ModelPropSingapore (Book)

Singapore
by Prof. Sook Yee Tan

and
Hans Tjio
This text is up to date as of May 1998
2000 Kluwer Law International The Hague London Boston

Property and Trust Law (February 2000)
Singapore 1
The Authors
Tan Sook Yee B.A. (Mod) Trinity College Dublin, LL.B. Trinity College Dublin, Barrister Middle Temple and Advocate and Solicitor of the Supreme Court Singapore, Associate Professor at the National University of Singapore, Faculty of Law was Dean of the Faculty of Law, National University of Singapore from 1980 to 1987. She has taught Land Law and Equity and Trusts for many years and has written extensively on these subjects, including two books, Principles of Singapore Land Law and Private Ownership of Public Housing in Singapore. She is currently a member of the Strata Titles Board and the Tenants Compensation Board. Hans Tjio B.A. (Hons) Cambridge, UK; LL.M. Harvard, USA, Barrister (Middle Temple) and Advocate and Solicitor of the Supreme Court Singapore, Senior Lecturer and Sub-Dean at the Faculty of Law, National University of Singapore. He has taught at the Faculty of Law, National University of Singapore since 1990 in areas such as banking, company, commercial and contract law, and equity and trusts. He has also published in local and overseas journals, including the Law Quarterly Review and Journal of Business Law.
Singapore 3
The Authors
4 Singapore
Table of Contents
The Authors Table of Contents List of Abbreviations General Introduction

1. General Background I. Geography, History and Climate II. Cultural Composition III. Political System 2. Legal Background of the Country I. Constitutional Framework II. Parliament and Legislative Process III. Common Law and Judicial Process IV. Executive Powers and Administrative Law 3. Introduction to the Law of Property and Trust I. Historical Origins and Evolution II. Concept of Ownership A. Unity and Fragmentation B. Immovable and Real Property C. Movable and Personal Property III. Trust and Fiduciary Mechanisms A. Trusts and Equitable Interests B. Fiduciaries IV. Possession and Title
3 5 13 15 15 15 16 16 17 17 18 19 20 21 21 23 23 25 26 27 27 28 29 31 33 33 33 34 Singapore 5
Selected Bibliography Part I. Immovable Property and Real Property

Chapter 1. General Classication 1. Classication 2. Land and Fixtures
Table of Contents 3. State Lands I. State Lands and State Leases II. Grants in Fee Simple III. Reversion to State Chapter 2. Legal and Equitable Interests Chapter 3. Registration Systems 1. Registration of Deeds I. In General II. Reasons for Registration A. Admissibility as Evidence of Title B. Priority III. Problems 2. Land Titles Act I. Bringing Land under the Land Titles Act II. Qualied Titles III. Effect of Registration IV. Indefeasible Title A. Assurance Fund B. Overriding Interests C. Exceptions V. Unregistered Interests and Caveats Chapter 4. Limited Interests 1. Leases I. Kinds of Leases A. Fixed Term Lease B. Periodic Lease C. Tenancy by Estoppel D. Reversionary Lease II. Requirements for Validity A. Exclusive Possession B. Certainty of Duration C. Formalities III. Assignment and Sublease A. Assignment B. Sublease IV. Determination of Leases A. Expiration of Term B. Notice to Quit C. Surrender D. Merger E. Frustration F. Forfeiture 6 Singapore 34 34 35 35 37 40 40 40 40 40 41 42 42 42 43 43 44 44 44 44 45 47 47 47 47 48 48 48 49 49 49 50 50 50 51 51 51 52 52 52 53 53
