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Transfer of real property (Sale (Contracts for sale or other disposition…
Transfer of real property
Sale
Contracts for sale or other disposition of land or any interest therein
Formalities
Civil Law Act (Cap 43) s 6(d) formal requirement that contract must be evidenced in writing and signed to be enforceable
Purpose: prevention of disputes over oral dealings in land
Electronic contracts
a series of correspondences (emails) which when read together reflects the essential terms produces a concluded contract -- valid contract
emails (electronic means of written communication) are "other mods of representing or reproducing words... in visible form" (s 2 IA) -- CLA s 6(d) satisfied, both justice and common sense
signatures need not be handwritten, typewritten/printed form or presence of sender's name on the email -- CLA s 6(d) satisfied
if there is no (formal) contract, there must be a memorandum of the agreement -- CLA s 6(d) satisfied
if parties do not wish to be bound, "subject to contract" can be added to their email correspondence
(
SM Integrated v Schenker Singapore
)
Grant of an option for sale of property
grant of option gives rise to an
equitable interest
and hence s 6(d) of CLA applies
signature: as long as it is clear from the document(s) emanated from the person(s) "signing" them -- s 6(d) satisfied, ETA also satisfied if applicable
SM Integrated
approved
(
Joseph Mathew v Singh Chiranjeev
(CA), negotiations conducted orally and by email)
Note:
CLA does not render oral contracts void, merely unenforceable
CLA does not make the buyer's interest a legal interest (only an equitable interest), no legal title (registration under LTA necessary), only an enforceable contract
Contracts must hence be (1) valid (e.g. no misrep) (2) enforceable
Transaction to assign
CLA 6(d) applies because it involves a
disposition of an interest in immovable property
immaterial whether it is in personam or in rem (contractual or property rights); contract to deal with land all that is needed to invoke s 6(d)
(
Hu Lee Impex Pte Ltd v Lim Aik Seng
(see part performance))
Non-compliance with formalities
Doctrine of part performance in equity
(why?)
inequitable
in circumstances to deny existence of enforceable contract based on absence of writing -- equity would not allow statute to be used as an instrument of fraud
(who?) acts of
part performance
must be acts of party trying to enforce contract
TEST
:
consider alleged acts of part performance in their surrounding
circumstances
: if they point on a
balance of probabilities
to some contract between the parties and either showed the nature of or were consistent with the oral agreement alleged, then there was sufficient part performance
e.g. payment of 100 pounds (husband's part of the contract) and preparation of deed for the wife to sign
(
Steadman v Steadman
(HL))
Steadman
greatly liberalised the law
payment of money which was already due to the wife under a maintenance order
Connection to land not necessary
:
sufficient as long as there are circumstances indicating contract without any connection to land at all
before this, it was required that the enforcing party must show some unequivocal act relating to the land e.g. physical possession of the land
Payment of money can amount to part performance
payment of the 1% cheque, on the back of which the property was fully identified, into one of the seller's accounts --
act referable to the contract to sell property
, part performance
exact standard required not an issue in this case, no definitive decision
(
Joseph Mathew v Singh Chiranjeev
)
My questions:
should the seller's acts be considered in determining whether there has been part performance (see
Joseph Mathew
where the CA endorsed HC which looked at seller's acts)
must the part performance be related to the property? (cf.
Steadman
and
Joseph Mathew
)
Standard?
exact standard required not an issue in (
Joseph Mathew v Singh Chiranjeev
), no definitive decision
preferable that stricter standard be applied, namely, the acts relied upon as evidence of part performance of a purported oral contract must unequivocally and of themselves point to the contract as alleged (not just any contract)
on one interpretation of Joseph Mathew, it might be construed to have adopted the stricter standard (see [64]).
otherwise, a wide interpretation as laid down in
Steadman
would, inter alia, be tantamount to a judicial abolition of s 6(d), undermine certainty and promote litigation
(
Hu Lee Impex Pte Ltd v Lim Aik Seng
, no part performance on facts)
Effect of contract for sale
Purchaser's interest
Where specific performance available under contract
Equitable owner of land
Factors in deciding whether there is specific performance
equitable ownership of land (beneficial ownership of property passed to purchaser under valid and binding contract
(
Lysaght v Edwards
)(SP available)
rescission of contract of sale (no valid and binding contract)
inconsistent stance on existence of contract based on profit motive
(
Christina Lee v Eunice Lee
)
remedy would cause hardship or prejudice to third party purchaser
damages an adequate remedy to party losing grant of option
(
E C Investment v Ridout Residence
)(SP not available)
if a certain condition is for the exclusive benefit of the purchaser, the purchaser would still have an equitable interest in the land
condition made for benefit of one party may be waived by that party
(
Cheng-Wong Mei Ling Theresa v Oei Hong Leong
)
Vendor a trustee for purchaser
(retaining bare legal title to property)
Risk in property passes to purchaser
Doctrine of conversion
Unpaid vendor's lien
Remedies for breach of contract
specific performance
damages (
EC Investment
)
Supreme Court of Judicature Act (Cap 322), s 18, First Schedule
Trust
By gift
inter vivos
By will upon death
Otherwise via Intestate Succession Act