Goh Teh Lee v Lim Li Pheng Maria and Others

Andrew Ang J:

[1] This was an appeal against the Order of the Strata Titles Board (“the Board”) dated 4 December 2008 in Strata Titles Board No 33 of 2008 (“STB 33/2008”) pursuant to an application under s 84E of the Land Titles (Strata) Act (Cap 158, 1999 Rev Ed) (“the Act”) (as it stood prior to the Land Titles (Strata) (Amendment) Act 2007 (No 46 of 2007) and the Statutes (Miscellaneous Amendments) (No 2) Act 2008 (No 30 of 2008)) in respect of the development known as Nos 134/134A/B/C/D/E/F/G/H/J/K/L and Nos 136/136A/B/C/D/E/F/G/H/J/K/L (known as Koon Seng House) and Nos 124/126/128/130/132/138/140/142/144 Koon Seng Road (“the terrace houses”) comprised in Land Lot No 6329V of Mukim 26 (“the Development”).

[2] The plaintiff, Goh Teh Lee, sought the following orders in these proceedings:

(a) that the order of the Board under s 84E of the Act in respect of the Development on 4 December 2008 in STB 33/2008 be set aside;

(b) that the costs of and incidental to this application and at the Tribunal below be paid by the defendants to the plaintiff; and

(c) such further and/or other relief as the court deems fit.

[3] The Development comprised Koon Seng House, a 4-storey block containing 24 flats, and nine terrace houses on one piece of freehold land that was not subdivided. The flats were not strata subdivided but were comprised in 999,999 year leases with no share in the land. Koon Seng House Residents’ Association (the “Residents’ Association”), whose members were the owners of the 24 flats, provided for the maintenance of the flats and the car parks. The nine terrace houses were owned by the landowner.

[4] To understand how the mixed development came about, it would be best to set out a brief history. The nine terrace houses were already sitting on freehold land comprised in Lot 2139 Mukim 26 (from which the present Lot 6329 is derived from) prior to the 1960s. On 2 December 1960, Lot 2139 was conveyed by Asia Realty Company Ltd to Ng Guan Cheong. Ng Guan Cheong erected a block of 4-storey flats comprising 24 flats on the said lot. Subsequently, Lot 2139 was conveyed to Tai Hong Realty Co Ltd which then applied to subdivide the block of flats into 24 separate units. As the law then stood (prior to the introduction of strata subdivision) that could only be done by creating long leases of each flat, in this case for 999,999 years. Lot 2139 was thereafter conveyed to Tan Tok Phuang “together with the houses erected thereon … subject to the existing leases for 999,999 years granted to the owners of the 24 flats …”. Lot 2139 was later sub-divided into Lots 2147 and 2148 Mukim 26. On 29 August 1968, Lot 2147 Mukim 26 was conveyed by Tan Tok Phuang to Lim Cher Joo, “TOGETHER with the houses erected thereon … Subject to the existing leases for 999,999 years granted to the owners of the 24 flats …”. Eventually Lot 2147 Mukim 26 itself was subdivided into Lots 6328 and 6329 Mukim 26 with Lot 6329 being that upon which the flats and terrace houses stand.

[5] The plaintiff was the co-owner of unit 136D Koon Seng Road (one of the flats) and sole dissenter in the collective sale of the Development. (The plaintiff is currently involved in divorce proceedings with his wife, the other co-owner of unit 136D, who agreed to the collective sale.) The defendants were members of the sale committee and representatives of the proprietors forming the majority in the application for the collective sale of the Development.

[6] The idea of a collective sale was first mooted in the last quarter of 2006 when a real estate agent approached certain owners of the flats to consider the matter. At a meeting (loosely described as an “Extraordinary General Meeting”) held on 18 November 2006, 18 flat owners agreed to proceed with the matter by appointing the second and third defendants to form part of the sale committee. At the first meeting on 23 November 2006 convened by the Residents’ Association to discuss a possible collective sale of the flats together with the terrace houses, the owner of the nine terrace houses and 18 owners of the flats agreed to a collective sale of the property. The first defendant, representing the estate of the landowner Lim Cher Joo (deceased), was therefore appointed to the sale committee. Subsequently, a team headed by Lim Choo Koon from ERA Realty Network was appointed to market the property. There was a second meeting on 29 December 2006 where the marketing agents explained the collective sale procedure. The first collective sale agreement (“CSA”) stipulated an initial reserve price of $21,780,000. The first signature was thereunto appended on 29 December 2006. By 29 January 2007, the owners of 27 out of 33 units (including the nine terrace houses) had signed the agreement.

