Edmund Motor Pte. Ltd. v Management Corporation Strata Title No. 3564 and another [2026] SGMC 18

Edmund Motor Pte Ltd (the “Claimant”) is the subsidiary proprietor (“SP”) of three units at 1 Bukit Batok Crescent WCEGA Plaza Singapore 658064. Management Corporation Strata Title No. 3564 (the “First Defendant”) is the management corporation (“MCST”) which controls, manages and administers the common property of WCEGA Plaza and Tower located at 1 Bukit Batok Crescent (the “Development”). WCEGA Used Car Association (the “Second Defendant”) is a registered society known as WUCA which includes various used car dealerships based in the Development. The Claimant was a member of WUCA from late 2016 to 29 October 2024.

This was the Claimant’s application for a declaration that the agreement between the First Defendant and Second Defendant conferring the Second Defendant rights to exclusively use and/or lease the basement car park column lots of WCEGA Plaza is invalid (“Prayer 1”) and for the First Defendant to be restrained from preventing the Claimant from parking in those lots (“Prayer 2”). The Claimant also claimed damages amounting to $8,185 (“Prayer 3”) and that the First Defendant be restrained from allowing subsidiary proprietors (“SPs”) to obtain letters of authorisation (“LOAs”) in breach of the 2% proxy rule in paragraph 17(5) of the First Schedule of the Building (Strata Management) Act 2004 (“BMSMA”) (“Prayer 4”).

The Claimant’s case

The Claimant alleged that the MCST has allowed WUCA to exclusively use the basement car park column lots in the Development, which is common property, to the exclusion of non-WUCA members even though the MCST did not receive the requisite approval of the SPs. The Claimant argued that this was in breach of section 33(1)(c) of the BMSMA which requires a 90% resolution to be passed if exclusive use is to be conferred on any group of SPs for a period exceeding 3 years. On the MCST’s admission, the arrangement between the MCST and WUCA allowed WUCA to operate the parking blocks at the basement columns from well before June 2017 and permitted the WUCA to exclude non-WUCA members from parking in those lots.

The Claimant claimed that these lots were only available to WUCA members at $45 per lot, excluding GST, in addition to their ordinary entitlement of plaza season parking, compared to $100 for non-WUCA members who approached the MCST directly for non-column lots in the basement car park . Further, WUCA members who park at these lots were initially entitled to 60 season parking changes per month which was subsequently reduced to 50 times monthly as informed to the Claimant on 19 July 2024 at an in-person meeting , compared to 4 season parking changes a month for non-WUCA members with effect from 1 September 2024 as evidenced in the letter from the managing agent (“MA”) dated 16 July 2024 .

The general body of the MCST resolved at the 15th annual general meeting (“AGM”) on 5 September 2025 by way of a special resolution passed pursuant to section 34(2)(a) of the BMSMA that the MCST be empowered to execute a lease or rent of the basement car park column lots of WCEGA Plaza to WUCA at the prevailing market rent, for a period which exceeds one year but does not exceed 3 years and cannot be extended by exercise of any option of renewal to exceed an aggregate of 3 years, on terms and conditions to be decided by the incoming management council (the “2025 Special Resolution”). 32,451 shares representing 80.81% were cast for and 7,705 shares representing 19.19% were cast against the motion . The Claimant claimed that the 2025 Special Resolution was obtained belatedly and did not operate retrospectively before 5 September 2025.

Further, the Claimant claimed that the MCST has been permitting certain individuals to represent more than 2% of the total units in the Development at AGMs which is in breach of paragraphs 17(5) and 17(6) of the First Schedule of the BMSMA. The Claimant argued that the 2% proxy rule must similarly apply to representatives appointed by LOAs in accordance with the purposive interpretation. If not, the rule would simply be circumvented by issuing LOAs.

The Defendant’s case

The Defendant relied on the case of DNKH Logistics Pte Ltd v Liberty Insurance Pte Ltd [2018] SGHC 187 at [23] to argue that before the court grants declaratory relief, it should be satisfied that (a) the applicant has a real interest in bringing the action; (b) there must be a real controversy between the parties for the court to resolve; and (c) the declaration must relate to a right which is personal to the applicant and which is enforceable against an adverse party to the litigation.

