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Lecture 5 Uncompleted Properties

Objectives
- Describe what is an uncompleted property
- Describe the process of a purchase of an uncompleted property
- List the documents involved
- Explain the Principal Clauses in the prescribed form of Sale and Purchase Agreement

What is an uncompleted property?


• Property under construction – part of a larger parent lot.
• Separate title not issued yet
o Contract for sale establishes ownership of property or proof of ownership.
• Typically, developer owns land and sells “off the plan” units to be built on the land.
• The property does not have a unique lot number yet
o Although the parent lot does have a lot number, the property is referred to as part of the
parent lot and identified by way of a plan showing the outline of the property.
o Vendor, usually a developer, subdivides the parent lot and obtains separate titles for each of the
subdivided lots (of which the property is one)
o Vendor transfers title to purchaser on completion.
• May be residential or commercial

Residential Properties
• Where the developer wants to sell 5 or more of such units, the sale would come under the Housing
Developers (Control and Licensing) Act (Cap 130) – Developer must be licensed.
• HD (C & L) A – s4(1) and 4(2)

Housing development to be carried out only by licensed housing developer.


4. —(1) No housing development shall be carried out or undertaken in Singapore except by a housing developer
who or which is in possession of a licence in writing from the Controller authorising it to do so.
(2) A housing developer that desires to carry out or undertake housing development in Singapore may apply to
the Controller in the prescribed form for a licence and shall supply —
(a) if a company, a copy of the memorandum of association and articles of association or other instrument under
which the company is incorporated;
(b) if a group of persons or a partnership, a copy of any agreement between those persons or the partnership
agreement, as the case may be;
(c) if a society, the rules or by-laws of the society;
(d) if a limited liability partnership, a copy of its limited liability partnership agreement or, in the absence of such
agreement in writing, any other document which sets out the mutual rights and duties of the partners of the
limited liability partnership;
(e) a copy of the latest balance-sheet of the partnership, society, company or limited liability partnership or, in the
case of a person or group of persons, the balance-sheet, if any, relating to any housing development undertaken
by the person or group of persons; and
(f) such other information as may be required by the Controller.

S2 HD (C & L) A:
"housing development" means the business of —
(a) developing;
(b) providing the money for developing or for the purchase of,
more than 4 units of housing accommodation; or
(c) developing and providing the money for the purchase of more than 4 units of housing accommodation
resulting from such development;
"housing developer" means any —
(a) person;
(b) group of persons, whether in partnership or otherwise;
(c) society, whether a co-operative society or otherwise;
(d) company ; or
(e) limited liability partnership,
who or which engages in or undertakes housing development, but does not include any —
(i)bank which is in possession of a valid licence granted by the Monetary Authority of Singapore under the
Banking Act;
(ii)insurance company registered under section 7 of the Insurance Act,
so long as such bank or insurance company only lends or provides money for housing development;

• Implication is that the Developer must develop in accordance with the Act and use contracts/options
prescribed by the Act

• S79 Legal Profession Act: Solicitor acting for Housing Developer shall not act for any purchaser in the
development unless Certificate of Statutory Completion has been issued by the relevant authorities.
• $ collected in various stages
• At TOP stage, P give possession, they can move in to stay
• After TOP, CSC issued. This is a permanent certificate that allows the P to stay there, and renovate the
property without D’s consent.

Duties of a licensed housing developer


- Licensed housing developer must:

1. Maintain a project account – S 9 HDA

Licensed housing developer to open and maintain Project Account.


9. —(1) Subject to subsection (10), every licensed housing developer shall open and keep an account (referred to
in this Act as a Project Account) with a bank or finance company for each building project undertaken by the
licensed housing developer.
(2) Where a building project has been approved by the competent authority under the Planning Act to be
developed in phases, the Controller may, on the application of the licensed housing developer, allow the licensed
housing developer to open and keep a Project Account under subsection (1) for each phase of such building
project.
(3) The licensed housing developer shall pay into the Project Account of a building project the purchase moneys
received by the licensed housing developer from the sale of the units in the building project and which are
required by rules made under this Act to be paid into the Project Account.
(4) The licensed housing developer shall not withdraw any money from the Project Account except as authorised
by rules made under this Act.
(5) Subject to subsection (6) (b), all moneys in the Project Account shall, notwithstanding any other written law
to the contrary, be deemed not to form part of the property of the licensed housing developer in the event —
(a) the licensed housing developer enters into any composition or arrangement with his creditors or has a
receiving order or adjudication order made against him; or
(b) the licensed housing developer, being a company, goes into voluntary or compulsory liquidation.
(6) Upon the happening of any of the events referred to in subsection (5) —
(a) the moneys in the Project Account shall vest in the official receiver, trustee in bankruptcy or liquidator, as the
case may be, to be applied for all or any of the purposes for which moneys in the Project Account are authorised
by rules made under this Act to be withdrawn; and
(b) any money remaining in the Project Account, after all payments have been made pursuant to paragraph (a)
and all liabilities and obligations of the licensed housing developer under the sale and purchase agreements in
respect of the building project have been fully discharged and fulfilled, shall be held by the official receiver,
trustee in bankruptcy or liquidator, as the case may be, as money belonging to the licensed housing developer to
be applied in accordance with the law relating to bankruptcy or the winding up of companies.
(7) The Minister may, if he thinks necessary, appoint the Auditor-General or an approved company auditor under
the Companies Act to investigate the books, accounts and transactions of a Project Account.
(8) The licensed housing developer shall pay the Minister all the expenses of and incidental to the investigation
referred to in subsection (7).
(9) Any account opened by a licensed housing developer at a bank or finance company for the purpose of
depositing purchase moneys received from purchasers in respect of a building project prior to 4th January 1985
shall be deemed to be a Project Account which has been opened pursuant to this section.
(10) This section shall not apply to any building project carried on by —
(a) a licensed housing developer where all the units in the building project will not be offered for sale and
purchase before the completion of the building project;
(b) a licensed housing developer under any building agreement with the Urban Redevelopment Authority
established under the Urban Redevelopment Authority Act; or
(c) a licensed housing developer who has furnished to the Controller a banker's guarantee of an amount
equivalent to not less than 140% of the total cost of construction of the building project as certified by the
architect in charge of the building project.
(11) Any licensed housing developer that contravenes or fails to comply with subsection (1) or (4) shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding one year or to both.
(12) For the purpose of this section —
"building project" means a housing development comprising units to be used for residential purposes or both
residential and commercial purposes and includes, for the purposes of subsections (3) to (11), any phase of such
housing development where such housing development has been approved by the competent authority under the
Planning
"unit" means a horizontal stratum of any building or part thereof, whether such stratum is on one or more levels,
and is intended for use in accordance with the provisions of any written law as a complete and separate unit for
residential or commercial purpose.

2. Furnish the Controller of Housing with audited balance sheet and profit and loss statements every year – S
10 HDA

Audited balance-sheet and profit and loss account.


10. —(1) Every licensed housing developer shall within 3 months of the close of its financial year —
(a) forward to the Controller; and
(b) publish in the Gazette ,
a copy of the last audited balance-sheet and profit and loss account:
Provided that the Controller may, in his discretion, extend the time for compliance with this subsection, but such
an extension shall not in any case exceed 3 months.
(2) Any licensed housing developer that fails to comply with any of the provisions of subsection (1) shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.

