REGENT GARDEN

Just read the recent High Court decision for Regent Garden (OS 54/2008, 90/2008) . You may remember the case as being the one where extra payments were given to 6 minority owners by the Developer-Buyer Allgreen to withdraw their objections at the STB. Like the Energiser battery; this case just keeps going on and on and on....

Sequence of events:
23 July 2007 - application to the STB
23 July 2007 - URA informed Allgreen and SC that the development charge was $6.6m less than the estimated $7.6m in the ISO.
4 Sept - 15 Oct 2007 - mediation failed. Hearing set for 30 Jan 2008
26 Nov - 28 Nov 2007 - minority owners consent to the sale for an undisclosed sum of money from Allgreen. Minority owners withdraw their objections at the STB.
10 Jan 2008 - SC sues Allgreen on behalf of majority owners in OS 54/2008

Owners sue Regent enbloc buyers

WeekendToday -19 Jan 2008

Regent Garden owners trying to scrap sale

Straits Times -19 Jan 2008

Regent owners deny trying to back out of sale

MAJORITY owners at Regent Garden have denied that they are ‘greedy’ and trying to back out of a collective sale they are challenging in court.
The 25 owners told The Straits Times that they only want the court to clarify if the agreement with Allgreen Properties can proceed even if the price undervalues their property.
They want to know whether the contract is still binding in a case where the development charge is wrong.
The owners are also upset that Allgreen paid more money to the six minority owners, who did not vote for the sale, than it did to those who backed it.
The 25 owners inked an agreement last April to sell their property in West Coast Road to mainboard-listed Allgreen for $34 million.
One of these owners is former MP Aline Wong, who stepped down from the chairmanship of the Housing Board last year.
But the owners are claiming that the price is too low as the actual development charge - which is much lower - was not obtained. They want damages of between $5.7 million and $6.685 million from Allgreen.
The damages claim is based on two revised valuation figures that use the correct development charge.
The owners wrote to Allgreen last month, claiming that the sale price of $34 million was a ‘mutual fundamental mistake’ as it factored in a far higher development charge.
Allgreen said last Friday that it intends to ‘vigorously contest this action, and the claims and allegations made by the majority vendors’.
The Straits Times understands from the majority owners that they are only ’seeking clarification and fairness’ from the courts.
They want to know if the sale can go ahead at this ‘undervalue’ and not at ‘market value’.
They also query if minority owners can be entitled to additional payments from Allgreen but not share them with the majority owners.
Straits Times -24 Jan 2008

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30 Jan 2008 - STB Hearing. The STB concluded that the transaction was not in good faith taking into account the sale price and dismissed the sale.

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Valuation wrong, so STB rejects Regent Garden sale

Straits times- 31 Jan 2008

26 Feb 2008 - Appeal to High Court in OS No 254/2008
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Court directs Regent garden sale to Allgreen to proceed

THE stop-start en bloc sale of Regent Garden, a 31-unit West Coast Road condominium, to Allgreen Properties looks set to finally go through after the High Court yesterday directed the majority owners to complete the agreement.
The court also ruled that the Strata Titles Board’s decision in January to reject the deal was irrelevant and ordered the majority owners to pay costs to Allgreen, the developer.
The agreement with Allgreen, originally signed in April last year, was first delayed when six owners out of the 31 held out.
When the dissenting six finally agreed to sell out by November, the majority owners, who together own 25 units and over 80 per cent of the share value in Regent Garden, did an about turn and tried to abort the deal, arguing that the $34 million sale price was too low partly because of a wrongly estimated $7.2 million development charge.
They wanted the High Court to void the agreement, or alternatively, to award damages or an addition to the sale price.
Allgreen, represented by Davinder Singh of Drew & Napier LLC, itself went to the High Court in mid-January to ask for an order requiring the majority owners to complete the sale deal. The six minority owners joined in the proceedings as well.
But on Jan 30, the Strata Titles Board ruled the sale had not been done in good faith because Regent Garden’s valuation was wrong and well below the market price.
Yesterday, Allgreen said in a statement that ‘the decision by the High Court is a victory for the sanctity of contract and is a strong message that owners will be held to their bargain’.
‘The court’s decision is very good news for the entire industry,’ said Allgreen.
The majority owners were represented by Molly Lim of Wong Tan & Molly Lim LLC.
Business Times-17 April 2008

18 Sept 2008 - OS 54/2008, 90/2008
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This really sets things in stone (subject to Appeal) with regard to extra payments being made to minority owners. It is an interesting 22 page decision but I will deal with just two important points.

