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发表于 22-5-2017 11:16:06|来自：新加坡
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This is a real life case: "Vendor has to sell even if he has not signed the Option to Purchase" Facts The Buyer offered to buy a property at Rio Vista through an Agent. The Agent collected a cheque for 1% option money at the offer price of $500,000. This first offer was turned down by the Vendor. The Buyer then made a second offer at $506,000 and issued a new 1% cheque in exchange for the old cheque. The Agent wrote the following words on the back of the cheque “1% Deposit Sale of 26 Upper Serangoon View #04-32 Rio Vista S534206”. Throughout the entire negotiations, the Vendor was working in India and all communications were carried out through phone calls and emails via the Agent. Based on the exchange of email correspondence between the Agent and the Vendor, the Court established the following key findings: 1. One email from the Agent to the Vendor spelt out the key terms of the Sale in setting out the Option money, Exercise option period, Amount payable upon exercise of Option and the Completion date. 2. In another email from the Vendor to the Agent, he confirmed that he has taken “a decision to proceed to sell the property…” and went on to give the Agent instruction to bank in the option fee to his POSB account. Before the Vendor actually signed the Option to Purchase, he changed his mind about selling the property because he felt he might be posted back to Singapore in the near future. As a result, the Vendor called off the deal, refused to sign the Option to Purchase and tried to return the 1% cheque to the Buyer unsuccessfully. The Buyer proceeded to sue the Vendor for specific performance and damages. Interestingly, the Buyer eventually also sued the Agent for negligent misrepresentation and breach of warranty of authority once the Vendor alleged that the agent had no authority to conclude an agreement to sell the property. February 2010 Judgment The trial judge ordered 1. The Vendors to jointly sign the Option to Purchase in favour of the Purchase at the price of $506,000. 2. The Vendor to pay $15,510.05 damages to the Buyer. 3. If the Vendor should refuse to sign the Option to Purchase, the Registrar of the Supreme Court shall have the power to sign the Option to Purchase on behalf of the Vendor. 4. The Vendor to pay the legal costs of the Buyer and the Agent. The Court of Appeal upheld the trial judge’s findings when the case went on appeal and the Vendor lost his case. The Court rejected the Vendor lawyers’ arguments that there was no binding contract because the Vendor never signed the Option to Purchase based on the facts of this case. The Court found that there was a binding contract because the exchange of email established that the basic elements required for the formation of a contract; namely offer, acceptance, consideration and intention to create legal relations were all present. The Court also ruled that there was a clear and binding agreement to grant the Buyer an Option to Purchase. The terms of the Option were clear and unambiguous and it was significant that the Court actually found that the signing (which did not take place) was only a formality. Implications 1. When one is sending out emails, one must remember to qualify it with the remarks “subject to contract”, if the intention is not to be bound by the email correspondence until the Option is signed. 2. If the Vendor has not signed the Option to Purchase, the Agent / Vendor should not bank in the cheque until the Option is signed. Conclusion This is a landmark case that will be a guiding precedent in the years to come. |
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