3. Use prescribed forms of contract under the Housing Developers Rules - FOR SOLICITORS TO CHECK!

4. Rule 9 & 10 HDR, Housing Developer to maintain register of particulars of persons who have obtained
options and Option shall be in prescribed format

Register
9. —(1) Every housing developer shall maintain a register as shown in Form A in the Schedule showing the
particulars of the persons who have obtained options for the purchase of the units in a housing project.
(2) The Controller or any of his officers may require any housing developer to produce for his inspection the
register maintained by the developer under paragraph (1).
Option
10. —(1) A housing developer shall give to an intending purchaser of a unit in a housing project an option for the
purchase which shall be in Form B in the Schedule.
(2) The option granted by the housing developer shall not be assignable or transferable.
(3) No amendment, deletion or alteration to the option referred to in paragraph (1) shall be made except with the
approval in writing of the Controller.
(4) Where the number of parking spaces to be provided in a housing project is less than the number of units in
the housing project, the housing developer shall, before accepting a booking fee from an intending purchaser for
an option to purchase a unit in that housing project —
(a) notify the intending purchaser that information on the number of parking spaces and units in that housing
project is available for his inspection at a specified place and during specified hours free of charge; and
(b) make available such information for inspection at the specified place and during the specified hours if so
requested by that intending purchaser.
(5) Where a unit in a housing project is intended to comprise a lot in a strata title plan, the housing developer
shall, before accepting a booking fee from an intending purchaser for an option to purchase that unit —
(a) notify the intending purchaser that the following documents are available for his inspection at a specified
place and during specified hours free of charge:
(i) a copy of the schedule of strata units or amended schedule of strata units for that housing project as filed with
and accepted by the Commissioner of Buildings;
(ii) where any common property of the housing project is designated as limited common property, a plan or
description of the limited common property and the units in the housing project the purchasers of which will be
entitled to the exclusive benefit of the limited common property; and
(b) make available such documents for inspection at the specified place and during the specified hours if so
requested by that intending purchaser.

5. Rule 12 HDR: Sale and Purchase Agreement shall be in prescribed format.

Sale and purchase agreement


12. —(1) An agreement made between a housing developer and a purchaser for the sale and purchase of a unit in
a housing project which is not intended to comprise a lot in a strata title plan shall be in Form D in the Schedule.
(2) An agreement for the sale of a unit in a housing project which is intended to comprise a lot in a strata title
plan shall be in Form E in the Schedule.
(3) No amendment, deletion or alteration shall be made to the agreement referred to in paragraph (1) or (2)
without the prior approval in writing of the Controller.
(4) Any amendment, deletion or alteration to the agreement referred to in paragraph (1) or (2) made without the
prior approval in writing of the Controller shall be null and void.
(5) The Singapore Academy of Law established under the Singapore Academy of Law Act (Cap. 294A) shall act
as stakeholder under the agreements referred to in paragraphs (1) and (2).

6. Seek approval for any amendments to the prescribed forms. Any deviation from terms shall be null and
void unless approved in writing by the Controller of Housing
o Rule 10 & 12 – see above
o See also Rule 15

Developer not to seek waiver from purchaser without consent of Controller


15. —(1) A housing developer shall not, without the prior consent in writing of the Controller, seek from a
purchaser of a unit in a housing project —
(a) any waiver of the purchaser’s rights under an agreement for the sale and purchase of the unit; or
(b) any release from the performance of the housing developer’s duties and obligations under the agreement for
the sale and purchase of the unit.
(2) Any undertaking given by a purchaser of a unit in a housing project to a housing developer which seeks to
waive the purchaser’s rights or claims against the housing developer for a breach of, or to release a housing
developer from the performance of, the housing developer’s duties and obligations under an agreement for the
sale and purchase of the unit shall be unenforceable unless the prior consent in writing of the Controller has been
obtained.

Contravention of HDA

(a) Fine And/or Imprisonment


• s9(11) HDA (failure by Housing Developer to open and maintain Project Account shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding one year or to both)
• s10(2) HDA (failure by Housing Developer to forward to Controller or to publish in Gazette a copy of the
last audited balance-sheet and profit and loss account shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000.

(b) Question: Does it invalidate the Agreement?

Sale and purchase agreement


12. —(1) An agreement made between a housing developer and a purchaser for the sale and purchase of a unit in
a housing project which is not intended to comprise a lot in a strata title plan shall be in Form D in the Schedule.
(2) An agreement for the sale of a unit in a housing project which is intended to comprise a lot in a strata title
plan shall be in Form E in the Schedule.
(3) No amendment, deletion or alteration shall be made to the agreement referred to in paragraph (1) or (2)
without the prior approval in writing of the Controller.
(4) Any amendment, deletion or alteration to the agreement referred to in paragraph (1) or (2) made without the
prior approval in writing of the Controller shall be null and void.
(5) The Singapore Academy of Law established under the Singapore Academy of Law Act (Cap. 294A) shall act
as stakeholder under the agreements referred to in paragraphs (1) and (2).

HDR Rule 12(4): Any amendment, deletion or alteration to the S & P agreement made without the prior
approval in writing of the Controller shall be null and void.
o Does this mean void ab initio or voidable at P’s option? Cases suggest that clause does not deem the contract
void ab initio. Depends on the degree of deviation and whether the deviation is in P’s favour or not.
o Act was directed at controlling business of housing developers and not aimed at purchaser.
o Liability to penalty was the only consequence directed at housing developers in breach and not purchasers
who had transacted with developer upon basis of forms which did not comply with Rules
o Statute does not prohibit contract to make it illegal/void

Foo Kee Boo v Ho Lee Investments (Pte) Ltd (1988) 3 MLJ 128/ Foo Kee Boo v Ho Lee investments Pte Ltd
(1988) SLR 620

- Pf obtained from Dft housing developer option to purchase house in Dft’s development
- Option was in Form D of the Schedule and consideration was to be paid as booking fee (equivalent to
10% of purchase price)
- In compliance with terms of option, Dft’s solicitors wrote to Pf enclosing agreement for sale and asking
Pf to return agreement duly signed by Pf with cheque for another 10% of purchase price
- 2 days before option due to expire, Pf’s solicitors telexed Dft’s solicitors for extension to sign and return
agreement
- Dft’s solicitors replied 3 days after option had expired, agreeing to extension
- Agreement signed and Pf sent post-dated cheque for 2nd 10% payment as agreed by parties (sum 2)
- Later, Pf wrote stating intention not to proceed with purchase, asking for return of booking fee and post-
dated cheque (sum 2).
- Dft’s solicitors claimed that booking fee would be forfeited as there had come into existence a binding
agreement by which Dfts were entitled not only to forfeit booking fee but also sum represented by post-
dated cheque (sum 2)
- Pf claimed that Dft had, without Controller of Housing’s approval, amended option by 1st purporting to
extend it and 2nd by agreeing to accept payment of instalment (sum 2) by post-dated cheque – hence the
agreement was invalid and no binding agreement existed.

Held:
- P’s claim dismissed
- Dft had, in law, granted fresh option by notifying Pf that option had been extended, which Pf had
exercised within time
- Upon signing and returning agreement with post-dated cheque, there came into existence an
enforceable contract

- Although new option fell foul of prescribed form and was a breach of the Rules, liability to
penalty/imprisonment was only consequence intended by HD (C&L) Act and the rules to follow
from a breach of the rules
- Act was directed at controlling business of housing developers and not aimed at Ps, hence criminal
sanctions not designed to be imposed against P who had transacted with developer upon basis of
forms which did not comply with those found in Schedule to Rules
- Statute merely places prohibition upon an individual (developer) from entering into contract
without authority, and/or imposes a penalty upon him if he does so (unilateral prohibition) but it
does not prohibit contract to make it illegal/void if it was made with party who is innocent of
offence which is created by statute
- Hence new option was capable of acceptance and had been validly accepted
 Possibility that enforceable contract between parties exist even though they did not sign prescribed form of
contract

Mary Ann Arichello v Tanglin Studio (1981) 2 MLJ 60


- P paid booking fee to housing developer’s solicitors
- Price of property was fixed in letter addressed to P from developers
- Later developers wrote saying that they decided not to sell
- P sought SP

Held:
- HD (C&L) Act merely prescribed method of performance by housing developer for protection of class
of persons i.e. Ps, as far as possible from risk of exploitation
- Penalty for breach of any conditions is provided for in Act, the sections fully and comprehensively
providing consequences in event of a breach
- BUT Act did not in any way prohibit making of contract for sale and purchase
- Contract was not illegal and was enforceable

Daiman Development v Mathew Lim (1981) 1 MLJ 56 (PC)


- Respondent (P) paid booking fee and signed booking pro forma in which purchase price was agreed
- P also agreed that on receiving notice he would sign agreement for sale
- Housing developers subsequently increased price
- P disagreed to increment and applied for specific performance
- Developers argued that pro forma was ‘subject to contract’ in that until further document was mutually
agreed and signed, no contractual obligation arose in pro forma itself