On the Development Charge issue, Justice Lee Seiu Kin said:
41 "In any case, the key point is that the majority owners had assumed the risk that the actual development charge would be higher than the estimated development charge by consciously deciding not to make a development baseline enquiry and by not making the sale subject to any development baseline. They had chosen to enter into the Sale and Purchase Agreement in the knowledge that the figure of around $7m was an estimate of the development charge and cannot now be allowed to escape their contractual obligations merely to escape what has turned out to be a bad bargain."

On additional payment to minority owners:
45. "I found that there was no express provision made against the making of the additional payments to the minority owners in the [CSA or S&P]. Clause 24 of the [S&P] clearly provides that the method of apportionment set out in Schedule C pertains to the Purchase Price."

51. ".....I found there was no express or implied term in the [S&P], [CSA] and the ACT prohibiting the additional payments tp the minority owners. It follows that there was in fact no wrongful repudiation of the [S&P] and [CSA] by Allgreen to be accepted by the majority owners and thus I did not order any damages to be paid to the majority owners. It also follows that the minority owners are entitled to retain these additional payments and are under no obligation to share the additional payments they have received from Allgreen with the majority owners."

My 2 cents:

What this all means is that the High Court has found that it is all right for the developer-buyer to pay off objecting minority owners directly with undisclosed sums of money. They would of course have no need to do this unless;-

• the minority objections were substantial and a direct threat to the sale at the STB
• there was a necessity to expedite the process for some reason
• if it were financially the lesser of two evils (pay every owner or just 6)

Buyers do not give away money for nothing. If the majority have their requisite 80%, and the sale was done in good faith in all matters then there is no reason why the objecting minority would be paid off. They have no case, are not a hindrance to the sale going through and can be safely ignored.

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I suppose it will go to appeal - they always do.

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APPEAL OUTCOME: 30 May 2009

http://luxuryasiahome.wordpress.com/2009/05/29/regent-garden-majority-owners-appeal-rejected/

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The majority lost. The minority gets to keep the lolly all to themselves.

Way to go guys!

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A lesson to the majority - stay vigilant and DO A BETTER JOB.

The Sale Committee and it's obligations

The decision of the Horizon Towers Appellate Court should be compulsory reading for all sale committee members. It sets out the very high standards of accountability and conduct expected of any SC vis-a-vis not only the consenting, but also the objecting subsidiary proprietors.

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The relationship between an SC and subsidiary proprietors

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104 In our view, the SC is the agent of the subsidiary proprietors collectively in relation to the collective sale of their strata units.

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107 As the SC is the agent of the subsidiary proprietors collectively, there is no point at which the SC may act solely in the interests of any group of subsidiary proprietors, whether they are consenting or objecting proprietors. When an SC is first appointed, it is with a view to achieving a collective sale for the benefit of all the subsidiary proprietors. When an SC is first appointed, it is with a view to achieving a collective sale for the benefit of all the subsidiary proprietors. At this stage, the interests of the subsidiary proprietors are not yet clearly differentiated. Thus, the SC’s initial paramount responsibility is simply to obtain the requisite consent for the collective sale as well as appoint competent professional advisers. The SC’s members and advisers also have the duty to avoid any possible conflict of interest (see [137]–[145] below). However, once the requisite consent is obtained and the interests of the objecting subsidiary proprietors become distinguishable from those of the consenting subsidiary proprietors, the SC’s role becomes that of an impartial agent acting for both camps. In other words, the SC must hold an even hand between these interests.

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108 A fiduciary relationship between an SC and the subsidiary proprietors arises from the underlying agency relationship

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110 The raison d’être of fiduciary obligations is that an agent who has undertaken to act in the interests of another person (the principal) should not be permitted to act against his principal’s interest. Indeed, a distinguishing characteristic of recognised fiduciary relationships (see [108] above) is the peculiar vulnerability of a party to be affected by an abuse of a power or duty that has been entrusted to another.