[7] Subsequently, however, when bids were invited for purchase of the property, there was only one offer for $18,800,000. Realising that the reserve price then was too high, the owners agreed (after discussion) to reduce the reserve price to $19,800,000. To effect this variation in the CSA, a supplemental agreement was signed. The first signature to the supplemental agreement was appended on 24 March 2007. By 7 May 2007, the owners of 27 out of 33 units (including the nine terrace houses) had signed the agreement. Other owners progressively added their signatures so that by 6 September 2007, the owners of 30 out of 33 units had validly signed the supplemental agreement. This included the owners of 21 out of 24 flats.

[8] On 29 May 2007, an option to purchase (“the Option”) for $21,200,000 was granted to KS Development Pte Ltd.

[9] Sometime in September 2007, the majority owners recognised that despite the additional signatures, they were unlikely to obtain unanimous agreement to the CSA and that there might be the need to apply for a collective sale order. On 20 September 2007, there was a third owners’ meeting convened by the sale committee to discuss this issue.

[10] On or about November 2007, the majority owners took steps with a view to applying for a collective sale order. As there were no share values attaching to the flats units, they applied for an allotment of notional share value for each unit with the Singapore Land Authority (“SLA”) pursuant to s 84E(2) of the Act. In such application, they also asked for allocation of a notional share value for each of the terrace houses. Upon valuation and survey of the Development, the proposed share values were approved by the SLA on 7 March 2008. The allocation was seven share values for each flat and six for each terrace house. On 14 March 2008, an application to the Registrar of Titles pursuant to s 84E(2) and approval for notional shares in land under s 84E of the Act was made.

[11] On 16 April 2008, an application to the Board for a collective sale order was lodged. On 24 April 2008, the plaintiff, together with Han Jung Kuang Lawrence and Lee Woei Shyuan (the co-owners of unit 136H) objected to the application. However, on the day of the hearing before the Board, Han Jung Kuang Lawrence and Lee Woei Shyuan withdrew their objections.

[12] The Board made an order for the collective sale of the Development on 4 December 2008. The Board applied to the Minister, under s 92(9) of the Building Maintenance and Strata Management Act 2004 (No 47 of 2004) (“BMSMA”), and obtained an extension of time to issue its grounds. The Board delivered its grounds of decision on 4 February 2009.

[13] Being dissatisfied with the order of the Board, the plaintiff brought this action. On 24 February 2009, the plaintiff and defendants entered into a consent order (Summons No 581 of 2009) that the order of the Board be stayed pending the outcome of this hearing.

[14] The plaintiff’s grounds of objection to the collective sale were as follows:

(a) whether it was possible to determine if the requisite majority had been obtained if notional share values were assigned after the execution of the CSA by the majority owners;

(b) that the method of distribution for the sale proceeds stipulated in the CSA (which was that each unit share equally the sale proceeds) was unfair because it did not take into account the notional share value or floor area of each unit and, pursuant to s 84E(11) of the Act, the single owner of the nine terrace houses was not entitled to the proceeds of the collective sale;

(c) that the application to the Board for a collective sale order was out of time because the application was not made within 12 months from the date the agreement of the owners representing 80% of the notional share values to the first CSA was reached;

(d) that there were numerous instances of serious non-compliance with the mandatory statutory provisions of the Act which could not be waived by the Board; and

(e) that the STB did not have the power to override the order of a Subordinate Court ordering that the plaintiff be prevented from disposing of his assets (including the flat).

[15] During the hearing, I asked for submissions to include consideration of the issue whether the application for a collective sale order in respect of the Development came within the provisions of s 84E of the Act, given that the sale included the nine terrace houses standing on the land.