Held:
- Based on true construction of pro forma, it did not make obligation to purchase/sign conditional on making
of some other agreement as to terms and conditions to be inserted in contract of sale
- Rules impose no penalties on P who enters into contract which does not conform with requirements of
rules, and does not exclude possibility of contract of sale containing terms and conditions other than
such as are designed to effectuate

cf:
 Clear violation of letter and spirit of Rules since aim was to defeat objects of statute
 Not acceptable

M.K. Retnam Holdings Sdn Bhd v Bhagat Singh (1985) 2 MLJ 212
- Rspdt had entered into agreement with Aplt housing developer for purchase of house to be completed by
certain date
- House was not completed by that date
- 2nd agreement was entered which provided that house should be completed by a new date, with purchase
price being increased
- House was not completed by new date either
- Rspdt sued Aplt for specific performance and an order for statutory indemnity awarded under HDR

Held:
- 2nd agreement clearly in violation of letter and spirit of Rules, since its admitted aim was to defeat
objects of statute and therefore should not be allowed
- The primary objective of that legislation is to protect the weak. P here in position of extreme
desperation as he had been renting premises and there had been such a long delay from the due date of
delivery of vacant possession under the original agreement.
- No attempts made to get approval from Controller of Housing to extend time. Hence agreement void.
- Under Rules, indemnity should be calculated at rate of not less than 8%/annum on full agreed purchase
price.
- Interest should not be read to be paid on a daily rest basis, ‘day to day’ in R12(1)(r) means amount of
indemnity shall be calculated commencing from due date of delivery of vacant possession as specified in
agreement up to last day immediately before actual date of delivery of vacant possession
Unlicensed developer

• Does not mean that he cannot develop, just means that developing 4 units and fewer
• Not necessarily less competent
• Need not comply with HDA – free to impose whatever terms he wishes on the purchaser
• Possible problems with financing – Eg. CPF board has a rule that if you buy a property from an unlicensed
developer, you can only use CPF money when the roof is completed; CPF board and bank fussy, don’t want
to be left in lurch.
o HDA – anyone who wants to sub sell easy, developers no choice, must allow purchasers to sell.
But with unlicensed developers, not bound by such rules, don’t need to agree. Will not issue
anything. Property becomes less marketable!
• Property less marketable
• Unlicensed developer may not agree to subsale or mortgagee’s sale or may impose onerous terms
o Eg. A licensed developer can only charge a maximum of $200 admin fee, but an unlicensed
developer can charge as much as he wants – lawyer must hold developer to terms of the contract.
• Problems:
o Terms of contract not standard
o Uncertainties

Commercial Properties
• Unlike residential properties, there is no licence for developers of commercial properties
• S3(1) Sale of Commercial Properties Act (Cap 281) – developer must obtain approval from Building
Authority for building plans before selling

Prohibition on sale of any commercial property without building approval.


3. —(1) No person shall sell any commercial property unless the plans for the construction or erection of the
commercial property have been approved by the Building Authority.
(2) For the purposes of this section, a person is said to sell a commercial property if —
(a) by an agreement in writing, he agrees to divest his estate or interest in the commercial property to another
person for valuable consideration; or
(b) by any deed or instrument, he conveys, assigns, demises or otherwise disposes of the commercial property in
such a manner so that it becomes capable of being registered under the Registration of Deeds Act, Land Titles
Act or the Land Titles (Strata) Act.
(3) A lease or an agreement for a lease for a term of years not exceeding 7 years without the option of renewal or
purchase shall not be deemed to be a sale for the purposes of this section.

• No need for licence


• If development comprises more than 4 units, ie 5 or more units, developer must use prescribed forms of
contract found in the Sale of Commercial Properties Rules

Process of purchase
-> Once you know one type of transaction, can apply to other type as well

HDA/ Sale of commercial Properties Act – here looking at residential properties

Form of contract
• Combination of Option to Purchase (in Form B as per rule 10(1) of Housing Developers Rules) AND Sale
and Purchase Agreement in the case of licensed developers in Form D/E
• Know all terms and clauses in them!!!! WILL be asked specific qns on what can and canot be done –
they are std clauses under these forms!!!

OPTION
Option
10. —(1) A housing developer shall give to an intending purchaser of a unit in a housing project an option for the
purchase which shall be in Form B in the Schedule.
(2) The option granted by the housing developer shall not be assignable or transferable.
(3) No amendment, deletion or alteration to the option referred to in paragraph (1) shall be made except with the
approval in writing of the Controller.

• Note: For completed properties, sale is either by way of an Option to Purchase, SP Agreement, OR
auction.

• Option is granted in consideration of an Option Fee.


• Within 2 weeks from the grant of the option, the developer will send copies of title deeds and the unsigned
Sale and Purchase Agreement to the P or his solicitors.
• S & P agreement is to be in Form D if it is not intended to comprise a lot in a strata title plan, as per
rule 12(1) HDR and Form E if it is intended to comprise a lot in a strata title plan as per rule 12(2)
HDR.

Sale and purchase agreement


12. —(1) An agreement made between a housing developer and a purchaser for the sale and purchase of a unit in
a housing project which is not intended to comprise a lot in a strata title plan shall be in Form D in the Schedule.
(2) An agreement for the sale of a unit in a housing project which is intended to comprise a lot in a strata title
plan shall be in Form E in the Schedule.
(3) No amendment, deletion or alteration shall be made to the agreement referred to in paragraph (1) or (2)
without the prior approval in writing of the Controller.
(4) Any amendment, deletion or alteration to the agreement referred to in paragraph (1) or (2) made without the
prior approval in writing of the Controller shall be null and void.

o At the point where P takes option, no sign of S & P Agreement yet, but since the terms are
prescribed under the HD Rules, P will have a very good idea of what these terms are.
o But note that at this point, there is as yet no agreement.

• Within 3 weeks (Clause 3 of Form B) of receiving the copies of title deeds and the Agreement, under clause
4.1 of form B, P must exercise the Option by:
o Signing and returning both copies of the draft S & P Agreement; and
o Pay 20% of the purchase price as a deposit to the developer (less the booking fee) unless the
developer has agreed to defer collecting the deposit.
o Thereafter as per clause 4.2 of form B, V will within 14 days after receiving the signed S & P
Agreements, countersign the agreements and return one signed copy of the agreement to the P.

• Under clause 5 of Form B, If P decides not to exercise the option, before it expires (in 3 weeks), the V will
return 75% of the booking fee and upon the refund, the P will return the title deeds to the property together
with the S & P Agreements delivered to him earlier (very pro consumer)
o Compare this with completed property – if the option fee is not exercised, the whole option fee is
forfeited.

• Note that for completed property, the deposit is usually 10% when option is exercised (but other sums can be
agreed on). For uncompleted property, option fee (or booking fee) is usually 5% (but other sums can be
agreed on within the 5-10% range as per rule 8 of the HDR), and when the option is exercised, remaining
15% is given to the developers (to make up the 20% prescribed under the Act)

• If the option is exercised, it means a binding contract of sale between the developer and the purchaser comes
into being – P should then lodge caveat.
o Note that option is NOT transferable or assignable under rule 10(2) HDR. This is done to prevent
speculation.
o No deviation from terms means that there can be no amendment/ addition/ subtraction from the
terms, as per rule 10(3) HDR.
SALE AND PURCHASE AGREEMENT

• Payment Schedule (Clause 5 of Form D & E of HDR)


o Payment made against architect’s certification of work done. Various stages from foundation until
title is issued. Issue of TOP, issue of CSC and issue of separate title are important stages.