The Defendants argued that that the declaration should not be granted because the Claimant has no real interest in the validity of the arrangement between the First Defendant and the Second Defendant. As the Claimant ceased to be a member of the Second Defendant on 29 October 2024 , whether the arrangement is valid or invalid will not make a difference to the Claimant since it would not be entitled to special privileges under the arrangement. What the Claimant is doing is seeking to invalidate the arrangement akin to a third party to a contract (with no rights thereunder) seeking to invalidate that contract.

Further, the declaration sought by the Claimant did not relate to a right that is personal to it and/or which is enforceable against either the First Defendant or the Second Defendant. Instead, the Claimant seeks an order that the arrangement is not enforceable so that the First Defendant and the Second Defendant have no enforceable rights under the arrangement. In any event, the Defendant argued that the arrangement has since been superseded by the 2025 Special Resolution and is no longer in place. As such, the validity of the arrangement is inconsequential and academic to all parties and there is no real controversy for the court to resolve.

For completeness, the Defendants argued that the arrangement was valid as the First Defendant allowed the Second Defendant to operate and manage the basement car park column parking. The designation and operation or management of carparks is part of the control, management and administration of the common property that the MCST is obliged to undertake and empowered to undertake under section 29(1)(a) read with section 29(2)(b) of the BMSMA. The Defendants argued that the designation of a tiny fraction of the car park lots in the Development at the basement car park for a higher concentration of use is a day-to-day issue that the court need not micromanage. The Defendants argued that the arrangement does not entail exclusive use by the Second Defendant as the Second Defendant only operates or manages the blocks and coordinates the movement of the individual SPs’ vehicles who pay parking charges to the First Defendant. The arrangement is not a lease and there has not been any rental paid by the Second Defendant to the First Defendant.

As for Prayer 2, the Defendants argued that the prayer is moot given the passing of the 2025 Special Resolution. The blocks have been leased to the Second Defendant so the Claimant cannot park there unless the Second Defendant decides to sub-let any part of the blocks to it.

The Defendants argued that Prayer 2 which is allegedly filed pursuant to section 88 of the BMSMA is a non-starter as no breach of any provision has been alleged. It expressly seeks to restrain the MCST from preventing the Claimant from parking in the basement car park column lots, which is not a breach of any provision of the BMSMA.

If the arrangement is declared to have been invalid, there is no need for Prayer 2 because in the absence of the arrangement and the lease under the 2025 Special Resolution, the 58 lots at the blocks would be treated similarly to the thousands of other designated parking lots in the Development where all vehicles holding normal season parking can park at any designated lots. There would be no need to restrain the First Defendant from preventing the Claimant from parking its vehicles at any of the 58 lots at the blocks because the MCST would not do so.

For Prayer 3, the Defendants argued that there was no wrong done by the First Defendant to the Claimant. Damages are not necessary to place the Claimant in a position that it would be in if not for an invalid arrangement, because the position it finds itself in would be exactly the same as if the arrangement was invalid or had never existed.

As for Prayer 4, the Defendant argued that there is no reference to “letters of authority” in the BMSMA. The appointment of a company representative pursuant to paragraph 16 of the First Schedule of the BMSMA is distinct in both form and function from the appointment of a proxy under paragraph 17 of the First Schedule of the BMSMA. The limit on the number of proxies a proxy holder may hold, applies only to proxies, because the limit is only stated to apply to proxies. The assertion that the restriction on the number of proxies a proxy holder may hold “extends to LOAs” is misconceived and based on an erroneous interpretation of the BMSMA. The fact that Parliament made the decision to impose a restriction on proxies only and did not impose any such restriction on the appointment of company representatives shows that it is Parliamentary intent not to impose any restriction on the appointment of company representatives. The 2% proxy rule therefore does not apply to the appointment of company representatives.

The Defendants argued that as the Claimant has made it clear that it was not seeking to invalidate the 2025 Resolution in this application, the alleged irregularities were not relevant. In any event, even taking into account the irregularities alleged by the Claimant’s 3rd Affidavit as regards the wrongful rejection and acceptance of certain letters of authority and proxy forms (in relation to units #08-07, #04-09/10/11/17, #02-19, #02-09, #02-10, #02-16, #03-17 and #03-18), the 2025 Special Resolution would still have been passed in any event.