[16] The courts have taken a purposive approach towards interpreting the statutory provisions of the Act. Section 9A(1) of the Interpretation Act (Cap 1, 2002 Rev Ed) mandates as follows:

[17] The purposive interpretation of statutory provisions was considered in PP v Low Kok Heng [2007] 4 SLR 183 (“Low Kok Heng”). V K Rajah JA, sitting in the High Court, held at [39]:

[18] A few points may be made with respect to the application of s 9A. First, s 9A mandates that a construction promoting legislative purpose be preferred over one that does not promote such purpose or object: see Brady Coleman, “The Effect of Section 9A of the Interpretation Act on Statutory Interpretation in Singapore” [2000] Sing JLS 152 at 154; cited in Low Kok Heng at [41]. Second, s 9A requires that the purpose or object of the statute be taken into account even if the meaning of the words are neither ambiguous nor inconsistent: see Planmarine AG v Maritime and Port Authority of Singapore [1999] 2 SLR 1 at [22]; Low Kok Heng at [43], [45] and [46]. Third, s 9A(2) permits consideration to be given to extrinsic material when confirming or ascertaining that the meaning of the statutory provision is the ordinary meaning conveyed by the text of the provision taking into account its context in the written law and the purpose or object underlying the written law: see Low Kok Heng at [44]. There are, however, limits to purposive interpretation of statutes. Statutory provisions should not be construed in a manner that goes against all possible and reasonable interpretation of the express literal wording of the provision. Courts must be cautious to observe the limitations on their power and to confine themselves to administering the law: see Low Kok Heng at [52].

[19] Section 9A of the Interpretation Act has been applied in the context of collective sales pursuant to the Act: see Ng Swee Lang v Sassoon Samuel Bernard [2008] 1 SLR 522 (“Ng Swee Lang”) and affirmed by the Court of Appeal in Ng Swee Lang v Sassoon Samuel Bernard [2008] 2 SLR 597.

[20] In Kok Chong Weng v Wiener Robert Lorenz (Ankerite Pte Ltd, intervener) [2009] 2 SLR 709, the appellants argued that s 84A of the Act did not apply to privatised HUDC estates because, for the computation of the age of the development, there was a requirement for a temporary occupation permit (“TOP”) or certificate of statutory completion (“CSC”) under s84A(1) which, owing to an exemption from the requirements of the Building Control Act (Cap 29, 1999 Rev Ed), HUDC estates do not have. The Court of Appeal, upholding the decision of Choo Han Teck J held at [25]:

Therefore, despite the literal wording of s 84A seeming to preclude its applicability to privatised HUDC estates, the Court of Appeal took a purposive interpretation of the provision to allow for the collective sale of the HUDC estate in question.

[21] In Mohamed Amin bin Mohamed Taib v Lim Choon Thye [2009] 3 SLR 193, two subsidiary proprietors of a unit in Regent Court objected to the collective sale on the ground that they would incur a financial loss as the proceeds of sale of their unit would be less than the price they had paid for it. In light of that objection, the purchaser furnished an undertaking as well as entered into a supplemental agreement with the sale committee to pay the objectors an additional sum on completion. However, the Board found that the objection had been made out on the basis that s 84A(7) provided that the Board shall not approve of an application for collective sale where any minority owner will suffer a financial loss and dismissed the application. Before Judith Prakash J, the question was whether the phrase “proceeds of sale for his lot” in s 84A(8)(a) referred specifically to the amount that an individual proprietor could expect to receive for his lot on the basis of the sale price mentioned in the sale. The Board’s view was that in order to determine whether any objector would incur a “financial loss” within the meaning of s84A(7), the “proceeds of sale” referred to in s84A(8) meant strictly the proportion of the sale price in the collective sale agreement which was payable to that objector and would not include any additional amount which the purchaser had agreed to pay the objector. The plaintiffs, however, submitted that the approach taken by the Board in construing s 84A(8) undermined the legislative purpose behind the Act. This was because on the Board’s interpretation, any subsidiary proprietor with a paper loss of any amount would be entitled to refuse any offer made to compensate him, and thereby prevent the collective sale from going through. Therefore, the proper and purposive interpretation of “proceeds of sale for his lot” under s 84A(8) would be that this phrase referred to the moneys which subsidiary proprietors would receive for their lot upon the completion of the collective sale. This submission was accepted by Prakash J in [27]:

[22] Therefore, I observe that where necessary to effect the legislature’s purpose behind the statutory provision, the courts are willing to depart from its literal interpretation.