5. Payment Schedule
5.1 The Purchase Price must be paid by the Purchaser to the Vendor in instalments according to the Payment
Schedule below, subject to the variations in clauses 5.3, 5.4 and 5.15.
Payment Schedule
1. Upon signing this Agreement 20% of the Purchase Price (inclusive of the
Booking Fee)
2. Within 14 days after the Purchaser receives the following
notices from the Vendor:
(a) Notice that the foundation works of the Building have been 10% of the Purchase Price
completed
(b) Notice that the reinforced concrete framework of the 10% of the Purchase Price
Building has been completed
(c) Notice that the brick walls of the Building have been 5% of the Purchase Price
completed
(d) Notice that the roofing of the Building has been completed 5% of the Purchase Price
(e) Notice that the door and window frames are in position, and 5% of the Purchase Price
that the electrical wiring (without fittings), the internal plastering
and the plumbing of the Building have been completed
(f) that the car park, roads and drains serving the Housing Estate 5% of the Purchase Price
have been completed
3. Within 14 days after the Purchaser receives — 25% of the Purchase Price
(a) a Notice of Vacant Possession and either the Temporary
Occupation Permit or Certificate of Statutory Completion in
respect of the Building (or a certified copy thereof); and
(b) a certificate by the qualified person engaged by the Vendor
that the Building and all roads and drainage and sewerage works
in the Housing Estate have been completed, and that water and
electricity supplies, and gas supplies (if any), have been
connected to the Building.
4. On Completion Date 15% of the Purchase Price payable as follows:
(a) 2% of the Purchase Price to the Vendor;
and
(b) 13% of the Purchase Price to the Singapore
Academy of Law as stakeholder.

• Effect of late payment – Cl 6 & 7. to pay interest. After certain pt, developers can treat agreement as
repudiated.

6. Late Payment of Instalments

6.1 If the Purchaser fails to pay any or any part of any instalment according to clause 5 (other than any
instalment to be paid by the stakeholder), interest on the unpaid amount is to be payable by the Purchaser to
the Vendor until —
(a) the unpaid amount is paid; or
(b) the expiration of the repudiation notice period under clause 7.2,
whichever first occurs.

6.2 Interest on the unpaid amount referred to in clause 6.1 shall begin to run from the 15th day after the
Purchaser has received the relevant document under clause 5.

6.3 If the Purchaser fails to serve the Certificate of Statutory Completion or the certified copy thereof on the
stakeholder in accordance with clause 5.2, interest on 8% of the Purchase Price is also to be payable by the
Purchaser to the Vendor.

6.4 The interest referred to in clause 6.3 shall run from the 5th working day after the Purchaser has received
the Certificate of Statutory Completion (or the certified copy thereof) from the Vendor and shall continue
until —
(a) the Purchaser serves that Certificate or certified copy on the stakeholder; or
(b) the expiration of the repudiation notice period under clause 7.2,
whichever first occurs.

6.5 The interest referred to in clauses 6.1 and 6.3 shall be calculated on a daily basis at the rate of 2 % above the
Base Rate.

7. Repudiation by Purchaser

7.1 The Vendor has the right to treat this Agreement as having been repudiated by the Purchaser if —
(a) any instalment of the Purchase Price (not being an instalment to be paid by the stakeholder) and
interest remains unpaid for more than 14 days after its due date; or
(b) the Purchaser has not served the Certificate of Statutory Completion or the certified copy thereof
on the stakeholder at the end of 18 days after receiving that Certificate or certified copy from the
Vendor.

7.2 To treat this Agreement as repudiated, the Vendor must give to the Purchaser not less than 21 days’ notice
in writing of the Vendor’s intention to treat this Agreement as having been repudiated by the Purchaser.

7.3 This Agreement is to be treated as annulled after the notice period referred to in clause 7.2 has expired
unless the unpaid instalments and interest have been paid or the requisite document has been served before
the expiry of that notice period.

7.4 Once this Agreement is annulled, the Vendor has the right to —
(a) resell or otherwise dispose of the Property as if this Agreement had not been entered into;
(b) recover from the instalments (excluding interest) previously paid by the Purchaser all interest
owing and unpaid at the date of annulment; and
(c) forfeit and keep 20% of the Purchase Price from the instalments (excluding interest) previously
paid by the Purchaser.

7.5 After deducting the amounts referred to in clause 7.4 (b) and (c) from the instalments previously paid by
the Purchaser, the Vendor must refund the balance of those instalments not more than 21 days after one of
the following dates, whichever is the later:
(a) the date this Agreement is annulled; or
(b) where vacant possession of the Property has been delivered to the Purchaser, the date vacant
possession of the Property is returned to the Vendor,
after which neither party shall have further claims against each other.

7.6 If the Vendor does not refund the balance of instalments in accordance with clause 7.5, interest on the
unrefunded balances is to be payable by the Vendor to the Purchaser until the unpaid balances are paid; and
the interest shall run from the 22nd day after the relevant date and be calculated on a daily basis at the rate of
2% above the Base Rate.

• P to pay turning on fees – Cl 11/10 – utilities. Water and electricity (/ => form D vs form E)
11. Purchaser’s Obligations
11.1 The Purchaser must pay for all turning on fees for the supply of water and electricity and gas (if any) to the
Building.

11.2 Where the Certificate of Statutory Completion has not been issued for the Building, the Purchaser
shall not, without the prior written consent of the Vendor, carry out or cause to be carried out any
alterations or additions to the Building which result in the Building not having been constructed according
to the plans and specifications approved by the Building Authority.

• Title survey expenses – Cl 12/11 – when clients buy, merely buying non existent property. No sep title deed
to that piece of property. Title survey happens when built, surveyors come in to certify the floor area and site
area. Need to be psid fees – surveyors fees paid half each by vendor and purchase split

12. Title Surveys


12.1 The Vendor must conduct or cause to be conducted all necessary title surveys relating to the subdivision of
the Property and to the production of conveyance plans for the Purchaser in respect of the Property.

12.2 The Vendor and Purchaser shall contribute in the following proportions to meet the expenses (exclusive of
goods and services tax) for the title surveys and the production of conveyance plans referred to in clause 12.1:
Vendor 50%
Purchaser 50%
12.3 The registered land surveyor engaged by the Vendor to conduct the title surveys and to produce the
conveyance plans shall certify the amount of contribution payable by the Purchaser. The surveyor’s certificate
shall be final and conclusive as to the amount of contribution payable by the Purchaser.

12.4 The Purchaser shall on demand pay to the Vendor the amount of contribution certified under clause 12.3
and all goods and services tax charged by law on the supply of the surveyor’s services.

• CSC – Cl 11.2/10.2 & 15/16

- Practical point – advise clients not to renovate the property between the dates of TOP and CSC. The
developer may hold buyer liable if CSC is delayed or not issued because of renovation works for that
particular unit. After CSC is issued, the buyer can renovate without D’s consent.

11.2 Where the Certificate of Statutory Completion has not been issued for the Building, the Purchaser shall not,
without the prior written consent of the Vendor, carry out or cause to be carried out any alterations or additions
to the Building which result in the Building not having been constructed according to the plans and
specifications approved by the Building Authority.

15. Certificate of Statutory Completion


15.1 The Vendor must at his own cost and expense do everything necessary to procure the issue of the Certificate
of Statutory Completion for the Building, and must produce that Certificate to the Purchaser once it is issued.

15.2 At any time after delivery of vacant possession of the Property to the Purchaser but before the issue of the
Certificate of Statutory Completion for the Building, the Vendor and his workmen or agents have the right to
make such alterations or additions to the Building as may be required by the Building Authority, and the
Purchaser agrees to grant them access to the Property at reasonable times for that purpose.

15.3 If the issue of a Certificate of Statutory Completion in respect of the Building is refused, withheld or delayed
owing to any alteration or addition carried out or caused to be carried out by the Purchaser without the
Vendor’s prior written consent, or some other act or omission by the Purchaser, the Vendor may by notice in
writing require the Purchaser to take such measures within 30 days of that notice as are necessary to enable the
Vendor to obtain the Certificate of Statutory Completion.