My decision

Prayer 1

Section 33(1)(c) of the BMSMA requires a management corporation to make a by-law pursuant to a 90% resolution to confer on the SPs of the several lots so specified for a period which exceeds 3 years the exclusive use and enjoyment of or special privileges in respect of the whole or any part of the common property upon conditions specified in the by-law. No such resolution was passed.

The Defendants took the position that there was no exclusive use by WUCA as WUCA only operates or manages the blocks and coordinates the movement of the individual SP’s vehicles who pay parking charges to the MCST. In addition, the MCST takes the position that allowing WUCA to operate or manage the carpark falls within the MCST’s duties and powers under section 29(1)(a) read with section 29(2)(b) of the BMSMA. The designation of a tiny fraction of the car park lots for a higher concentration of use is a day-to-day issue that the court need not micromanage.

In the present case, I find that there is exclusive use or at the very least special privileges granted by the MCST to SPs who are WUCA members in respect of the basement car park column lots, given that the lots were ear-marked for the exclusive use of WUCA members at a special rate. This is indicated by a text message sent by the chairperson of the 14th Management Council and member of the incoming 15th Management Council, Ms Catherine Kweh, on 18 October 2024 at 6:18 p.m. that WUCA basement lots are only open for WUCA members and as well as by the letter from WUCA dated 30 October 2024 stating that the reserved parking area is exclusively for WUCA members and requesting the Claimant to vacate the lot following the termination of its WUCA membership . The Claimant’s evidence in this regard was not disputed by the Defendants. In fact, according to the MCST, any SP or occupier may park there, on application to WUCA and subject to compliance with WUCA’s terms and conditions. By allowing WUCA to impose terms and conditions on the use of those lots which are that SPs are required to be WUCA members before they are allocated those lots, the MCST has essentially allowed a situation where only SPs who are WUCA members have exclusive use and access to those lots and non-WUCA members are excluded. It is irrelevant that the arrangement is not a lease and that the MCST has not been paid any rental by WUCA. While the MCST has the duty and power to operate and manage the car park pursuant to section 29(1)(a) of the BMSMA, the same section requires it to do so for the benefit of all the SPs. The MCST also has the duty to comply with section 33 when exclusive use and enjoyment of or special privileges in respect of common property are accorded to some SPs.

The minutes of the 7th meeting of the 7th Management Council which was held on 5 December 2017 record the following :

However, there is no evidence that any resolution has been passed in relation to such an arrangement until the 2025 Special Resolution which was only passed on 5 September 2025, after this application was taken out on 6 June 2025.

The Defendant argued that the declaration should not be granted because the Claimant has no real interest in the validity of the arrangement. As it has ceased to be a member of WUCA, the declaration would not make a difference to the Claimant as it would not be entitled to the benefits under the arrangement, whether it is valid or invalid. I did not accept the Defendant’s arguments, as it would be adopting too narrow a view on the concept of the interest required in bringing an action. The Claimant is a SP of the Development. Under section 88 of the BMSMA, it is entitled to apply to the court to restrain the breach of any provision of Part 5 within which section 33 falls. If the arrangement is invalid, then the column lots would not be reserved for the exclusive use of certain SPs and would be allocated in a way that is compliant with the BMSMA. The analogy of a third party seeking to invalidate a contract is inappropriate given that the concept of privity of contract is distinct from the concept of interest or locus standi in respect of declaratory relief.

While the Claimant is not a member of WUCA and has no enforceable rights under the arrangement, it nevertheless has a right, as an SP in the Development and under the BMSMA, to have the MCST comply with the BMSMA. It therefore has a right personal to it and which is enforceable against the MCST. Given that the 2025 Special Resolution did not operate retrospectively and could not rectify the arrangement, I did not agree that the validity of the arrangement prior to the 2025 Special Resolution is inconsequential and academic to all parties. This was not a case in which the Court was asked to answer a hypothetical or abstract question in respect of facts which had not occurred or might never happen. A declaration will clarify the dispute between the parties as to whether the arrangement was valid prior to the 2025 Special Resolution and the parties’ consequential rights which follow.

Correspondingly, I found that prior to the 2025 Special Resolution, the agreement between the First Defendant and the Second Defendant conferring the Second Defendant rights to exclusively use and/or lease the basement car park column lots of WCEGA Plaza was contrary to section 33(1)(c) of the BMSMA and invalid and I granted an order-in-terms of Prayer 1.