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113 An agent may affect the rights of his principal in various degrees of detriment to the principal. Obviously, as a matter of principle and policy, an agent who has the potential power to cause greater damage to his principal’s interest should be held to a higher degree of accountability. In the present case, the SC’s power to sell the Property collectively is a strong power as it may result in the objecting subsidiary proprietors losing their units without their consent (in exchange for compensation which may not be their preferred right). The objecting subsidiary proprietors (who may have objected to the appointment of the SC) are invariably placed in a vulnerable position as the SC usually comprises the very same consenting subsidiary proprietors whose objective is to sell the property contrary to the wishes of the objectors. There would naturally be an in-built inclination (or bias) on the part of an SC to sell rather than not to sell. The need for the imposition of high standards of accountability and conduct upon an SC vis-à-vis not only the consenting, but also the objecting, subsidiary proprietors is therefore even more pressing than in the case of ordinary common law agency.
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123 ...... The present case is one where, in so far as the SC is concerned, it represents the interests of all subsidiary proprietors and therefore it must exercise the power of sale granted to it in the same way as a trustee of his power of sale. The SC is a neutral agent, even though its members are, to an extent, entitled to have regard to their own personal interests in the collective sale. Similarly, a trustee may also be a beneficiary of the trust property but, in selling it under his power of sale, he must act in the interest of the whole body of beneficiaries.
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124      In our view, in the context of the collective sale regime under the LTSA, the SC’s duties qua agent, fiduciary and trustee of the power of sale include, inter alia: (a) the duty of loyalty or fidelity; (b) the duty of even-handedness; (c) the duty to avoid any conflict of interest; (d) the duty to make full disclosure of relevant information; and (e) the duty to act with conscientiousness

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134....As, under s 84A(9)(a)(i) of the LTSA, the price of the collective sale is an ingredient of good faith in the transaction, the SC must act with conscientiousness to obtain the best price reasonably obtainable for the property – in short, to behave as a prudent owner would.

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138 It is important to note that these proscriptive duties are targeted against potential (not merely actual) conflict. A fiduciary should not even contemplate procuring a personal advantage, let alone secure one. The law has thus focused essentially on whether the performance of a duty by the fiduciary may be influenced or tainted by a conflict of interest. As it is virtually impossible to know what considerations have gone into an act or a decision of the fiduciary, the law sensibly does not require proof of an actual conflict of interest where such an allegation is made (see [142] below). The law only requires that there is a reasonable perception of a conflict of interest arising, since it is impossible to conduct an inquiry into the subjective motives which influenced a fiduciary’s conduct to determine whether a genuine conflict of interest occurred.

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147 The fiduciary must disclose the personal interest as soon as a possible conflict arises, or as soon after as practicable. An “interest” may be constituted by “the presence of some personal concern of possible significant pecuniary value in a decision taken, or transaction effected, by a fiduciary”

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152 In our view, an SC member who acquires additional units in the strata development (especially if they are financed by bank loans) before or after he becomes a member of the SC must disclose such interest to all the subsidiary proprietors including the objecting owners.

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154 The duty to obtain the best price arises out of the SC’s duty to act conscientiously as well as to act even-handedly in the collective interest of all the subsidiary proprietors. The duty to obtain the best sale price is particularly crucial for the objecting subsidiary proprietors

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156 There may be situations where the adage “a bird in the hand is worth two in the bush” holds true. An SC’s duty to obtain the best price is counterbalanced by its overarching mandate, which is to bring about a collective sale (see [104]–[107] above). However, the SC must consider in each case whether there is an urgent need to sell the property at the offered price (and under the other terms of sale) in the prevailing market conditions. This is a challenging duty but a necessary judgment call for an SC to make in each instance. But, first and foremost, it must take the necessary steps to ensure that the best price is being offered for the development. In our view, to do that, it must take the steps which we will now describe.
(A) INCREASING THE PROSPECTS OF OBTAINING THE BEST PRICE
157 In order to increase the prospects of obtaining the best price for the property, an SC qua prudent owner ought to exercise due diligence in appointing a competent property agent to market the property and negotiate with potential purchasers. An SC ought to market (through the property agent) the property for a reasonable period of time to the largest number of potential purchasers in order to create the widest catchment of offers.
158 The SC should follow up on all expressions of interest and offers that result from its marketing efforts. It should carry out sufficient investigations and due diligence to determine their genuineness, and not ignore them merely on the basis of its own perception or judgment.159 Where reasonable, it should try and create competition between interested purchasers so as to obtain the best sale price, for instance by alerting a potential purchaser to the existence of other expressions of interest or offers (at the same or higher price) for the property.