Table of Contents V. Rights of Landlord and Tenant A. Implied Terms 1. By the Landlord 2. By the Tenant B. Usual Covenants C. Other Commonly Expressed Covenants VI. Remedies for Breach of Covenant A. Damages B. Forfeiture C. Distress VII. Covenants and Successors in Title 2. Licences I. Nature and Types of Licences II. Distinction Between a Licence and a Lease III. Rights of Licensees A. Gratuitous Licence B. License Coupled with a Grant C. Contractual Licence D. Licence Coupled with an Equity 3. Easements I. Easement Distinguished from Other Rights II. Characteristics of an Easement III. Under General Law A. Acquisition of Easements B. Extinguishment of Easements IV. Under the Land Titles Act A. Acquisition of Easements B. Extinguishment of Easements V. Prots a Prendre 4. Restrictive Covenants I. At General Law A. Running of the Burden B. Annexation of the Benet C. Discharge of Restrictive Covenants II. Under the Land Titles Act A. Running of Burden B. Annexation of Benet C. Discharge III. Remedies for Breach of Restrictive Covenant Chapter 5. Security Interests 53 53 53 54 54 54 55 55 55 55 56 56 56 57 58 58 58 58 58 59 59 60 61 61 62 62 62 63 64 64 64 64 65 66 66 66 67 67 67 68
Singapore 7
Table of Contents Chapter 6. Joint Ownership 1. Joint Ownership of Immovable Property I. In General A. Joint Tenancy B. Tenancy in Common C. Termination of Co-ownership II. Co-ownership Applied to Apartment Buildings A. In General B. Strata Title Plan C. Management Corporation D. Maintenance and Sinking Funds E. Meetings F. Rights and Liabilities of Management Corporation Re Common Property G. By-laws H. Rights and Obligations of Subsidiary Proprietors I. Termination of the Strata Title Plan 2. Joint Ownership of Movable Property Chapter 7. Persons Who May Own Interests in Land 1. General I. Infants II. Mentally Disordered Persons III. Societies IV. Partnerships V. Married Women 2. Under the Residential Property Act Chapter 8. Planning and Development 1. 2. 3. 4. Under the Planning Act Land Acquisition De-control of Rent Control Premises Statutory Authorities Involved in Development I. Urban Redevelopment Authority II. Housing and Development Board III. Jurong Town Corporation IV. The Preservation of Monument Board 70 70 70 70 71 72 73 73 74 75 76 76 76 77 78 79 80 81 81 81 81 81 82 82 82 85 85 86 86 87 87 87 87 88 89 89 89 89 90 91 91
Chapter 9. Public Housing 1. Housing and Development Board I. General II. Home Ownership Policy A. Eligibility B. Rights and Obligations of Owners III. Management of Common Property 8 Singapore
Table of Contents 2. Middle Income Public Housing I. Housing and Urban Development Corporation II. Executive Condominium Housing Scheme 92 92 93 95 95 95 95 95 96 97 97 98 98 100 100 100 101 101 102 103 104 105 105 105 105 105 107 107 108 109 109 109 110
Part II. Movable Property and Personal Property/Chattels

Chapter 1. General Classication 1. Tangible Movable Property and Choses in Possession 2. Intangible Movable Property and Choses in Action I. General II. Documentary Intangibles 3. Funds I. Money II. Mixed Funds or Assets 4. Chattels Real Chapter 2. Legal Interests 1. 2. 3. 4. 5. Ownership and Possession Sanctity of Legal Interests Special Property Bailment Co-ownership
Chapter 3. Equitable Interests Chapter 4. Security Interests
Part III. Acquisition of Property Rights

Chapter 1. Transfer of Property by Contract INTER VIVOS 1. Importance of Ownership 2. Land I. Sale by Non-developers II. Sale of Units by Developers in Developments for Residential and Commercial Purposes A. Residential Developments B. Commercial Developments 3. Tangible Property: Chattels I. General II. Specic Goods III. Unascertained Goods
Singapore 9
Table of Contents Chapter 2. Transfer of Property by Death 1. Law Applicable to Adherents of the Muslim Faith 2. In General I. By Will II. Intestate Succession III. By Nomination IV. Right of Survivorship V. Donatio Mortis Causa 3. Personal Representatives I. Executors II. Administrators III. Estate Duty Chapter 3. Possession 1. General 2. Constructive Possession 3. Finding Chapter 4. Gifts 1. General 2. Delivery Chapter 5. Accession 1. Land 2. Chattels Chapter 6. Expropriation 1. Compulsory Acquisition of Land I. Purposes for Acquisition II. Compensation III. Appeal IV. Vesting of Title in State 2. Other Forms of Expropriation Chapter 7. Insolvency 111 111 111 111 111 112 112 112 113 113 113 114 115 115 115 116 117 117 117 118 118 118 119 119 119 119 120 120 120 122 123 123 123 124