[23] It would be useful at this juncture to set out the purpose of the statutory provisions relating to the collective sale of a development. In Ng Swee Lang ([19] supra), I made the following observations at [49]–[51]:

[24] In the same vein, the Court of Appeal in the same case held (at [5]–[8]):

[25] Although the comments in Ng Swee Lang ([19] supra) were made in relation to s 84A of the Act, they are equally apposite with reference to s 84E. The Minister of State’s speech, in any event, was made with reference to the collective sale regime in general. Therefore, the collective sale scheme is intended to facilitate the sale and rejuvenation of old developments, whilst ensuring adequate safeguards to protect the interests of minority owners. This is also reflected in the wording of ss 84A, 84B, 84C, 84D, 84E, 84F and 84G of the Act, all of which are provisions that would help facilitate the process of effecting a collective sale.

[26] Section 84E of the Act provides as follows:

[27] It is clear that the paradigm case which s 84E caters to is one where the only premises on the land are the flats each of which has been leased for 999 years. In these circumstances, given that the reversionary interest of the landowner is de minimis, it is not unfair to require, as sub-s (11) does, that once the Board makes an order for collective sale of the flats, the landowner is deemed to have transferred his estate and interest in the land to the purchaser without consideration. (Exceptionally, where the landowner retains ownership of one or more of the flats, he is deemed to be the proprietor of those flats and would be entitled to a share of the en bloc sale proceeds as such: see sub-s (14).)

[28] It might be argued, on a strict interpretation, that s 84E does not apply to a mixed development such as the present one, where the terrace houses are part of the freehold land. In such a case, the landowner owns more than a reversionary interest in the land. Section 84E, which contemplates the landowner giving up the land without consideration, therefore would appear inapplicable.

[29] However, to achieve a sale of the flats together with the terrace houses on the land, a two-stage approach could have been adopted. First, the owner of the land could have sold to the developer the land (together with the nine houses thereon) subject to the existing leases. For the developer’s protection the sale would be on condition that the flat owners agreed unanimously to sell, or that an order for collective sale was obtained. Failing unanimity, the flat owners could have applied for notional share values under s 84E(2) and, after having attained the agreement of flat owners holding not less than 80% of the aggregate notional share values, gone on to apply for a collective sale order pursuant to s 84E. However, that was not the approach adopted. Had it been adopted, there would have been no doubt as to s 84E’s applicability.

[30] As noted, the Board nevertheless allowed the application under s 84E. Despite the wide definition of “flat”, it was inappropriate that the terrace houses were assigned notional share values; in my view, the wording of s 84E(2) contemplated assignment of share values only to the leasehold “flats”. The question I faced was whether I ought to overturn the Board’s decision on the basis that the owner of the terrace houses should not have shared in the proceeds of sale nor have been counted amongst the majority agreeing to the sale. After deliberation, I came to the conclusion that I ought to uphold the Board’s decision and thereby give effect to parliamentary intention. In arriving at that conclusion, I took into account the fact that there would be no prejudice either to the flat owners or to the landowner if I allowed the sale to proceed. Firstly, with or without the landowner’s nominal share value, the requisite majority had been attained in any event. Leaving the landowner out, by 6 September 2007 (which was within the time allowed for the supplemental agreement to be executed), all but the owners of two flat units had signed the agreement. Second, as to the sharing of sale proceeds, the landowner would have been able to achieve the same via the two-stage method in any event.

[31] On the other hand, if I overturned the Board’s decision, the parties would have had to go back to the drawing board and start the process of collective sale all over again adopting the two-stage approach as outlined above. Assuming the majority remained resolute, that would result in the same outcome.