15.4 If the Purchaser does not comply with the Vendor’s notice under clause 15.3, the Vendor and his workmen
or agents have the right to enter the Property to make such necessary alterations and additions to the Building
as may be required by the Building Authority, and to recover from the Purchaser the cost of the alterations and
additions.
• Deadline for delivering vacant possession (clause 13.1, form D, clause 12.1 form E) – consequence of
developer being late in delivering vacant possession would be liquidated damages (clause 13.4, 13.5 in Form
D; clause 12.4 and 12.5 in Form E)

13. Delivery of Possession


13.1 The Vendor must deliver vacant possession of the Property to the Purchaser no later than ___________ ( the
Transfer Date).
13.2 Before delivering vacant possession of the Property to the Purchaser, the Vendor must ensure that the
Property has been completed so as to be fit for occupation and must remove all surplus material and rubbish from
the Property.
13.3 The Vendor shall deliver vacant possession of the Property to the Purchaser by delivering a Notice of Vacant
Possession in respect of the Property. On delivery of vacant possession of the Property to the Purchaser, the
Vendor must deliver to the Purchaser a copy of —
(a) the Temporary Occupation Permit or the Certificate of Statutory Completion for the Building; and
(b) a certificate by the qualified person engaged by the Vendor that the Building and all the roads and drainage
and sewerage works in the Housing Estate have been constructed according to the plans and specifications
approved by the Commissioner of Building Control, and that all water and electricity supplies, and all gas
supplies (if any), have been properly connected to the Building.
13.4 If the Vendor, for any reason does not deliver vacant possession of the Property to the Purchaser by the
Transfer Date, the Vendor must pay to the Purchaser liquidated damages.
13.5 Liquidated damages under clause 13.4 are to be calculated on a daily basis at the rate of 10% per annum on
the total sum of all the instalments paid by the Purchaser towards the Purchase Price, and shall run from the day
immediately after the Transfer Date until the Purchaser receives a Notice of Vacant Possession from the Vendor
in respect of the Property.
13.6 Any liquidated damages payable to the Purchaser under clause 13.4 may be deducted from any instalment of
the Purchase Price due to the Vendor.

• Maintenance charges – Cl 13 - note: may attract GST (maintanence charges only dealt with in Form E – for
units in strata title lots e.g. condos)

13. Maintenance Charges


13.1 The Purchaser shall pay to the Vendor maintenance charges for the maintenance of the common property of
the Housing Project and the provision of cleaning and other services from —
(a) the date the Purchaser actually takes possession of the Unit; or
(b) the 15th day after the Purchaser receives the Notice of Vacant Possession in respect of the Unit,
whichever is the earlier.

13.2 The amount of the maintenance charge shall be as approved by the Commissioner of Buildings.

13.3 The Purchaser must also pay to the Vendor all goods and services tax charged by law on the supply of
maintenance, cleaning and other services referred to in clause 13.1.

13.4 The maintenance charges for the first 6 months and the goods and services tax in relation to those charges
are to be paid in advance in one lump sum, and are subsequently to be paid quarterly in advance.

13.5 The Purchaser need not pay the maintenance charge and any goods and services tax relating to it once the
management corporation of the Housing Project takes over from the Vendor the function of maintaining the
Housing Project and the provision of cleaning and other services.

13.6 If any part of the maintenance charge or goods and services tax is not paid at the end of 14 days after it is
due, the Purchaser must then pay interest calculated on a daily basis at 2% above the Base Rate on such unpaid
amount until such time as it is paid.

• Deadline for completion (Clause 16) - liquidated damages payable if deadline is exceeded

16. Completion
16.1 The Vendor must give to the Purchaser a Notice to Complete requiring completion of the sale and purchase
of the Property in accordance with this clause no later than _____________ or 3 years after the date of delivery
of vacant possession of the Property, whichever is earlier.
16.2 Completion must take place 14 days after the Purchaser receives the Vendor’s Notice to Complete
accompanied by a certificate by the Vendor’s qualified person stating that the Competent Authority approves the
subdivision of the land on which the Housing Estate is constructed.
16.3 The completion of the sale and purchase of the Property is to take place at the office of the Vendor’s
solicitors.
16.4 On completion, the Vendor must execute a proper conveyance to the Purchaser of the Property. The Vendor
must also deliver to the Purchaser a duplicate Certificate of Title for the Property unless the Registrar of Titles
has directed that the Property will not be brought under the provisions of the Land Titles Act (Cap. 157). The
conveyance is to be prepared by and at the expense of the Purchaser.
16.5 If for any reason the Vendor does not give a Notice to Complete by the date specified in clause 16.1, the
Vendor must pay to the Purchaser liquidated damages.
16.6 Liquidated damages under clause 16.5 are to be calculated on a daily basis at the rate of 10% per annum on
the total instalments paid by the Purchaser towards the Purchase Price, and shall run from the date on which the
Notice to Complete should have been given under clause 16.1 until the date the Notice to Complete is actually
given to the Purchaser.
16.7 Any liquidated damages payable to the Purchaser under clause 16.5 may be deducted from any instalment of
the Purchase Price due to the Vendor.
16.8 Notwithstanding completion of the purchase of the Property, the terms of this Agreement which are not
fulfilled are to remain in effect as between the Vendor and Purchaser.

• 12 month “defects” period (Clause 17) 18 – purchasers to follow proced laid down there!! Must make sure
that follow if not developers will deny liab
o Practical point – most important clause! Explain it in great detail to the client. Prescribed
procedures that must be followed if the client wishes to claim under the defects liability
clause.
o When Notice of Vacant Possession to P, warranty period would be 12 months from the date of
notice. (Clause 17.1)
o During this period, 5% of purchase price stakeheld by Academy of Law (HDR Cl 12(5) – see
below). If the P detects any defects, he should inform the D who has 1 month to rectify the defect
(Clause 17.2). If this is not done, the P can get his own contractor to give quotation to rectify
defect (Clause 17.2(a))
o With quotation, the P can serve a 2nd notice to the D. On receipt, D is given a further 2 weeks to
rectify, failing which, the P can exercise self-help and deduct that amount from the stakeholding
money held by the Academy of Law (Clause 17.2(b))
o Specifications & floor or site plan – get client to compare and verify themselves, they must instruct
you what they want and you ensure that it is in the specs.

17. Defects Liability Period


17.1 The Vendor must make good at his own cost and expense any defect in the Building which becomes
apparent within the defects liability period, namely, the period of 12 months from the date the Purchaser
receives the Notice of Vacant Possession in respect of the Property. – does not matter when he moves in, date
starts when purchaser receives notice. So if chooses to move in late, deprive himself of chance to observe defects
17.2 The Vendor must make good any defect in the Building within one month of his receiving a notice from the
Purchaser requiring the Vendor to make good such defect, failing which the Purchaser may do the following:
(a) notify the Vendor of his intention to cause rectification works to be done and the estimated cost of
carrying out those works; and
(b) give the Vendor an opportunity to carry out the proposed rectification works within 14 days after the
date of the notice in paragraph (a), failing which he may proceed to rectify the defect by his own
employees or workmen.
Note stages – notice, 1 mth, intention to carry out, 14 days, then purchaser carry out renovation works
17.3 If the Vendor, after having been duly notified under clause 17.2, fails to carry out the rectification works to
make good the defect within the specified time, the Purchaser has the right to cause the rectification works to be
carried out and to recover from the Vendor the cost of those rectification works. The Purchaser may deduct the
cost of those rectification works from any sum held by the Singapore Academy of Law as stakeholder for the
Vendor.
17.4 This clause does not excuse the Vendor from his obligations under clause 15.
• Note: Important thing to remember is that there is a 1 year period in which defects can be rectified by P and
made good out of stakeholding $. What if quotation exceeds stakeheld amount? Take all and sue for
remaining amount. There is nothing to bar the P from suing the D, but the 1 year defect period just makes it
easier for the P to get recourse.

• Shortfall in area –
o See Clause 18.1 of Form D
 “On execution of this Agreement, V shall furnish P a certificate issued by registered land
surveyor certifying that area of Property is the area derived from dimensions shown on
plans”
o Clause 18.2 Form D
 Any error/ misdescription: Omission of area of property does not invalidate the
agreement. P only has right to adjustment of price. – abatement to be granted
o If shortfall >3% margin of error, P can claim reduction of unit purchase price per square metre of
deficiency which is in excess of the 3% of the area stated in the agreement – clause 18.3(b).
o If shortfall very slight and <3% of the area stated in the agreement, P cannot claim – Clause
18.3(a).
o This rule takes into account building constraints, not supposed to be meant for the D to exploit
(that would be fraudulent!)
o What if the area built is larger than what is contracted for? The D cannot ask P to pay for
excess – Clause 18.4.