Part IV. Trust and Fiduciary Mechanism

Chapter 1. Administration of Property/Trusts 1. General 2. Resulting Trust 10 Singapore
Table of Contents 3. Express Trusts I. Certainty II. Discretionary Trusts III. Constitution Chapter 2. Trusts Arising by Operation of Law 1. Constructive Trust I. Prevention of Fraud or Unconscionable Conduct II. Breach of Fiduciary Duty III. Constructive Trusteeship 124 125 125 126 127 127 127 128 129 131 131 131 131 132 132 132 132 133 133 134 134 135 135 135 135 135 136 136 136 136 137 137 138 139 139 140 140 140 141 Singapore 11
Part V. Security
Chapter 1. Securities in Immovable Property 1. Liens and Charges I. Under General Law II. Under the Land Titles Act 2. Mortgages I. Under General Law A. Formalities B. Equity of Redemption C. Mortgagees Remedies D. Discharge of Mortgages II. Under the Land Titles Act III. Priority of Mortgages and Charges A. Under General Law B. Under the Land Titles Act IV. Transfers of Mortgages and Sub-mortgages V. Reverse Mortgages Chapter 2. Securities in Movable Property 1. General I. Rationale for Security II. Types of Security 2. Charges I. General II. Charge over Ones Own Indebtedness III. Registration and the Perfection of Security A. Individuals B. Companies IV. Floating Charge A. Conceptual Basis B. Characteristics
Table of Contents C. Fixed or Floating? D. Priority of the Floating Charge V. Negative Pledge 3. Pledge I. General II. Creation of a Valid Pledge III. Usual Settings for Pledges IV. Attornment V. Registration VI. Continuance of Pledge VII. Trust Receipts and Letters of Hypothecation 4. Quasi-security I. General II. Retention of Title III. Direct Payments IV. Flawed Asset and Netting (Set-off ) Arrangements V. Quistclose Trust 5. Assignments of Choses in Action I. General II. Statutory Assignments III. Assignment in Equity IV. Unassignable Choses in Action V. Subject to Equities VI. Priorities 141 142 143 143 143 144 145 145 146 146 146 147 147 147 148 148 149 149 149 150 151 153 153 154 155
Index
12 Singapore
List of Abbreviations
AC All ER Cap. CLR Ch/Ch D Conv. DLR ER FMSLR KB Ky. LQR MLJ Mal. LR Modern LR QB/QBD SAc.LJ SJICL SJLS SLR SSLR WLR
Appeal Cases All England Law Reports Chapter in the Singapore Statutes Commonwealth Law Reports Reports of the Chancery Division Conveyancer Dominion Law Reports English Reports Federated Malay States Law Reports Reports of the Kings Bench Division Kyshe Reports Law Quarterly Review Malayan Law Journal Malayan Law Review Modern Law Review Reports of the Queens Bench Division Singapore Academy of Law Journal Singapore Journal of International and Comparative Law Singapore Journal of Legal Studies Singapore Law Reports Straits Settlements Law Reports Weekly Law Reports
Singapore 13
List of Abbreviations
14 Singapore
13
General Introduction
1. General Background1 I. Geography, History and Climate 1. Singapore is a tiny Southeast Asian city-state of only 648 km2, with a total population of about 3 million citizens and permanent residents, giving an average population density of 4,630 inhabitants per km2 living in a 100 per cent urban environment. The country consists of one main island and about 60 other much smaller ones. Most of the population lives on the main island of Singapore which lies at the southern end of the Malay Peninsula, at the very southern-most point of the European-Asian continent. To the south lies its giant neighbour Indonesia, and to its north is Malaysia, with which country Singapore shares a great part of its history. Inhabited possibly as early as the 3rd century, Singapore acquired its present name (which means Lion City) by the end of the 14th century. In 1819, the British claimed possession of Singapore as a colonial trading post.