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160 An SC must take care to inform itself of matters relevant to the decision to sell the property and take advice from appropriate experts on when and at what price to sell the property

Although trustees may take the advice of a valuer they cannot simply delegate their duty to him, e.g. by agreeing to sell to a purchaser at a price to be fixed by a third party such as a valuer. The valuer might be shown to be unreliable or biased, e.g. acted also for the purchaser and negotiated the resale of the property before the completion at a much higher price. The effects of inflation and the erratic and sudden movements in the market are matters that trustees must most carefully consider in these times.

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163 The SC should certainly not settle for the reserve price or market value of the property, if there is a reasonable basis to believe (ie, with the benefit of independent expert advice) that a better price may be obtained within a reasonable time frame in the future. The SC has to choose the most propitious timing for the sale of the property for this purpose. It should ordinarily wait on a rising market or for a falling market to recover (ie, again with the benefit of independent expert advice).
164 Prior to making its final decision to sell the property, an SC, in discharging its duty of fidelity, should also ensure that any personal interests on the part of its members which might possibly conflict with its duty to obtain the best sale price have been fully disclosed to all subsidiary proprietors. Full disclosure in the context of an SC member acquiring another property would include the terms of the sale and any existing loan arrangements. Indeed, given that such conflicts should be disclosed as soon as practicable (see [147] above), any such pre-existing interests should be disclosed to the other members of the SC and all the other subsidiary proprietors prior to the appointment of the member having the interest, and conflicts that arise after appointment ought to be disclosed well before the SC makes a decision to sell the property.

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166 Finally, whenever there is reasonable doubt as to the proper course to adopt, the SC ought to seek fresh instructions or guidance from the consenting subsidiary proprietors from whom it draws its mandate. It is true that the LTSA and most collective sale agreements do not contain any specific provision requiring an SC to obtain approval from the consenting subsidiary proprietors of the sale price before the SC issues an option to the potential purchaser (para 7(1)(g) of the Third Schedule to the LTSA provides that an SC shall convene a general meeting for the purposes of considering the terms and conditions of the sale and purchase agreement, but para 7(4) states that this need only be convened after the close of a public tender or auction or after the SC has entered into a private contract for sale). However, an SC’s duty to consult with the consenting subsidiary proprietors arises out of its fiduciary obligations, independently of its contractual obligations (see [109] above).

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167 An SC cannot rely on a mechanistic or literal compliance with its statutory and contractual obligations to escape indictment for breach of its obligations as fiduciary of the subsidiary proprietors. The first principle is that an SC has to work for the benefit of all the subsidiary proprietors. This will no doubt involve going beyond just paying lip service to the relevant procedural rules under the LTSA and its mandate under the collective sale agreement. Indeed, in evaluating the conduct of an SC, the contextual conditions in which the power of sale is exercised is everything.

Financial loss & Shortfall

This post's original date is 2008 during Enbloc Round 1

• The CPF has a myriad of rules regarding the refund of monies to a member's CPF account after the sale of his property. Please refer to the CPF website for up to date information. 
• The rules changed for member who are above 55 yrs on  01/01/2013
• Seller Stamp Duty also changed

Please note: the following does not constitute financial advice to anyone who reads it. If you need financial advice, please seek expert opinion This is a BLOG, not an official site and I am a mere armchair blogger. THE FOLLOWING IS MY UNDERSTANDING AND ANALYSIS ONLY AND MAY BE ERRONEOUS.

Am I in Financial Loss?