[32] I was fortified in my view that the collective sale order should be upheld when I considered the overall purpose of the legislation. From a perusal of ss 84A to 84FA, it was clear that Parliament intended to facilitate collective sale in various conceivable settings.

[33] Although the collective sale scheme was not intended to apply to landed properties as such (per Assoc Prof Ho Peng Kee during the second reading of the Land Titles (Strata) (Amendment) Bill (Bill 28 of 1998)) in the present case, the terrace houses and the flats sit on the same land; the owner of the land (and terrace houses) holds his freehold interest subject to the leases of the flats. In such a case, an en bloc sale of the flats with a view to redevelopment of the land could not proceed without the concurrence of the landowner. As in Chang Mei Wah Selena v Wiener Robert Lorenz [2008] 4 SLR 385, this was an instance where the literal interpretation of the provision would hinder and not achieve the overall object of the statute. In my view, a purposive interpretation was therefore required to facilitate the collective sale of the Development, such interpretation not being prejudicial to the dissentient. I repeat my observation that had the two-stage approach been taken, the same result would have been achieved and the plaintiff would have had no cause for complaint on that score.

[34] Paragraphs 1 and 1A of the Schedule of the Act provide that:

[35] The plaintiff contended that the application to the Board, which was made on 16 April 2008 for a collective sale order, was out of time. In his view, the application had to be made within 12 months after the first owner appended his signature to the first CSA, that is, by 28 December 2007. This view was erroneous for two reasons.

[36] First, where an earlier CSA had failed to achieve its intended purpose, ie, to sell the land to a purchaser, the proprietors of the land could not be precluded from making a new agreement with a lower reserve price. Hence, the supplemental agreement constituted a fresh agreement. Therefore, time for the purpose of para 1A(a) of the Schedule should be reckoned from the date the first signature was appended to the supplemental agreement.

[37] Second, s 84E(3)(b) provides that proprietors holding not less than 80% of the aggregate share value may apply to the Board for a collective sale order. At the earliest, the 12-month period within which application may be made to the Board starts when 80% majority has been reached or first crossed (as the case may be). The plaintiff was therefore wrong to say that time for this purpose started running from the date of the first signature. There are two distinct 12-month periods. As I said, application may be made to the Board as soon as 80% majority has been reached or first crossed. However, this does not mean that the 12-month period within which application must be made to the Board necessarily starts then (see para 1(a) of the Schedule). For example, it could start at a later date when a greater percentage majority is reached so long as the time elapsed from the first signature to the time when such desired majority is reached is also not greater than 12 months (see para 1A of the Schedule).

[38] The first signature to the supplemental agreement was appended on 24 March 2007 and the last was on 6 September 2007 (well within the 12-month period within which a majority of not less than 80% had to be reached). The other 12-month period (ie, that within which application to the Board had to be made) commenced on 6 September 2007. Therefore, the application made on 16 April 2008 was well within time.

Whether it was possible to determine if the requisite majority had been obtained if notional share values were assigned after the execution of the CSA by the majority

[39] The plaintiff contended that it was not possible to determine if the requisite majority by share value had been obtained on the CSA because the notional share values had not been obtained prior to the execution of the CSA by the majority.

[40] I dismissed the plaintiff’s contention. There is no requirement that the notional share value must be obtained before the owners appended their signatures to the collective sale agreement, in this case the supplemental agreement. What matters is that when the application is made to the Board for a collective sale order, it must be shown that the collective sale agreement (in our case the supplemental agreement) had been signed by the requisite majority (such majority being computed by reference to the notional share values).

[41] The plaintiff alleged that pursuant to s 84E(9)(a)(ii) of the Act, the Board erred in approving the collective sale because the transaction was not in good faith due to the unfair method of sharing the share proceeds. In his view, the method of distribution of the sales proceeds stipulated in the CSA (which was that each unit of flats or terrace house took an equal share of the sale proceeds) departed from the established methods of distribution, ie, by share value, strata area, valuation or a combination of all three. The plaintiff (relying on his valuer’s evidence) contended that the valuation method would be the best method of distribution because the terrace houses were built separately from the flat units and were of a much poorer condition, and the owner of the terrace houses did not contribute to the maintenance or upkeep of the common property.