1. This section and the one that follows immediately is an amended version reproduced from Medical Law by Terry Kaan International Encyclopaedia of Laws (Singapore).
2. Except for the Japanese Occupation of the city from 1942 to 1945, Singapore remained under British rule until self-government was granted by the British in 1959. Four years later, the British relinquished all remaining claims to Singapore when it voluntarily entered into a federal union with the states of the then Federation of Malaya, and two other British territories in Borneo to form the new Federation of Malaysia. This merger with Malaysia was, however, to last for only two years. As a result of unresolved political tensions, Malaysia and Singapore decided to go their own separate ways, and Singapore became an independent sovereign republic on 9 August 1965. A month later, Singapore was admitted to the United Nations as a Member State in its own right. This constitutional devolution from Malaysia was achieved peacefully, and with the agreement of the Malaysian federal government, with which it retains close and cordial relations, both bilaterally and in the context of the regional grouping, the Association of South East Asian Nations (ASEAN). 3. Situated only about 137 km from the equator, Singapore is in the equatorial rain forest climatic zone, and enjoys constant tropical climate conditions the year
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General Introduction, General Background
round, with high levels of rainfall (2,300 mm annually) and average daily temperature varying little from 26C: the daily variation between 24C and 31C is greater than the annual variation.
II. Cultural Composition 4. Singapore is an atypical Asian country on many counts: its tiny size, its population density, its wholly urban environment, its high level of economic and social development, but most of all, the diversity of its peoples, races, cultures and religions. The great majority of its inhabitants are descendants of immigrants from other Asian lands who came to Singapore during British colonial rule. The result is a country which is ethnically and culturally very diverse. About 77 per cent of the population is of Chinese descent, 14 per cent of Malay or Indonesian descent, 7 per cent of Indian descent and the remaining 2 per cent of other ethnic groups. Most of the ethnic groups in Singapore retain to a large degree their cultural heritage (including their native languages), helped by the government policy of encouraging Singaporeans to retain their cultural roots and languages. 5. The country has four national languages: Mandarin (Chinese), Malay, Tamil and English. The language of law, government and public life is English. The literacy rate for men is about 96 per cent, and about 87 per cent for women. All school children receive their education primarily in English, but are also required to study their mother tongue under the long-standing government policy of bilingualism. Given the degree of cultural and ethnic diversity, it is not surprising that there is also a high degree of diversity in the religions practised by its inhabitants: more than half (54 per cent) of Singaporeans subscribe to either Buddhism or Taoism (or both), 15 per cent are of the Islamic faith, 13 per cent are Christians, 3 per cent are Hindus, with about 0.5 per cent being adherents of other faiths such as Judaism. A signicant proportion of the population (14.5 per cent) profess to having no religion at all. This diversity of the population is signicant from the perspective of the formulation of many policies and laws, as laws have to accommodate the beliefs and values of diverse cultures and religions.