Prayer 2

Pursuant to the 2025 Special Resolution, the MCST is able to execute a lease of the lots to WUCA at prevailing market rent and on terms and conditions to be determined. While the 2025 Special Resolution stands, the MCST is empowered to execute a lease of the lots to WUCA and prevent the Claimant from parking in the basement car park column lots. It is not clear how preventing the Claimant from parking in such lots is a breach of the BMSMA in the circumstances. Even if the 2025 Special Resolution were to be successfully challenged and set aside, the lots would then be treated similarly to the other lots in the Development. There is no indication that, in the absence of the arrangement and the 2025 Special Resolution, the MCST would still prevent the Claimant from parking its vehicles at those lots and there would be a need to restrain the MCST in doing so. In any event, the Claimant conceded at the start of the hearing that Prayer 2 has been superseded. Correspondingly, Prayer 2 was dismissed.

Prayer 3

Pursuant to section 88 of the BMSMA, if a management corporation commits a breach of any provision of Part 5, or makes default in complying with any requirement of, or duty imposed on it by, any provision of Part 5, a SP is entitled to apply to the court to recover damages for any loss or injury to the SP arising out of the breach of any such provision from the management corporation.

In the present case, the Claimant claimed damages in the sum of $8,185 for the rental of parking lots outside the Development and for towing its vehicles to its other units in Balestier Point. However, it has failed to show that in the absence of the arrangement which was not sanctioned under section 33, it would have been able to find parking lots within the Development and would not have had to incur the expenses. There was a lack of evidence as to how the 58 column lots would have been allocated in the absence of the arrangement and that the Claimant would otherwise have been able to secure such lots for the vehicles which it has had to park outside the Development given that there were a total of 3,652 vehicles which had been assigned the season parking passes. In fact, the fact that the Claimant had to look for parking lots outside the Development upon ceasing to enjoy the benefits under the arrangement suggest that there was difficulty in securing parking lots within the Development in the absence of the arrangement. The expenses arose because the Claimant ceased to be a member of WUCA and ceased to enjoy the privileges associated with WUCA membership that flows from the invalid arrangement. Having sought to declare the arrangement invalid, the Claimant cannot blow hot and cold and claim damages for loss of the benefit associated with the invalid arrangement.

Accordingly, I dismissed Prayer 3.

Prayer 4

Under paragraph 17(5) of the First Schedule to the BMSMA, an appointed proxy can only represent a maximum of (a) 2 lots or (b) 2% of the total number of lots in the development (rounded down to the nearest whole number), whichever is higher. In the event an appointed proxy represents more than the maximum mentioned, the additional instrument of proxy is void.

The Defendants argued that the limit specified in paragraph 17(5) does not apply to LOAs given under paragraph 16. Under paragraph 16, a company which is a SP may under the seal of the company or the hand of its director or any duly authorised attorney appoint any person it thinks fit to act as its representative either at a particular meeting or at all meetings of the management corporation or subsidiary management corporation and a person so authorised is, in accordance with the person’s authority or until the person’s authority is revoked by the company, entitled to exercise the same powers on behalf of the company as the company could exercise if it were an individual.

On the other hand, the Claimant argued that the 2% proxy rule extends to include LOAs by necessary implication.

There are therefore two possible interpretations of the 2% proxy rule i.e. whether it applies or does not apply to persons acting as representatives of corporate SPs appointed under paragraph 16 of the First Schedule to the BMSMA.

Pursuant to section 9A of the Interpretation Act, an interpretation that would promote the purpose or object underlying the written law (whether that purpose or object is expressly stated in the written law or not) is to be preferred to an interpretation that would not promote that purpose or object.

In the Second Reading speech of the Building Maintenance and Strata Management (Amendment) Bill on 11 September 2017, the Second Minister for National Development Desmond Lee, as he then was, mentioned that the 2% proxy rule was to address the issue of “proxy wars” at general meetings where some proxy holders garnered enough undirected proxy votes to dominate proceedings. The example of three council members holding more than 60% of the votes at a general meeting effectively blocking attempts to remove them was raised. As such, the mischief which the rule is aimed at is to avoid the concentration of voting power in the hands of a few individuals.