If you think you will suffer from financial loss it is best not to sign the CSA. Remain a minority ( keep control of all your rights) and put in an objection to the STB to have your loss covered. It's no big deal - you bring in all your financial details, they will go through them and direct the SC to cover your losses. At no point do you have to sign the CSA to have your financial loss covered.
The financial loss issue is quite straightforward and the very limited deductions (4 only) are written in the LTSA (Fourth Schedule). Start with the Enbloc Sale proceeds then deduct the four allowable deductions from the Fourth Schedule; and if you end up in the negative then you are in financial loss. In Enbloc Rd1, the enbloc lawyer gave a deadline to sign for financial loss coverage. You did not need to sign, it was just a ploy to get more signatures. 

According to the FOURTH SCHEDULE the deductions allowable for the determination of financial loss are:

1. Stamp duty paid on the purchase of the lot or flat. 

2. Legal fees paid in relation to the purchase of the lot or flat. 

3. Costs related to the privatisation of any designated land as defined in section 126A.
4. Costs incurred pursuant to the collective sale which are to be shared by all subsidiary proprietors or proprietors as provided under the collective sale agreement.

Do you need to pay sellers stamp duty?
Visit the IRAS website 

5.  How do I know if the seller is liable to pay SSD?

If the seller has bought the residential property on or after 20 February 2010 and sold it within a short duration of up to 4 years from the date of purchase, there is a chance that he may have to pay SSD.  In the process of conveyancing, your lawyer may check with the seller's lawyer or make a search on the property to ascertain the date of purchase by the seller.  Whether the seller is liable for SSD and the amount of SSD payable would depend on the date of purchase and the date of sale. 

Will I suffer a Shortfall?

AN OWNER CAN BE IN FINANCIAL LOSS YET NOT SUFFER A SHORTFALL.
AN OWNER CAN HAVE A SHORTFALL AND NOT BE IN FINANCIAL LOSS.
AN OWNER CAN BE IN BOTH FINANCIAL LOSS AND SUFFER A SHORTFALL.

Case 1: Bank is first charge / CPF is second charge (for units bought from 1996 onwards)

The Bank discharge will be repaid in full from the sales proceeds. The CPF discharge will be paid from the remaining sales proceeds. If you are still outstanding to the CPF it doesn't matter; as the CPF Board will waive the outstanding amount. This is your own personal loss but it is not considered financial loss under LTSA. No point complaining to the STB, as this matter was dealt with in the Waterfront View collective sale. The CPF waive was accepted by the High Court -though it was never tested at the Appellate Court and is therefore still open to appeal. 

So, with the sales proceeds depleted, you have to pay the Costs & Expenses of the sale in cash. The Purchaser will also want to hold on to 5% of your proceeds until you vacate your unit. With no spare proceeds to hold back, this too will have to be in cash. 

If there are further complications like an owner taking out  a second mortgage on the home etc then really, I have no idea  - and it is always best to seek independent advice on the matter.

Case 2: CPF is first charge / Bank is second charge ( possible for units bought pre-1996)

The same as in Case 1 but the bank will not be so 'kind' as to waive outstanding amounts. They will demand full payment.

THERE SHOULD BE NO FINANCIAL LOSS OR SHORTFALL IN A COLLECTIVE SALE. IF THERE IS THEN THE RESERVE PRICE / SALE PRICE IS SET TOO LOW. 

Incentive Payments

WARNING: OLD POST (before Thomson View High Court case Decision 2016)

Since 'conditional signing' has been unmasked, I believe there will be a change in language form now on. Instead of conditional signing, perhaps there will be 'supplemental agreement' or some other new terminology which will be employed to continue the practice under a different guise. 

Conditional signers are owners who sign for a different minimum selling price  than that stated in the CSA, or they may sign the CSA with the condition that they get a top up sum from somewhere; as can be seen from the following excerpt of a seminal High Court Case on the matter. In this instance all owners received the higher sum and so the judge approved the sale:-

Rainbow Gardens High Court Decision (30 May 2009).

Third issue: The CSA was not signed by subsidiary proprietors holding at least 80% of the share value of RG.