III. Political System 6. In common with many members of the British Commonwealth of Nations (now simply the Commonwealth) which achieved independence from Britain between the 1950s to the 1970s, Singapore inherited a written Constitution of the Westminster model, which establishes the structure of government and legal authority, and of the organs of state. It provides for the division of the organs of state into the President and Parliament, the Executive and the Judiciary. This written Constitution is the supreme law of the Republic of Singapore, and further provides that any inconsistent law enacted by the legislature after the coming into force of the Constitution should be void to the extent of the inconsistency. 16 Singapore
Legal Background of the Country, General Introduction
711
7. In general, the constitutional framework ordained by the Constitution bears many points of resemblance to its unwritten British model, with a democratic system of government centred about the free election through universal adult suffrage of members to an unicameral Parliament which is the sole legislature. Following a constitutional amendment in 1991, the ofce of the elected President (who is the Head of State) was introduced, so that Singapore citizens now vote for their members of Parliament and for the President in separate elections. 8. The assent of the elected President is required for the passage of certain measures by Parliament, but otherwise the legislative powers and functions of the state is largely in the hands of Parliament. As in the British model, the Executive branch comprises the Prime Minister and his Cabinet. By the terms of the Constitution, the President is to appoint as Prime Minister a Member of Parliament who in his judgement is likely to command the condence of the majority of the Members of Parliament. The members of the Prime Ministers Cabinet are then appointed by the President acting in accordance with the advice of the Prime Minister. 9. The life of each Parliament is for a maximum of ve years, after which fresh general elections must be held to elect a new Parliament. Since independence, the Peoples Action Party have been re-elected to power in every general election. The rst (and current) elected President, Mr. Ong Teng Cheong, was elected in 1993. Under the Constitution, all judicial power is vested in the Supreme Court and in such subordinate courts as may be provided by law. 2. Legal Background of the Country I. Constitutional Framework 10. The legal background of Singapore is unusually complex because of Singapores somewhat complex legal history during the colonial era. At various times, it has been governed from the Colonial Ofce in British India, and has been a part of the Straits Settlements (which linked various British possessions along the Straits of Malacca), Japanese occupied territory, British Military Administration territory, a British Crown Colony, a self-governing British dependency, a component state of the Federation of Malaysia, and nally a sovereign and independent republic. The Constitution itself is derived from the old pre-independence State constitution, the Federal Constitution of Malaysia and other constitutional documents, and was not issued in its current single-document form until 1979. 11. Except for the Japanese Occupation during World War II, every phase of Singapores legal history has left its mark on the countrys legal inheritance and contributed to its sources of laws. The Constitution recognizes as valid laws not only those laws enacted by the Singapore Parliament, but also any legislation of the United Kingdom or other enactment or instrument whatsoever which is in operation in Singapore and the common law in so far as it is in operation in Singapore and any custom or usage having the force of law in Singapore. Consequently,
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General Introduction, Legal Background of the Country
unlike in civil law countries, the source of law is not restricted primarily to the acts of the national legislature but encompasses a wide range of other sources of law, which are now discussed below. II. Parliament and Legislative Process 12. Currently, the primary body of written law in Singapore comprises the Acts of Parliament and the enactments, instruments, ordinances or other written law which were part of the formal body of colonial laws at the time of independence. All federal laws of the Federation of Malaysia which were in force at the time of Singapores separation from Malaysia in 1965 continue to apply, unless of course repealed. 13. Most regulatory Acts and other written laws vest the relevant Minister in charge with the power to make rules relating to the objects of the Act or other written law in question without the rules having to be approved directly by Parliament. Although these rules (known as subsidiary legislation) are formulated and laid down by the Executive branch of the government, they nonetheless have the status of written law under the Constitution as they are issued under the general authority of Parliament in the governing Act or other written law. These rules may also be changed or revoked without the consent of Parliament. 14. A large number of the current Acts of Parliament are statutory instruments (enactments, ordinances, instruments and the like) which were enacted by the colonial government before independence, and these continue in force as law unless they are repealed by Parliament. Few of them have been. One hallmark of the constitutional and legal system in Singapore has been its remarkable pragmatism, continuity and stability Singapore has in its current body of written law statutory instruments from every phase of its history except the Proclamations and Decrees issued by the Japanese Occupation Forces during World War II. 15. Apart from written laws made in or for Singapore, the Constitution also refers to legislation of the United Kingdom . . . which is in operation in Singapore as also forming part of the body of the written law of Singapore. Prior to 1993, there was some difculty in determining exactly what British legislation was covered under this provision. Firstly, English law statutes in force in England as at 1826 became part of the law of Singapore by virtue of the Second Charter of Justice which was issued in that year. In consequence, Singapore today retains some statutory provisions which have long since vanished in England. Secondly, by virtue of the Civil Law Act in its pre-1993 amendment form, it was provided that English law statutes relating to certain specied areas of law (notably banking, commercial and mercantile law) should have application to Singapore. The laws which were to be applicable were not specied by name, resulting in some uncertainty as to whether a given English statute applied in Singapore or not. In 1993, matters were considerably cleared up by the enactment of the Application of English Law Act 1993, which specied the English statutes having application in 18 Singapore
Legal Background of the Country, General Introduction
16 20
Singapore, as well as the necessary consequential amendments for their adoption to the local context.1
