Lease Agreements for Retail Premises Bill

In this Act —

“adjudicator” means an adjudicator on the panel of adjudicators;

“applicant”, in relation to a complaint of non‑compliance, means the party that files the complaint with an authorised dispute resolution body;

“authorised dispute resolution body” means an authorised dispute resolution body authorised by the Minister under section 10(1);

“Chairperson” means the Chairperson of the Committee appointed under section 3(1);

“Code of Conduct” means the Code of Conduct for Leasing of Retail Premises in Singapore described in section 5(1);

“Committee” means the Fair Tenancy Industry Committee established under section 3;

“complaint of non-compliance” means a complaint of non‑compliance with a leasing principle described in section 9(1);

“declaration of permitted deviation”, in relation to a lease agreement, means a joint declaration by the landlord and tenant of the qualifying lease to which the lease agreement relates, that the landlord and tenant have agreed on a permitted deviation in relation to that lease agreement;

“disclosure”, in relation to any document or information, includes permitting access to the document or information;

“landlord” means the person who grants or proposes to grant the right to occupy any retail premises under a lease;

“law enforcement agency” means any authority or person charged with the duty of investigating offences or charging offenders under any written law;

“lease” includes a licence, a sub-lease and a sub‑licence;

“lease agreement” means the agreement between a landlord and a tenant for a qualifying lease;

“leasing principles” means the leasing principles referred to as such in the Code of Conduct, providing for requirements and best practices for landlords and tenants in relation to qualifying leases;

“mediator” means a mediator on the panel of mediators;

“member” means a member of the Committee;

“panel of adjudicators” means the panel of adjudicators maintained by an authorised dispute resolution body under section 10(2)(b);

“panel of mediators” means the panel of mediators maintained by an authorised dispute resolution body under section 10(2)(a);

“parties”, in relation to a complaint of non‑compliance, means the applicant and the respondent, and “party” means any one of those persons;

“public authority” means —

“qualifying lease” means a lease for retail premises, or an extension or a renewal of such lease, where —

“Regulations” means any regulations made under section 34;

“respondent”, in relation to a complaint of non‑compliance, means the party against whom the complaint is filed with an authorised dispute resolution body;

“retail premises” means any premises in Singapore specified in the Second Schedule;

“secretariat” means the secretariat to the Committee appointed by the Minister under section 4(2);

“tenant” means the person who has the right to occupy any retail premises under a lease.

In this Act, where a leasing principle —

In this Act, where a leasing principle —

In this Act, there is non-compliance with a leasing principle if the leasing principle is one to which section 6(1) applies and any of the following occurs:

Where any lease is extended or renewed (whether or not by virtue of the exercise of an option to renew in the original lease), each extension or renewal is treated for the purposes of this Act as if it were in and of itself a separate lease, and a reference in this Act to the signing of a lease agreement is to the signing of the agreement or option for the extension or renewal of the lease by the person or persons required to sign the same.

The Minister may appoint a Fair Tenancy Industry Committee comprising —

The members must comprise —

Each member may be appointed for a term not exceeding 2 years, and may be re‑appointed.

The Minister may revoke the appointment of any member before the expiry of the member’s term.

A member may resign from the Committee by written notice to the Minister.

Decisions of the Committee are made by the Chairperson after consulting with all other members of the Committee.

The Committee has the following functions:

The Minister may appoint a secretariat to the Committee, to provide the Committee with any assistance that the Committee requires in carrying out its functions, including the keeping of proper accounts for, and records of, the funds for the Committee.

For the purposes of this Act, the Code of Conduct is the Code of Conduct for Leasing of Retail Premises in Singapore (first issued by the Fair Tenancy Pro Tem Committee on 26 March 2021 and subsequently modified by that Committee), as may be modified from time to time under subsection (3), setting out leasing and negotiating principles to ensure fair and balanced bargaining positions between landlords and tenants in the negotiation of qualifying leases.