18. Errors, omissions and misdescription


18.1 On the execution of this Agreement, the Vendor shall furnish to the Purchaser a certificate issued by a
registered land surveyor certifying that the area of the Property is the area derived from the dimensions shown on
the plans approved by the Commissioner of Building Control and other relevant authorities.
18.2 Any error, omission or misdescription of the area of the Property does not invalidate this Agreement nor
does it give the Purchaser the right to be discharged from the purchase, but should any such error, omission or
misdescription of the area be discovered on completion of the title survey as approved by the Chief Surveyor, the
Purchaser has the right to an adjustment of the Purchase Price calculated under clause 18.3.
18.3 Where, on completion of a title survey as approved by the Chief Surveyor, it is discovered that the area of
the Property is less than the area stated in this Agreement, the Purchase Price is to be reduced as follows:
Deficiency Reduction
(a) Not more than 3% of the area stated in this No reduction
Agreement
(b) More than 3 % of the area stated in this Agreement Reduction at $(Unit Purchase Price) per square metre of
deficiency which is in excess of 3% of the area stated in
this Agreement
Any adjustment of the Purchase Price under this clause shall be made on Completion Date and may be deducted
from any instalment due to the Vendor under item 4 of the Payment Schedule or clause 5.4, as the case may be.
18.4 The Vendor does not have the right to any adjustment in the Purchase Price if, on completion of the title
survey as approved by the Chief Surveyor, it is discovered that the area of the Property is more than the area
stated in this Agreement.

• Easements and Restrictive Covenants – Cl 19 & 20 Form D HDR for landed properties – whole plot of land
belongs to developers. Road tt leads to them are part of plot, only houses are transferred to purchasers. So
roads dstill in developers names until surrendered to LTA. As long as registered in develoepr’s name, client
must have easement ie right of way – make sure that transfer doc have these!

19. Easements
19.1 The Property is sold with the following rights in favour of the Purchaser and other persons authorised by
the Purchaser:
(a) the right to pass and re-pass on foot or on any vehicle along the private roads in the Housing Estate;
(b) the right to lay over, on or under any other premises or building in the Housing Estate pipes, wires, cables,
drains or culverts for the passage and provision of supplying water and electricity, and gas (if any), to the
Property; and
(c) the right to drain into the sewerage plant or septic tank constructed or to be constructed in or for the
Housing Estate, including the right to lay pipes, drains and other connections over, on or under any other
premises or building in the Housing Estate,
to the extent to which such roads, pipes, wires, cables, drains, culverts or connections are necessary or capable
of being used in connection with the enjoyment of the Property.

19.2 The Property is sold subject to the following rights in favour of all other owners or occupiers of premises
and buildings in the Housing Estate to whom the Vendor has granted or may grant similar rights:
(a) the right to pass and re-pass on foot or on any vehicle along the private roads in the Housing Estate;
(b) the right to lay over, on or under the Property pipes, wires, cables, drains or culverts for the passage and
provision of supplying water and electricity, and gas (if any), to the other premises and buildings in the Housing
Estate; and
(c) the right to drain into the sewerage plant or septic tank constructed or to be constructed in or for the
Housing Estate, including the right to lay pipes, drains and other connections over, on or under the Property,
to the extent to which such roads, pipes, wires, cables, drains, culverts or connections are necessary or capable
of being used in connection with the enjoyment of the other premises or buildings in the Housing Estate.

19.3 The Property is also sold subject to rights similar to those in clause 19.2 (a) to (c) in favour of the Vendor
and other persons authorised by the Vendor to the extent that such roads, pipes, wires, cables, drains, culverts or
connections have to be constructed, installed or made by the Vendor for the proper enjoyment of the premises
and buildings in the Housing Estate.

20. Restrictive Covenants


20.1 The Property is sold subject to the following restrictive covenants:
(a) the Purchaser will not use or allow the Property to be used for any purpose which will be a nuisance to the
Vendor or to any of his neighbours;
(b) the Purchaser will not use or allow the Property to be used for any purpose other than as a private residence;
(c) the Purchaser will not display on the Property any signboard other than one designating the address of the
Property and the name of its occupants;
(d) the Purchaser will not use or allow the Property to be used for the storage of any goods or merchandise; and
(e) the Purchaser will only transfer (wholly or partly) his interest in the Property to another subject to the
restrictive covenants in this clause.

20.2 The Purchaser agrees to enter into these restrictive covenants at the time of conveyance.

20.3 The Purchaser agrees to observe and perform all these restrictive covenants for so long as he is the owner
of the Property.

20.4 Neither the Vendor nor the Purchaser will be liable for any breach of these restrictive covenants which may
happen after the Purchaser has disposed of his entire interest in the Property to another.

• P to pay taxes – Cl 21/19/20 – property tax; GSt if commercial property

21. Taxes
21.1 After the Purchaser receives from the Vendor a Notice of Vacant Possession in respect of the Property, the
Purchaser must pay for all property tax and other outgoings levied in respect of the Property, and must on
demand reimburse the Vendor for all such property tax and outgoings which may have been paid by the Vendor
after the date of receipt of the Notice of Vacant Possession.

21.2 Where any property tax and other outgoings levied in respect of the Property before the date of receipt of
the Notice of Vacant Possession have been paid by the Purchaser, the Vendor must on demand reimburse the
Purchaser for all such property tax and outgoings apportioned up to (and including) that date.

Summary - Process of purchase from licensed developer (HDR)


• P selects unit and pays booking fee (Rule 8 HDR)
o Booking fee may be 5% - 10% of purchase price
- D issued Option to Purchase (prescribed form) to P (Rule 10 HDR) – Form B (tells you when solicitor will
receive the SP Agreement) WILL NEED FOR EXAM!!! BRING TO EXAM
o See form B - Purchasers have 2 wks before receiving sale ad purchase agreement and another
3 wks to decide to proceed (check timing again
• P/P’s solicitors receive SP Agreement together with copies of title deeds and relevant documents (usually
after 2 weeks)
• P signs and returns Agreement, pays 20% of purchase price less booking fee unless extension of time for
payment is granted (clause 4.1 of Form B) (usually after 3 weeks)
• Deferred payment schemes – developers can ask for permission to deviate to make property more
marketable
• Incentive schemes eg. Developers absorb stamp duty
• look at time lines – when client to apply for bank loan
o Progressive/ deferred payment – because market has been bad, developers have tried to
stretch/extend the date of payment for buyers – deviating from HDR
o Note: Extension of time only given for payment, not for signing/exercising option.
Assuming all done (option exd, sale and purchase agreement done). (READ FORM D)
• Developer completes stage of construction, and send Architect’s certificate to P
o P pays purchase price progressively – “progress instalments” (according to the Payment
Schedule terms of the Agreement) (clause 5 of Form D or E)
• TOP issued, D serves Notice of Vacant Possession
o P pays progress instalment (25% of purchase price according to clause 5 of Form D) and
collects keys. If the property is a flat, P starts paying maintenance fees.
• CSC (Certificate of Statutory Completion) issued – by Building Construction Authority – D notifies P
o P pays purchase instalment, and can now renovate without D’s consent (Clause 11.2 form D
and Clause 10.2 Form E)
• CSC is issued – Depends on this issued first or title issued first
o imptanve – so that client can do renovations without developer’s consent.
o Top only allows them to move in.
• Why Consent is impt–
o 1. if purchaser does sth that prevents issue of CSC, whole developemnet is affected. 200 units
affected by 1 unit, for eg! If CSC not issued then developers cannot get payment.
o 2. developers when they sell under terms of agreement, there is defect liab period (first yur of
ownership); guarantee that developers have to rectify defect – if purchasers on their own
change fitting of unit – this will void the guarantee. Developers’ oblig will become void
because purchasers changed it on their own
=> so stress to purchasers that cannot make renovations without their consent. For the two reasons above
• Purchaser only has beneficial interest, legal title only transferred on completion

• Separate title issued, D notifies P


o P pays balance purchase price and gets legal title
• Note: Look up HDR for Standard Forms and Agreements

Purchase from licensed developer


- P selects unit & pays booking fee --- D signs and hands over Option in prescribed form (2 wks) D’s sols
send P/P’s sols S&P Agreement etc ---3 weeks --- P signs & returns Agreement with payment of balance
deposit, unless extension of time given for payment --- If not-- Option lapses, P forfeits 25% of booking fee
for residential & 50% for commercial property