1. Cap. 7A 1994 Rev Ed.
16. Since the enactment of the Application of English Law Act in 1993 hardly any English statutes are applicable. Nonetheless, the continued (and continuing) reception of English law has had a signicance inuence on the shape of the development of the common law, which continues to be a primary source of property law in Singapore. III. Common Law and Judicial Process 17. Like most other member nations of the Commonwealth, Singapore has a common law legal system like its English parent and model. By this is meant that the courts not only apply written laws in deciding a case, but also the huge body of judicial precedents (previous decisions by courts in Singapore, England and other applicable jurisdictions) that constitute the body of the common law. In the common law tradition, legislation enacted by Parliament only provide for a general framework: the constitutional assumption is that it is for the courts to esh out this general framework into a more detailed one with each precedent that they set and add to the body of the common law. 18. Some very important and large areas of Singapore law lie almost entirely in the realm of common law, in that there is little or almost no governing legislation. Instead, the common law is the only law in such areas examples of such areas of law include the entire elds of contract law and tort law. Traditionally, in the absence of a local precedent on a given point of common law, the Singapore courts have looked to English common law: this approach had its basis not only in judicial custom, but also as a result of express provisions under the pre-1993 Civil Law Act and also by virtue of the 1826 Second Charter of Justice, both of which effectively provided that English common law was to be applied in Singapore as it was in England at the relevant time. 19. The position may now be different with the passage in 1993 of the Application of English Law Act, which has a consolidating effect on the application and reception of English law in Singapore. Firstly, the Act provides (in Section 3(1) ) that the common law of England . . . so far as it was part of the law of Singapore immediately before 12th November 1993, shall continue to be part of the law of Singapore. However, the Act goes on (in Section 3(2) ) to specify that after that date, English common law shall continue to be in force in Singapore so far as it is applicable to the circumstances of Singapore and its inhabitants and subject to such modications as those circumstances may require. 20. The net result of these provisions is that the Singapore courts are now expressly authorized to reject English common law precedents if they think that the
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General Introduction, Legal Background of the Country
English doctrines would be inappropriate for Singapore. In recent years, the Singapore courts have signalled a willingness to consider Canadian or Australian precedents instead of English ones. A recent signicant example in the eld of tort occurred when the highest court in Singapore, the Court of Appeal, expressly declined to follow English approach to the awarding of damages for defects in property causing pure economic loss in the case of RSP Architects Planners & Engineers v. Ocean Front Pte. Ltd. [1996] 1 SLR 113. Instead, the court drew on precedents established in Australia, New Zealand and Canada for its decision. 21. Under Article 93 of the Constitution, all judicial power in Singapore is vested in the Supreme Court and in such subordinate courts as may be provided for by law. There are basically two levels to the national court system. At the higher level is the Supreme Court, which consists of the High Court, and the Court of Appeal. The High Court has original jurisdiction (it is a court of rst instance) as well as appellate jurisdiction (it hears appeals from the Subordinate Courts) in both civil and criminal matters. The Court of Appeal hears appeals in both civil and criminal matters from the High Court, and is the highest court of appeal in the country. The High Court and the Court of Appeal have unlimited competence and jurisdiction. The High Court also exercises general supervisory and revisionary jurisdiction and powers over the Subordinate Courts. 