62 Clause 14(b)(i) of the CSA had stipulated that the MSP [Minimum Selling Price] was not to be less than S$68.5 million. The close of an EOI exercise was on 18 April 2007 and it was learned then that Premier’s offer of $76.8 million was the highest. The Conditional SPs then signed the CSA and inserted a condition that their signatures would not be valid if the MSP was lower than $76.8 million. [Minority Lawyer] submitted that as this was a different sum from the MSP stipulated under clause 14(b)(i), the Conditional SPs had not agreed with all the terms of the CSA..

63 [Minority lawyer]also submitted that although clause 14(b)(ii) of the CSA had stated that the SC might raise the MSP without seeking the consent of those who had signed the CSA, the SC was required under that provision to notify the Majority of the decision to raise the MSP by a written notice. The SC did not do this until late July 2007, just before the Application was submitted..

Decision:

65 As for any breach to notify the others who had signed the CSA about the higher revision of the MSP, [majority lawyer] submitted that it was for the other signatories to complain about such a breach.

66 In Liu Chee Ming v Loo-Lim Shirley [2008] 2 SLR 764 (“Liu Chee Ming”), I had said at [50]: The appellants were not parties to the CSA even though eventually, by virtue of the decision of the Board, they were bound by its terms. Accordingly, their complaint about a breach of cl 6.1.1 was from the angle that such a breach established an absence of good faith. The vendors who had signed the CSA were not opposing the application to the Board.

67 Understandably, none of the other signatories had objected to any breach of clause 14(b)(ii). They had obtained a price higher than the MSP stipulated in clause 14(b)(i). However, Mr Liew’s argument was that there was no consensus ad idem among all the Majority at the relevant time. Looking at clause 14(b)(ii) in a common-sensical way, I was of the view that there would be consensus ad idem if the SC did not object to the condition, which was the case. The MSP had been effectively raised to $76.8 million. This condition was met. The notification to the others was an additional step that should have been taken but the omission to do so did not vitiate the CSA as between all the Majority.

68 Hence, I was of the view that by the time the Application was made (on or about 3 August 2007), the requisite percentage of share value had been obtained.

See * at end of post

At what point in the sale can conditional signers sign on?

Anytime. As can be seen in Rainbow Gardens above, they signed on only after the Expression of Interest  exercise - because the marketing agent was able to do and EOI without having the requisite 80%. Also the 80% only applies at the time of application for sale at the STB and not at point of sale.  

So, when the SC announce that they have reached the initial milestone of 80%, you have to wonder how many of them are actually only conditional signers?

Are conditional signers subsequently dropped if their desired selling price is not achieved?

They can be, if there is no 'party' to pay for their top up.  But they did serve a useful purpose to the collective sale by helping the MA/SC reach the initial target 80%. This first 80% is necessary in order to embark on stage 2 - go for sale. They can always add more people to make up for the shortfall and present a new 80% at the STB.   They must seek legal advice though on what there position will be UNDER THE LAW. They may not be 'majority' anymore, but do they revert to being  'minority' with full minority rights? Or are they in legal limbo? These are legal questions that should be asked in advance.

What if there is a 'party' to pay for their top up?

Well, lets look at an actual example of a unit that signed conditionally. This is the conditional page which is not the same as the execution page which they also signed :

Note how if the 'party' agrees in writing to top up the their sale proceeds to their target price, then their Agreement to the CSA is valid - and unconditional... and I think that means hidden and unrecorded! There are legal ways to get around anything, and if such things happened in the past (and they certainly did) the new ways will be a tad more sophisticated.


Maybe there will be a clause in the CSA saying the owners agree to the Purchaser entering into Agreements with individual units, well, that would be a case of hiding in plain sight.

Maybe the lawyer will take care of the CSA Agreement and the MA will take care of the 'top-ups'. The left hand need not know what the right hand is doing, correct?  

Who can the 'party' be?

Other owners? (unlikely), the MA? (too greedy),  I'd say most probably the Purchaser.

Can  payments  be made to the objecting minority by the  developer-buyer?

According to the Regent Garden Condominium High Court Decision, yes.
In the Regent Garden case,  6 minority owners were paid an additional sum AFTER the 80% had been achieved in order for them to withdraw their objections to the sale at the STB). The Court of Appeal (28 May 2009) ruled that such inducements were legal.

