtain along the corridor separating Delifrance from Esmirada to access the
ground floor toilets. BreakTalk Pte Ltd took over Delifrance as tenants on 15 September 2001 and required their side of the corridor to be boarded up for operational reasons. The plaintiffs claimed that without the internal access to ground floor toilets, Esmirada suffered losses and was unable to operate a fine dining establishment on the premises. The plaintiffs claimed that in August 1996, a
director and shareholder of the defendants, Mr Ong, on behalf of the defendants represented that the way to the ground floor toilets would be the same as before. This was denied by the defendants. The plaintiffs lodged this
action claiming, inter alia: (1) breach of cl 1(b) of their December 1999 lease; (2) an enforceable collateral contract with the defendants pursuant to which right of access and right of way were granted; (3) a proprietary
interest based on proprietary estoppel; and (4) derogation from grant of the December 1999 lease. The day after conclusion of the trial, the plaintiffs vacated the premises before the end of the tenanted lease. In alternative
to the above claims, they claimed damages and a declaration that they were entitled to rescind the December 1999 lease as the defendants had by their conduct repudiated or breached that lease and/or had derogated from the
grant of the December 1999 lease. The defendants counterclaimed for reimbursement of electrical and water charges consumed by the plaintiffs. Held, dismissing both the claim and the counterclaim: Upon a proper reading of cl 1(b) of the December 1999 lease, the provision simply gave the plaintiffs, and those it authorised, permission to use the toilet facilities located in the common parts of Peranakan Place. The
right granted did not necessarily carry a means of access. Turning to cl 1(a) of the contract, access to the toilets included the external and internal routes. The court found nothing in the December 1999 lease giving the
plaintiffs an unfettered right of access and right of way over adjoining premises occupied by another tenant. Further, there was no basis to imply a term in the December 1999 lease that access would continue for the duration
of that lease. Turning to the adjacent premises rented by Delifrance, the court considered the evidence given in court and rejected the plaintiffs’ contention that a part of the common corridor was not leased to Delifrance. The plaintiffs
and their patrons had been able to traverse the adjacent premises occupied by Delifrance for some five years because of the goodwill or indulgence granted by Delifrance. This only amounted to a gratuitous license to pass along
Delifrance’s premises to and from Esmirada. This gratuitous licence came to an end when Delifrance gave up the premises. The plaintiffs’ alternative claims of a collateral contract and proprietary estoppel turned on a finding of fact as to what exactly was said by parties. The court considered the objective facts, documents and the overall
probabilities and found Mr Ong’s version of events to be consistent with commercial reality and independent testimony. The court found that Mr Ong did not agree to allow internal access to the ground floor toilets. Taking into
account the plaintiff’s pleaded case and evidence before the court, the plaintiff had failed to prove its claims based on the collateral contract and proprietary estoppel and derogation from grant. There was no evidence to support the defendants’ counterclaim.
Lemon Grass Pte Ltd v Peranakan Place Complex Pte Ltd [2002] 4 SLR 439 Tenancy — Right of access to toilet through adjoining leased premises — Whether tenancy agreement provided for such rights — Whether there was breach of right or interest See CONTRACT |