The Committee must publish the Code of Conduct in any manner that will secure adequate publicity of the Code of Conduct to landlords and tenants of retail premises.

Where the Committee proposes to modify the Code of Conduct, the Committee must —

The Committee must also publish the following information in any manner that will secure its adequate publicity:

To avoid doubt, nothing in this section requires the Code of Conduct or any modification thereto to be published in the Gazette.

The Committee must maintain such versions of the Code of Conduct as are necessary for the purpose of an inspection mentioned in subsection (4)(a), and for the purpose of being accessed or obtained under subsection (4)(b).

The landlord and the tenant of a qualifying lease must ensure that the lease agreement for that qualifying lease complies with the leasing principles in force at the time the lease agreement is signed by the landlord and the tenant.

Where there is a permitted deviation in the lease agreement, the landlord must, if required by the leasing principle in question, submit to the Committee a declaration of permitted deviation for the permitted deviation.

The declaration of permitted deviation must be —

Where the landlord fails to comply with subsection (2) or (3) —

To avoid doubt, a leasing principle must not provide for any matter, including compensation, that is inconsistent with the requirements of any written law or rule of law, and subsection (1) does not apply in relation to a leasing principle that contravenes this subsection.

Part 4 applies in relation to a qualifying lease, despite anything in the lease agreement.

A landlord or a tenant under a qualifying lease may file with an authorised dispute resolution body a complaint that there has been a non‑compliance with a leasing principle in relation to their lease agreement.

The complaint of non-compliance must —

A party that has filed a complaint of non‑compliance must notify the respondent of the complaint of non‑compliance within the period, and in the form and manner, specified by the authorised dispute resolution body in its rules and procedures under section 10(2)(c).

The requirements in subsections (2) and (3) are subject to any provision to the contrary in the Regulations.

The Minister may —

An authorised dispute resolution body must —

Despite the schedule of fees established under subsection (2)(e), the fees payable to the authorised dispute resolution body for mediation and adjudication services provided under or by virtue of this Act are subject to any amounts prescribed by the Regulations.

An individual may be on both the panel of mediators and the panel of adjudicators, but the individual must, in relation to any complaint of non‑compliance, only be appointed to act either as a mediator or as an adjudicator, and not as both.

On receipt of a complaint of non‑compliance, the authorised dispute resolution body must appoint a mediator from its panel of mediators —

A mediator must, in mediating any dispute that is the subject of a complaint of non‑compliance —

If the mediation under section 11 does not result in a settlement agreement between the parties on a dispute, the party that filed the complaint of non‑compliance may apply to the authorised dispute resolution body for an adjudicator from its panel of adjudicators to be appointed to hear and determine the dispute, and the authorised dispute resolution body must so appoint an adjudicator.

The application under subsection (1) must be made within the period prescribed by the Regulations or (if none is prescribed) specified by the authorised dispute resolution body in its rules and procedures under section 10(2)(c).

An adjudicator must, in hearing and determining any dispute that is the subject of a complaint of non‑compliance —

Where there are any proceedings before a court in respect of any matter which is the subject of a complaint of non‑compliance, any party may apply to that court to stay the proceedings so far as the proceedings relate to that matter.

The court hearing the application may make an order, on any terms or conditions that the court thinks fit, staying the proceedings so far as the proceedings relate to that matter.

The court may, in making an order under subsection (2), make any interim or supplementary orders that the court thinks fit for the purpose of preserving the rights of the parties.

For the purposes of this section, a reference to a party includes a reference to any person claiming through or under a party.

To avoid doubt, this section applies whether the proceedings before the court were commenced before the filing of the complaint of non‑compliance or during the course of any mediation or adjudication conducted following the filing of the complaint of non‑compliance.

No liability shall lie against a mediator or an adjudicator with respect to anything done or omitted to be done in good faith in the discharge or purported discharge of the mediator’s or adjudicator’s functions or duties under this Act.