So, if they are a threat of some kind to the sale not being approved, or if it is cheaper to pay off a few minority to withdraw their objections  rather than all owners, or simply to expedite the sale.

Regent Garden Condominium
Chua Choon Cheng and Others v Allgreen Properties Ltd and Another Appeal[2009] SGCA 21
90 Allgreen has not breached any express or implied terms in the CSA or SPA by giving the Additional Payments to the Minority Owners. The SC sowed the seeds of their present unhappy predicament when, to save a mere sum of $11,000, it made a deliberate decision not to accurately ascertain the development baseline of the Property. While one should be slow to take issue with their decision by coldly equating hindsight with foresight, the stubborn facts that cannot be lightly erased are that, acting in the interests of the Majority Owners, the SC, firstly, inappropriately opted to save costs and then, secondly, preferred the comfort of having the certainty of a binding contract with Allgreen to the uncertainty of re-negotiating the Sale Price upon the ascertainment of the actual development baseline. Since they opted to seize and keep the proverbial bird in the hand, it is only just that they cannot now be allowed to complain that the bird is not what they thought it was. While we can understand the appellants’ dismay in relation to how events have unhappily conspired against them, that is not in itself a basis for implying novel new terms in fact or in law into the Agreements. The present circumstances have without doubt been precipitated largely by their own deliberate conduct.
91 We acknowledge that the practice of some developers in making direct payments to minority owners to secure their consent can be potentially divisive and may even sometimes be ethically challenging. This, nevertheless, does not mean that the law, as it now stands, prohibits such incentive payments. The Act itself, while comprehensively dealing with a host of contractual issues, plainly does not proscribe such payments. It is also probable, that not infrequently, the majority owners will have no real complaints about such payments, as their overriding interest will be in ensuring that the collective sale is successful (and to collect the sale proceeds early) rather than to quibble about incentive payments made on the sidelines."

THE EXECUTION PAGE OF THE CSA

The execution page of the CSA is a very important page in the  document. Since you are signing away your home, you life's work, your most precious asset, it is important that this page be drafted well. Because this is a collective sale, extra safeguards should be inserted so owners feel secure that everyone is 'signing on the same page, and signing for exactly the same as their neighbours.'.

There are a few pitfalls to look out for here.

Because the new rules state that the signing of the CSA must be witnessed by the en bloc lawyer and dated accordingly, this puts a spanner in the works of a previous favored practice of leaving the date of signature blank. To get around this annoying legal requirement, new tricks may be employed.
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The execution page is oversimplified

The page may have just the name, address and signature of the owner(s), and the name of the witness and date of execution.

• NO WHERE ON THE PAGE WILL IT STATE WHAT IT IS THE OWNERS ARE ACTUALLY SIGNING FOR. 
• NO MENTION of reserve price,  
• NO MENTION of the method of apportionment.  
• So, even if there are 480 of such like pages there is nothing to show that they have all signed for the same RP.

A pro-owner execution page should not leave anything to chance. The execution page forms the last page of a stapled agreement and it can be removed, switched or added to by less than scrupulous persons.

Therefore, to safeguard against abuse, here is what I propose an Execution page of an Agreement should cover ON A SINGLE PAGE ONLY:

1. Agreed Reserve Price written in words and Method of Apportionment
2. Full name and IC number of Signatories and their Signatures
3. Blk and Unit numbers 
4. Correspondence address
5. Telephone and Email addresses
6. Full name and Signature of Legal witness
7. Legal stamp
8. Date & Place of execution
9. Date of Rescission (if any)
10. Special conditions (if any)

A copy of his/her signed Agreement to be given to the signatory immediately upon signing.
Copies of the signed execution pages of the Agreement (including those who have rescinded during the 5 day period) and any Notices of rescission to be given to the Sale Committee every 4 weeks (at the same time the Notices are put on the board).

All owners in the estate should be allowed to view these signed execution pages and notices of rescission at the MCST office at any time, and be given a complete list of the Blk, Unit numbers, names of Signatories and date of signing upon request .