Documents involved
• Option to purchase – Form B
• Sale and Purchase Agreement: Form D or E (E is for units in a strata title lot, D is for units not intended to
be part of a strata title lot per rule 12(1) and (2) HDR)
• Note the difference between Forms D and E
o Form D relates to landed property – no maintenance fees
o Form E related to strata title units (condos) – includes maintenance fees
• Purchaser’s caveat – only a beneficial interest., cannot lodge legal interest, so only notify interest by caveat ;
Lodge caveat to inform the world of your interest in the property
• Architect’s certificates of completion - make sure that cert is legitimate and correct
• TOP
• CSC
• Transfer and Restriction (if any) – Document that contains all the restrictive covenants - purchaser sol duty
to prepare
• CT (certificate of title) or SSCT (subsidiary strata certificate of title)
• Title Deed

Scheme of Financing

• Example for a residential property:


o Purchase price $1,000,000
o Cash $ 220,000
o CPF money $ 200,000
o Loan $ 580,000

• Order of disbursement of funds


1. Cash
2. CPF money
3. Loan

• Note: Buyer pays interest on the loan, but not CPF, because it is his/her own money.

• Breakdown of instalments payable at each stage:

Clause Stage % Amount Source


5.1.1 Booking fee 5 $50,000 Cash
5.1.1 Signing of S&P Agreement 15 $150,000 Cash
5.1.2(a) Foundation works 10 $20,000 Cash
$80,000 CPF
5.1.2(b) Reinforced concrete framework 10 $100,000 CPF
5.1.2(c) Brickwalls 5 $20,000 CPF
$30,000 Loan
5.1.2(d) Roofing 5 $50,000 Loan
5.1.2(e) Door and window frames etc 5 $50,000 Loan
5.1.2(f) Car parks, roads and drains 5 $50,000 Loan
5.1.3 TOP 25 $250,000 Loan
5.1.4 CSC, CT/SSCT, Defects Liability period 15 $150,000 Loan
Total Purchase Price 100 $1,000,000

En Bloc Sale

• S84A(1) LT(S)A:
o Subsidiary proprietors (SP) of lots with not less than the following share values may apply to the
Strata Title Board for an order for collective sale:
 90%, where less than 10 years have passed since date of TOP;
 80%, where 10 years or more have passed since the date of TOP
Application for collective sale of parcel by majority of subsidiary proprietors who have made conditional
sale and purchase agreement
84A. —(1) An application to a Board for an order for the sale of all the lots and common property in a strata title
plan may be made by —
(a) the subsidiary proprietors of the lots with not less than 90% of the share values where less than 10 years have
passed since the date of the issue of the latest Temporary Occupation Permit on completion of any building
comprised in the strata title plan or, if no Temporary Occupation Permit was issued, the date of the issue of the
latest Certificate of Statutory Completion for any building comprised in the strata title plan, whichever is the
later; or
(b) the subsidiary proprietors of the lots with not less than 80% of the share values where 10 years or more have
passed since the date of the issue of the latest Temporary Occupation Permit on completion of any building
comprised in the strata title plan or, if no Temporary Occupation Permit was issued, the date of the issue of the
latest Certificate of Statutory Completion for any building comprised in the strata title plan, whichever is the
later,
who have agreed in writing to sell all the lots and common property in the strata title plan to a purchaser under a
sale and purchase agreement which specifies the proposed method of distributing the sale proceeds to all the
subsidiary proprietors (whether in cash or kind or both), subject to an order being made under subsection (6) or
(7).
[21/99]
(2) The subsidiary proprietors referred to in subsection (1) shall appoint not more than 3 persons from among
themselves to act jointly as their authorised representatives in connection with any application made under that
subsection.
[21/99]
(3) No application may be made under subsection (1) by the subsidiary proprietors referred to in that subsection
unless they have complied with the requirements specified in the Schedule and provided an undertaking to pay
the costs of the Board under subsection (5).
[21/99]
(4) A subsidiary proprietor of any lot in the strata title plan who has not agreed in writing to the sale referred to in
subsection (1) and any mortgagee, chargee or other person (other than a lessee) with an estate or interest in land
and whose interest is notified on the land-register for that lot may each file an objection with a Board stating the
grounds for the objection within 21 days of the date of the notice served pursuant to the Schedule or such further
period as the Board may allow.
[21/99]
(5) The Board shall have power —
(a) to mediate in any matter arising from an application made under subsection (1); and
(b) to call for a valuation report or other report and to require the subsidiary proprietors referred to in subsection
(1) to pay for the costs.
[21/99]
(6) Where an application has been made under subsection (1) and no objection has been filed under subsection
(4), the Board shall, subject to subsection (9), approve the application and order that the lots and common
property in the strata title plan be sold.
[21/99]
(7) Where one or more objections have been filed under subsection (4), the Board shall, subject to subsection (9),
after mediation, if any, approve the application made under subsection (1) and order that the lots and common
property in the strata title plan be sold unless, having regard to the objections, the Board is satisfied that —
(a) any objector, being a subsidiary proprietor, will incur a financial loss; or
(b) the proceeds of sale for any lot to be received by any objector, being a subsidiary proprietor, mortgagee or
chargee, are insufficient to redeem any mortgage or charge in respect of the lot.
[21/99]
(8) For the purposes of subsection (7) (a), a subsidiary proprietor —
(a) shall be taken to have incurred a financial loss if the proceeds of sale for his lot, after any deduction allowed
by the Board, are less than the price he paid for his lot;
(b) shall not be taken to have incurred a financial loss by reason only that his net gain from the sale of his lot will
be less than the other subsidiary proprietors.
[21/99]
(9) The Board shall not approve an application made under subsection (1) if the Board is satisfied that —
(a) the transaction is not in good faith after taking into account only the following factors:
(i) the sale price for the lots and the common property in the strata title plan;
(ii) the method of distributing the proceeds of sale; and
(iii) the relationship of the purchaser to any of the subsidiary proprietors; or
(b) the sale and purchase agreement would require any subsidiary proprietor who has not agreed in writing to the
sale to be a party to any arrangement for the development of the lots and the common property in the strata title
plan.
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(10) Where no objection has been filed under subsection (4), the determination under subsection (9) shall be
made by the Board on the basis of the facts available to the Board.
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(11) The Board may make all such other orders and give such directions as may be necessary or expedient to give
effect to any order made under subsection (6) or (7).
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(12) The Board may, at any time it thinks fit, extend, vary, revoke or discharge any order made under this section,
and may vary any term or condition upon or subject to which any such order has been made.
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(13) A notice sent by registered post under the Schedule shall be deemed to be duly served on the person to
whom it is addressed 2 days after the day on which the notice was posted, notwithstanding the fact that the letter
may be returned by the post office as undelivered.
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(14) The Minister may, by order published in the Gazette, amend or add to the Schedule.
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(15) For the purposes of this section, “subsidiary proprietor”includes a successor in title.