No liability shall lie against an authorised dispute resolution body or any person acting under the direction of an authorised dispute resolution body —

No liability shall lie against an authorised dispute resolution body for anything done or omitted to be done by an individual appointed by the authorised dispute resolution body under this Act as a mediator or an adjudicator, in the discharge or purported discharge of the individual’s functions or duties as such, by reason only of the authorised dispute resolution body having appointed the individual as such.

In this Division —

“adjudication communication”, in relation to an adjudication, means —

“mediation communication”, in relation to a mediation, means —

“third party” —

Nothing in this Division prevents an authorised dispute resolution body from providing the Committee or a public authority with the following information:

Subject to section 18, a person must not disclose any mediation communication to a third party to the mediation.

Without affecting subsection (1), where a complaint of non‑compliance that has been referred to a mediator under section 11 is then referred to an adjudicator under section 12, the mediator must not disclose to the adjudicator any mediation communication or any other thing concerning the mediation or any dispute that is the subject of the complaint of non‑compliance.

Subsection (1) does not apply to any part of a settlement agreement resulting from a mediation that takes effect as a variation of a lease agreement under section 23(2).

Where a mediation communication also becomes an adjudication communication (pursuant to section 18(1) or (2)), this Subdivision ceases to apply to the communication.

Despite section 17(1) but subject to section 17(2), a person may disclose a mediation communication to a third party to the mediation if —

Despite subsection (1), a person may, with the permission of a court or an arbitral tribunal under section 20, disclose a mediation communication to a third party to the mediation —

A court or an arbitral tribunal may, on application by any person, grant permission for a mediation communication to be disclosed under section 18(2) or admitted in evidence under section 19.

For the purposes of subsection (1), the court or arbitral tribunal (as the case may be) must take into account all of the following matters in deciding whether to grant permission:

Where the mediation communication is sought to be disclosed or admitted in evidence in proceedings —

Subject to section 22, a person must not disclose any adjudication communication to a third party to the adjudication.

Subsection (1) does not apply to any part of a settlement agreement entered into in the course of an adjudication that takes effect as a variation of a lease agreement under section 24(2).

The parties must set out their settlement of any dispute resulting from mediation, in a settlement agreement in writing.

Where, by any part of the settlement agreement, the parties have agreed to vary the lease agreement that was the subject of the mediation, that part of the settlement agreement takes effect as a variation of the lease agreement.

Where any part of the lease agreement as varied in accordance with subsection (2) includes any permitted deviation, the landlord must, if required by the leasing principle in question, submit to the Committee a declaration of permitted deviation for the permitted deviation.

The declaration of permitted deviation must —

Where the landlord fails to comply with subsection (3) or (4) —

At any time before an adjudicator determines any dispute, the parties may settle the dispute, and set out their settlement in a settlement agreement in writing.

Where, by any part of the settlement agreement, the parties have agreed to vary the lease agreement that was the subject of the adjudication, that part of the settlement agreement takes effect as a variation of the lease agreement.

Where any part of the lease agreement as varied in accordance with subsection (2) includes any permitted deviation, the landlord must, if required by the leasing principle in question, submit to the Committee a declaration of permitted deviation for the permitted deviation.

The declaration of permitted deviation must —

Where the landlord fails to comply with subsection (3) or (4) —

Subject to section 12(3) and to any rules and procedures established by the authorised dispute resolution body under section 10(2)(c) (being rules and procedures not inconsistent with any requirement under this Act), an adjudicator may —

The parties to a complaint of non‑compliance must comply with any requirement made or direction issued by the adjudicator in accordance with this section.

An adjudicator’s power to determine any dispute that is the subject of a complaint of non‑compliance is not affected by the failure of —

The adjudicator must, in relation to any dispute that is the subject of a complaint of non‑compliance (unless the dispute has been settled under section 24) —

The determination of the adjudicator must be in writing.