[42] The Board found that, on the facts and upon consideration of the opinion of expert witnesses, the method of distribution agreed to by the majority was “fair” in the circumstances of the case.

[43] In the context of en bloc sales, the concept of fairness is often both an elusive and subjective one. As between different owners, each might argue that his unit deserves a larger share of the sale proceeds by reason of its larger area, greater share value, superior view, better state of repair or commanding height. If they remained intransigent, no en bloc sale could ever be achieved. For this reason, in successful en bloc sales, disparate individualistic ambitions give way to group realism in recognition of the fact that no unit sold piecemeal would fetch as much as in a collective sale. Instead of prescribing “fairness” as such, s 84E(9)(a)(ii) provides that the Board shall not approve an application if the Board is satisfied that the transaction is not in good faith. (This does not mean that fairness has no part to play. A transaction struck down for lack of good faith will inevitably reveal aspects of unfairness whether in the sale price or in the manner that it was arrived at or in the method for sharing of the sale proceeds.) For the purposes of this appeal, the relevant question was whether the Board was in error when it determined that the transaction was fair (and therefore presumably in good faith). In this connection, I refer to my earlier decision in Dynamic Investments Pte Ltd v Lee Chee Kian Silas [2008] 1 SLR 729 (“Dynamic Investments”), where I held at [14]–[15]:

As I explained in [28] to [30] above, the owner of the terrace houses was entitled to payment for sale of the same. Without his agreement to sell his freehold interest (subject to the leases of the flats), en bloc sale of the flats with a view to redevelopment of the land could not proceed: (see [33] above). In any event, comparing the terrace houses’ “footprint” on the land with that of the block of flats, it was incomprehensible how the division of sale proceeds could be assailed. It was significant to note that none of the other flat owners (including those with flats similar in size to the plaintiff’s) objected to the method of distribution.

[44] Bearing that in mind, I found that it was not possible to say that the Board made an error of law or that the Board’s finding was such that “no person acting judicially and properly instructed as to the relevant law could have come to the determination under appeal”: see Edwards v Bairstow [1956] AC 14 at 36; Dynamic Investments at [16]. There was therefore no basis on which the finding of the Board could be impugned.

[45] Paragraph 1 of the Schedule to the Act sets out the requirements that the proprietors must satisfy prior to making an application to the Board.

[46] Before the Board, the plaintiff alleged the following procedural irregularities:

(a) Less than 80% of the units’ owners (or only 20 out of 33 units) had signed the CSA as late as 18 July 2007 in breach of the requirements under s 84E(3)(b) of the Act. In support of this, the plaintiff alleged that:

(i) there were discrepancies in signatures between the two versions of the CSA and between the CSA and SA; and

(ii) the defendants admitted that in the CSA the signatures of unit 136F in the CSA and unit 136A in the supplementary agreement were faulty. Adding to the allegedly suspicious circumstances was the fact that entire supplemental agreement and some of the signatures on the CSA were not witnessed.

(b) The meeting pursuant to para 1(c)(ii) of the Schedule to the Act to consider the collective sale was not held.

(c) The mandatory 8 week notice pursuant to paragraph was not furnished on the dates stated in the Statutory Declaration of the defendants at the time of the application to the Board for a collective sale order. There were discrepancies between the dates of the Notices stated in the application and the dates of the alleged actual Notices.

(d) The valuation report by OPC Valuers Pte Ltd on 14 January 2008 was prepared more than 3 months before the date of the application to the Board on 16 April 2008, in breach of paragraph 1(e)(vi) of the Schedule to the Act.

(e) The CSA contained an illegal clause 22 seeking to post date the commencement date of the CSA to the day when the last owner comprising the 80% majority signs the CSA when the Act specifically provides for the CSA to be dated on the day when the first owner signs the CSA.

At the hearing before this court and in his submissions, the plaintiff raised other procedural irregularities:

(f) The sale committee signed the Option and not a sale and purchase agreement, as required pursuant to s 84E(3)(b) of the Act.