• Procedure spelt out in Fourth Schedule LTSA


o Holding of EOGM
o Advertising in newspapers
o Service of notices on all SPs
o Obtaining valuation report
o Other matters

REQUIREMENTS UNDER SECTION 84A, 84D OR 84E


1. Before making an application to a Board, the subsidiary proprietors referred to in section 84A (1) or the
proprietors of flats referred to in section 84D (2) or 84E (3), as the case may be, shall —
(a) execute within the permitted time but in no case more than 12 months before the date the application is made,
a collective sale agreement in writing among themselves (whether or not with other subsidiary proprietors or
proprietors) agreeing to agree to collectively sell —
(i) in the case of an application under section 84A, all the lots and common property in a strata title plan; or
(ii) in the case of an application under section 84D or 84E, all the flats and the land in a development to which
section 84D or 84E, as the case may be, applies;
(b) once every 8 weeks after the start of the permitted time, affix to a conspicuous part of each building
comprised in the strata title plan or the development to which section 84D or 84E applies, as the case may be, a
notice in the 4 official languages specifying —
(i) the number of subsidiary proprietors or proprietors who, immediately before the date of the notice, have
signed the collective sale agreement; and
(ii) the proportion (in percentage) that the total share value of such subsidiary proprietors’ lots bear to the total
share value of all lots comprised in that strata title plan, or that such proprietors’ total share or total notional share
of the land bears to the total share or notional share of all proprietors in that land, as the case may be;

(c) consider the collective sale either —


(i) at an extraordinary general meeting of the management corporation held in accordance with Part IV of the Act
or any other corresponding written law; or
(ii) in the case of land in a development to which section 84D or 84E applies, at a meeting held after sending a
notice of the meeting by registered post to all the proprietors to their last recorded addresses at the Registry of
Titles or the Registry of Deeds and placing a copy of the notice under the main door of every flat in the
development;

(d) advertise in the 4 official languages the particulars of the application in such local newspapers as approved by
the Board;
(e) serve notice of the proposed application on all the subsidiary proprietors of all the lots and common property
in the strata title plan concerned or on all proprietors of all flats in the development concerned, as the case may
be, by registered post and by placing a copy of the proposed application under the main door of every lot or flat,
together with a copy each of the following:
(i) the collective sale agreement referred to in sub-paragraph (a);
(ii) the sale and purchase agreement which is to be the subject of the application to the Board;
(iii) a statutory declaration made by the purchaser under the sale and purchase agreement on the nature of his
relationship (if any) or, if the purchaser is a body corporate, the nature of the relationship of every one of its
directors (if any), to any subsidiary proprietor of any lot comprised in that strata title plan or any proprietor of
any flat in the development, as the case may be;
(iv) the minutes of the extraordinary general meeting or meeting referred to in sub-paragraph (c);
(v) the advertisement referred to in sub-paragraph (d);
(vi) a valuation report that is not more than 3 months old; and
(vii) a report by a valuer on the proposed method of distributing the proceeds of the sale due under the sale and
purchase agreement; and
(f) affix a copy of the notice referred to in sub-paragraph (e) in the 4 official languages to a conspicuous part of
each building comprised in the strata title plan or the development, as the case may be.

1A. For the purposes of this Schedule —


(a) the permitted time in relation to a collective sale agreement executed or to be executed by subsidiary
proprietors or proprietors referred to in section 84A (1), 84D (2) or 84E (3), means a period —
(i) starting from the date the first subsidiary proprietor or proprietor, or his duly appointed attorney, as the case
may be, signs the collective sale agreement; and
(ii) ending not more than 12 months after the date the first subsidiary proprietor or proprietor, or his duly
appointed attorney, as the case may be, signs the collective sale agreement; and
(b) the collective sale agreement shall be regarded as executed notwithstanding that it is executed on separate
copies thereof and at different times.

2. The notice referred to in paragraph 1(e) to be served by registered post shall be served on an affected party —
(a) where the party is a subsidiary proprietor of a lot in the strata title plan, at the address as shown on the strata
roll;
(b) where the party is a proprietor of a flat or land, at the last recorded address at the Registry of Titles or
Registry of Deeds;
(c) where the party is a mortgagee, chargee or other person with an estate and interest in the lot or flat whose
interest is notified on the land-register, at the address on the strata roll or last recorded address at the Registry of
Titles or Registry of Deeds; and
(d) where the party is a management corporation, at its address recorded on the folio of the land-register
comprising the common property.

3. The advertisement referred to in paragraph 1(d) shall include —


(a) information on the development;
(b) the names of the subsidiary proprietors or proprietors, addresses, unit numbers and strata lot numbers, if any,
of their flats;
(c) the names of mortgagees, chargees and other persons with an estate and interest in the lots, flats and land;
(d) brief details of the sale proposal; and
(e) the place at which the affected parties can inspect documents for the collective sale.

4. An application to a Board shall be made by the subsidiary proprietors referred to in section 84A (1) or the
proprietors referred to in section 84D (2) or 84E (3) within 14 days of the publication of the advertisement
referred to in paragraph 1 (d), enclosing —
(a) the documents specified in paragraph 1(e);
(b) a statutory declaration made by the representatives appointed under section 84A (2) or their solicitors stating

(i) the date the permitted time for the collective sale agreement started;
(ii) the date on which collective sale agreement referred to in paragraph 1 (a) was last executed by any subsidiary
proprietor or proprietor referred to in section 84A (1), 84D (2) or 84E (3), as the case may be;
(iii) the date or dates on which the notice or notices referred to in paragraph 1(b) were affixed; and
(iv) that sub-paragraphs (c), (d), (e) and (f) of paragraph 1 have been complied with;
(c) a list of the names of the subsidiary proprietors who have not agreed in writing to the sale, their mortgagees,
chargees and other persons (other than lessees) with an estate or interest in the lots or flats whose interests are
notified on the land-register; and
(d) such other document as the Board may require.

5. The Board shall, within 5 days of the filing of an objection, serve a copy of it by registered post on the
representatives appointed under section 84A (2) and their solicitors, if any.

6. The subsidiary proprietors referred to in section 84A (1) or the proprietors referred to in section 84D (2) or
84E (3) shall, after making an application to the Board, cause a copy of the application to be registered under the
Act, the Land Titles Act (Cap. 157) or the Registration of Deeds Act (Cap. 269), as the case may be.

7. The subsidiary proprietors referred to in paragraph 6 shall, if an order for sale is granted by the Board under
section 84A, 84D or 84E, register the order of the Board in accordance with the Act, the Land Titles Act or the
Registration of Deeds Act (Cap. 269), as the case may be, or if the order for sale is not granted by the Board,
apply to cancel the application registered under paragraph 6.

8. For the purposes of this Schedule, “affected parties” means —


(a) the subsidiary proprietors referred to in section 84A (1) or the proprietors referred to in section 84D (2) or
84E (3);
(b) the subsidiary proprietors of the lots or the proprietors of the flats who have not agreed in writing to the sale,
and any mortgagee, chargee and other person (other than a lessee) with an estate or interest in the lot or flat
whose interest is notified on the land-register;
(c) the proprietor of the land under section 84E, his mortgagee, chargee or other person with an estate or interest
in the land whose interest is notified on the land register; and
(d) the management corporation, where applicable.

• Binding effect of Strata Titles Board (STB) Order – s84B(1):


o Order binds all SPs, their successors in title, mortgagees, chargees and any one with an estate or
interest in the land;
o All SPs shall sell in accordance with the sale and purchase agreement
o Any lease shall terminate…

Effect of order of Board


84B. —(1) Where a Board has made an order under section 84A (6), (7) or (11) —
(a) the order shall bind all the subsidiary proprietors of the lots in the strata title plan, their successors in title and
assigns and any mortgagee, chargee or other person with an estate or interest in land;
(b) the subsidiary proprietors of the lots shall sell the lots and common property in accordance with the sale and
purchase agreement; and
(c) a lease affecting any of the lots in the strata title plan (other than a lease held by a subsidiary proprietor) shall,
if there is no earlier agreed date, determine on the date on which vacant possession is to be given to the purchaser
of the lots and common property.
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(2) Nothing in subsection (1) (c) shall prejudice the rights of any lessee of a subsidiary proprietor to
compensation from the subsidiary proprietor.
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(3) A subsidiary proprietor of a lot who has not agreed in writing to a sale under section 84A or any lessee of the
lot may, at any time after an application has been made under section 84A (1) and before the Board has approved
the application for sale, apply to the Board to determine the amount of compensation payable to the lessee.
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(4) The subsidiary proprietors of the lots who have not agreed in writing to the sale under section 84A and any
mortgagee, chargee or other person with an estate or interest in those lots shall, for the purposes of the sale of the
lots and common property, produce the certificates of title for the lots to the person having conduct of the sale,
the representatives appointed under section 84A (2) or to their solicitors.

• Collective sale would generally be carried through unless:


o Financial loss suffered by SP (s 84A(7) and (8) LTSA)
o Sale not made in good faith (eg. Collusion whereby some SPs gets windfall over and above the
sale) (s 84A(9)(a) LTSA)
o Agreement forces an unwilling SP to co-develop the land with the developer (if co-development
benefit offered instead of cash as payment) (s 84A(9)(b) LTSA)