The determination of the adjudicator is binding on the parties and on any person claiming through or under them, unless or until —

Any party to a settlement agreement mentioned in section 23 or 24 may, in relation to a dispute in respect of which the settlement agreement was entered into and for which no proceedings have been commenced in a court, with the consent of all the other parties to that settlement agreement, apply to record the settlement agreement as an order of court.

The application must —

Subject to subsection (4), the court may record the settlement agreement as an order of court if the settlement agreement —

The court may refuse to record the settlement agreement as an order of court if —

A settlement agreement that is recorded under this section as an order of court may be enforced in the same manner as a judgment given or an order made by the court.

Any determination of an adjudicator under section 14 or 25(4) (called in this section the adjudication determination) may, with the permission of the court within whose jurisdiction the subject matter of the dispute that is the subject of a complaint of non‑compliance to which the determination relates would fall, be enforced in the same manner as a judgment or an order of the court to the same effect.

Where permission of the court is so granted, judgment may be entered in the terms of the adjudication determination.

An application for permission to enforce an adjudication determination filed in court under this section must be accompanied by an affidavit by the applicant stating that the adjudication determination has not been complied with, or (as the case may be) stating the part of the adjudication determination that has not been complied with.

A party to an adjudication may commence proceedings in the General Division of the High Court to set aside the adjudication determination or a judgment obtained pursuant to this section, but that party must pay into court as security the unpaid portion of the amount that that party is required to pay under the adjudication determination (if any), in any manner that the General Division of the High Court directs or as provided in the Rules of Court, pending the final determination of those proceedings.

The grounds on which a party to an adjudication may commence proceedings under subsection (4) include, but are not limited to, the following:

A party that was a respondent in the adjudication may not commence proceedings under subsection (4) on any ground that the party did not raise as a response to the dispute under the adjudication, unless —

Without affecting its powers under any other written law or rule of law, the General Division of the High Court may, in any proceedings under subsection (4) —

Where the court makes an order of remission under subsection (7)(b) —

Nothing in this Act prevents any party from challenging the party’s lease agreement (including as varied pursuant to this Act) as to whether or not the lease agreement complies with this Act, or any determination under section 25(4), in any proceeding before a court or an arbitral tribunal or in any other dispute resolution proceeding.

To avoid doubt, nothing in this Act prevents an appeal from a decision of the court under section 26 or 27, in accordance with the Supreme Court of Judicature Act 1969.

This Act binds the Government.

Despite subsection (1), the Government is not required to comply with any obligation under this Act that is inconsistent with any obligation of the Government under any other written law.

The Rules Committee constituted under section 80(3) of the Supreme Court of Judicature Act 1969 may make Rules of Court regulating the practice and procedure of the Court of Appeal, the Appellate and General Divisions of the High Court and the State Courts in respect of any matter under this Act.

Without affecting subsection (1), the Rules of Court made under that subsection may make provision for the time during which applications under sections 26 and 27 may be made, and for any other information that may be required in the affidavits accompanying the applications.

All Rules of Court made under this section must be presented to Parliament as soon as possible after publication in the Gazette.

The Minister may make regulations as may be necessary or convenient to be prescribed for carrying out or giving effect to this Act.

Without affecting subsection (1), the regulations may make provision in respect of —

The power conferred by subsection (1) does not extend to any matter for which Rules of Court mentioned in section 33 may be made.

Despite the definition of “qualifying lease” in section 2(1) read with section 2(5), this Act does not apply to an extension or a renewal of a lease (whether or not the extension or renewal is by virtue of the exercise of an option to extend or renew in the original lease) if —

For a period of 2 years after the date of commencement of any provision of this Act, the Minister may, by regulations, prescribe such provisions of a saving or transitional nature consequent on the enactment of that provision as the Minister may consider necessary or expedient.

Any regulation under subsection (2) may be made to operate retrospectively to any date, not being a date earlier than the commencement of the provision of this Act in relation to which the regulation is made.