Paragraph 17(1)(b) refers to a proxy instrument where the person appointing the proxy is a company. The rule in paragraph 17 therefore clearly envisages corporate SPs. A company is unable to act in person and can only act through natural persons. A company may act through its officers, agents or employees, whose acts would be treated as the company’s own pursuant to attribution rules. However, paragraph 16 extends this to allow a corporate SP to appoint any person it thinks fit, not just those whose acts would be attributed to the company, to act as its representative at a particular meeting or at all meetings of the management corporation. In so far as a company appoints a representative pursuant to an LOA, it is similar in form and function and is in substance an instrument appointing a proxy. In this regard, both paragraphs 16 and 17(1)(b) prescribe similar formalities in the appointment of the natural person who is to attend the meeting. The instrument of appointment should be under seal or under the hand of a director or an officer or a duly authorised attorney. A person representing a corporate SP at a meeting of a management corporation pursuant to an LOA is in effect an appointed proxy of the corporate SP. There is no reason why the 2% proxy rule should not apply to such an appointed representative. In this regard, just as a single company which owns multiple units in a development is prevented from the 2% proxy rule from appointing a single representative or proxy to act on its behalf at general meetings, a single individual owning multiple units in a development is prevented by the same rule from appointing single representative or proxy.

Representatives appointed by LOAs under paragraph 16 or instruments of proxy under paragraph 17 exercise the same voting powers at AGMs on behalf of corporate SPs. Any difference is more apparent than real. In accordance with paragraph 17(2), the proxy has to vote in accordance with his instrument of appointment, just as the person appointed under paragraph 16 has to act in accordance with his authority. If the SP does not indicate the voting preference, the proxy may vote at the proxy’s discretion, just as the person appointment under paragraph 16 is entitled to exercise the voting powers on behalf of the company. The risk of voting power being concentrated in a few hands applies equally whether the instrument conferring voting power by the corporate SP is via an LOA or an instrument of proxy.

The interpretation that the First Defendant advocates for suggests that corporate SPs would not be subject to the limitations of the 2% proxy rule simply by labelling its instrument of appointment as an LOA under paragraph 16 as opposed to a proxy form. In other words, they can choose whether to be subject to the 2% proxy rule simply by its choice of appointing instrument. A natural person can therefore shore up his or her voting power by asking corporate SPs to issue LOAs pursuant to paragraph 16 instead of proxy forms. This runs completely contrary to the Parliamentary intent of preventing the concentration of voting power in the hands of a few individuals. By providing for corporate SPs in paragraph 17(1), Parliament clearly envisages the 2% proxy rule to apply to both individual as well as to corporate SPs which are exercising their powers of appointment. Adopting the interpretation advanced by the First Defendant would create a distinction between individual and corporate SPs which Parliament never intended. Subject to the 2% proxy rule, corporate SPs are free to appoint such person as it thinks fit via LOAs.

An interpretation that the 2% proxy rule applies equally to representatives appointed by LOAs under paragraph 16 will better accord with and further the legislative purpose and address the mischief which the rule was aimed at. If the 2% Proxy Rule did not apply to representatives appointed by way of LOAs by corporate SPs, then the rule can easily be circumvented which will defeat the purpose of the rule.

Correspondingly, I am of the view that the 2% Proxy Rule also applies to representatives appointed by way of LOAs by corporate SPs under paragraph 16.

In the present case, the Claimant has provided evidence that several individuals held LOAs which enabled them to represent more than 2% of the total lots or 18 units at the 14th and 15th AGMs. This was contrary to the 2% proxy rule specified in paragraph 17(5) of the First Schedule of the BMSMA which, pursuant to section 27(3) of the BMSMA, applies to and in respect of any meeting of the MCST and voting at that meeting. Pursuant to section 29(1)(h), it is the duty of a management corporation to convene annual general meetings in accordance with the First Schedule.

In the circumstances, the Claimant is entitled to an order to restrain the First Defendant from breaching the 2% proxy rule and from accepting LOAs from corporate SPs which are in breach of the 2% proxy rule. In accordance with paragraph 17(6), in the event that an appointed proxy represents more than 2% of the total number of lots in the development, the additional instrument of proxy held is void. As it is the First Defendant’s duty as a management corporation to convene annual general meetings in accordance with the First Schedule, the First Defendant would have to enforce the 2% proxy rule and invalidate LOAs from SPs that breach the 2% proxy rule. I therefore granted an order-in-terms in respect of Prayer 4.

Costs