(g) The names in the first schedule of the Option differed from the names on the advertisements pursuant to para 1(d) of the Schedule to the Act (I understood the plaintiff to be saying that there were some errors in the names of the majority owners set out in the first schedule of the Option.

(h) There was a breach of the Option because the deposit should be held by the vendors’ solicitors as stakeholder pursuant to cl 2 of the Option and not to the vendors’ and purchasers’ solicitors as joint stakeholder.

(i) The Minister’s approval of the Board’s application for an extension of time to carry out its work was out of time.

[47] The plaintiff contended that in view of the foregoing, the sales committee never obtained the requisite mandate to sell the estate below its reserve price and that the defendants had therefore no mandate to sell the estate on such terms.

[48] I considered each of the alleged irregularities in turn.

[49] With respect to (a), where procedural irregularities had been acknowledged, the disputed signatures were not necessary to achieve the required 80% majority. In the supplemental agreement (which was the one relied upon for the application to the Board), even discounting unit 136A, by 6 September 2007 the owners of 21 out of 24 flat units had signed the agreement. This was above the 80% majority required. As for the other allegations, the plaintiff failed to substantiate his claims. There was no evidence adduced to show that the signatures were not genuine. Notably, none of the owners named as signatories to the CSA and supplemental agreement had challenged the authenticity of their signatures.

[50] With respect to (b), there was in fact a meeting held on 20 September 2007. At the meeting, the owners were informed of the status of the sale, in particular, that the next step would be to apply to the Board for a collective sale order. In my view, this meeting satisfied the statutory requirement that prior to the application to the Board, a meeting was convened to consider the collective sale. Paragraph 1(c)(ii) of the Schedule (which is the relevant provision) does not require that it be an extraordinary general meeting.

[51] With respect to (c), at the hearing before the Board, Lim Choo Koon stated the following:

The Board did not make any conclusive finding on this. In any case, the Board was satisfied that the plaintiff was kept aware of the developments in the sale agreement.

[52] With respect to (d), under para 1(e)(vi) of the Schedule, the 3-month period should be computed by reference to the date of service of notice of the proposed application to the Board and not the date of the actual application to the Board. In other words, the valuation report should have been made no earlier than three months prior to the date of service of the notice to the flat owners. There was therefore no breach of the procedural requirement.

[53] With respect to (e), this was a point devoid of any significance and nothing hangs upon it. As I already found, the supplemental agreement was validly executed within the permitted time pursuant to para 1A(a) of the Schedule to the Act, and an application to the Board was lodged within the permitted time pursuant to para 1(a) of the Schedule as well.

[54] With respect to (f), this was again a hopeless objection. The Option, upon acceptance, became a sale and purchase agreement and fulfilled the requirements of s 84E(3)(b). The allegation was therefore misguided.

[55] With respect to (g), the minor errors in the names of the majority owners listed in the Schedule to the Option was a matter between the buyer and the sale committee. If at all, this was a point for the purchaser to take up. In any event, in my view, such an error could be easily rectified without vitiating the sale and purchase agreement, as the majority had indeed signed the supplemental agreement.

[56] With respect to (h), cll 2, 15 and 16 of the Option provided that:

The plaintiff’s allegation was mere nit-picking as cll 15 and 16 of the Option provided that the deposit would be held by the vendors’ and the purchaser’s solicitors as joint stakeholders pending completion of the sale and purchase.

[57] With respect to (i), s 92(9) of the BMSMA reads as follows:

The plaintiff’s allegation was misconceived, given that the Board had made a determination on 4 December 2008 when they ordered the collective sale of the Development. That was within the 6-month period allowed.

Whether the Board has the power to override the order of a subordinate court ordering that the plaintiff be prevented from disposing his assets including his flat herein

[58] The plaintiff contended that because his wife had obtained an injunction against him from disposing of assets owned by him, he was prevented from selling his flat. The Board found that this issue was not relevant in an application for a collective sale before the Board.

[59] I agreed with the Board’s decision. The plaintiff’s wife had agreed to the collective sale. Therefore, there was no reason why the plaintiff could not apply to court for a variation of the injunction.