Ampas Apartment owners fail in bid to keep $4.75m deposit after buyer calls off en bloc sale
The judge said in a written judgment that the plaintiffs' case failed on both the law and the facts.
The owners of the 43-unit Ampas Apartment will have to refund a $4.75 million deposit that a unit of Oxley Holdings had paid for in an en bloc sale that it later called off.
The High Court on Friday (Nov 5) dismissed a suit brought against Oxley Jasper by 42 of the 43 owners, who contended that they were entitled to keep the deposit.
The remaining owner, who was willing for her share of the deposit to be returned to Oxley, was named as the second defendant.
Ampas Apartment, a freehold property off Balestier Road, was sold to Oxley Jasper in 2018 in a $95 million en bloc sale.
Oxley paid an initial deposit of $4.75 million, but later said it was rescinding the deal because a condition precedent - a condition that must be fulfilled for the contract to be effective - could not be met.
Under the sale and purchase agreement, the deal was subject to Oxley being granted outline planning permission for a new development comprising at least 120 units.
But the Urban Redevelopment Authority (URA) permitted only 112 units, which was the maximum allowable number for the site under its 2012 guidelines.
The collective sale committee insisted that Oxley should nevertheless pay a further deposit of another $4.75 million.
When Oxley declined to do so, the committee said it was forfeiting the initial deposit.
The plaintiffs, represented by Mr Lee Ee Yang, said the committee mistakenly thought that 120 was the maximum permissible number of units.
The plaintiffs wanted the court to rectify the condition precedent clause in the agreement to state 112 units instead of 120 units.
If the agreement was rectified, Oxley's rescission would be invalid, and its initial deposit would have properly been forfeited for its failure to pay the further deposit.
Oxley, represented by Mr Kelvin Poon, contended that the law does not allow the agreement to be rectified for such a unilateral mistake.
The developer also disputed the plaintiffs' claim that the committee had made the mistake in question.
In a written judgment on Friday, Justice Andre Maniam said the plaintiffs' case failed on both the law and the facts.
The judge noted that case authorities did not support rectification in the current circumstances.
He said: "The number 112 is not what the parties had agreed to, nor what the collective sale committee believed the parties had agreed to; there was no actual/perceived agreement or common intention as to the number 112."
The judge also found that plaintiffs have not proved that the committee had made the alleged mistake.
He concluded that the committee members who signed the agreement did not think at the time that 120 units was the maximum permissible number of units.
"They were not thinking about the guidelines at all. Rather, they were simply concerned about whether the 120 units condition precedent was achievable," he said.
The judge said Oxley had validly rescinded and cancelled the agreement.
"In the circumstances, Oxley had no obligation to pay the further deposit; and the plaintiffs had no right to forfeit, or retain, the initial deposit."
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