22. The Subordinate Courts consists of the District Courts, Magistrate Courts, Juvenile Courts, Coroners Courts and Small Claims Tribunals. In civil matters, the District Courts are limited to hearing claims for sums not exceeding S$100,000 (about US$65,000), and the Magistrate Courts to claims not exceeding S$30,000 (about US$19,500), unless the parties to the action agree otherwise. Until recently, the highest court of appeal for civil matters was the Privy Council in England this route of appeal was repealed by the Judicial Committee (Repeal) Act 1994, leaving the Singapore Court of Appeal as the nal court of appeal in Singapore. IV. Executive Powers and Administrative Law 23. In the Westminster constitutional model, the Executive power of the state lies in the hands of the Prime Minister and his Cabinet. Ministers of the Cabinet are given charge of various ministries whose jurisdiction is delimited not by the legislation but by the Executive. The role of the Executive branch in the day-to-day regulation and supervision in Singapore is signicantly enhanced by the legislative practice of generally including in each Act of Parliament an empowering clause giving the relevant Minister the power to make rules and regulations for the achievement of the objects of the Act of Parliament in question. 24. These powers to frame rules and regulations are generally granted in broad terms, and the rules and regulations are known as subsidiary regulations and have the same force of law as the parent Act (known as the primary legislation). The enabling Acts generally provide for the subsidiary legislation to take effect simply by being gazetted or published in the required statutory form by the Minister. Such 20 Singapore
Introduction to the Law, General Introduction
25 27
subsidiary legislation generally esh out the regulatory framework or machinery broadly spelt out in the parent Acts. 3. Introduction to the Law of Property and Trust1 I. Historical Origins and Evolution 25. Singapore having been a colony of Great Britain from 1824 to 1959 is a common law country. The reception of English law is attributed to the Letters Patent issued on 27 November 1826 more commonly known as the Second Charter of Justice 1826. This established a system of courts in the then Straits Settlements of Penang, Singapore and Malacca with jurisdiction to hear and determine civil and criminal cases similar to that possessed by the English courts and to give and pass judgement according to justice and right in civil cases. This has been interpreted2 to mean that the law of England (common law and statutes) and equity as they stood on 27 November 1826 were part of the law of Singapore. The English law that was received was subject to modication by local legislation and custom.3 The reception of pre-1826 English law accounts for the land law in Singapore being based on the doctrines of estate and tenure.
1. For a fuller account of the reception of English law into Singapore see H. Chan, The Legal System of Singapore, 1995; G.W. Bartholomew, Introduction in Tables of the Written law of the Republic of: 18191971 Volume 1-Local Legislation Singapore. E. Srinivasagam (ed.) Law library University of Singapore, 1972. 2. Regina v. Willans (1858) 3 Ky. 16. 3. Yeap Cheng Neo and Ong Cheng Neo (1875) LR 6 PC 381.
26. Although it was established that the Second Charter of Justice only brought in pre-1826 English common law, statutes and equity nevertheless in practice post1826 English statutes continued to be applied in commercial matters because the local judges and lawyers were English trained. This was regularized by Section 6 Civil Law Ordinance 1878 which became Section 5 Civil Law Act.1 This provision directed the courts to apply the current English law in all mercantile issues unless there was local legislation on the matter. The section expressly excluded the application of English law relating to the tenure or conveyance or succession to any immovable property or any estate or interest therein. In addition to Section 5 Civil law Act sections incorporating current English law appeared in certain local statutes, e.g., Section 101(2) Bills of Exchange Act.2 Thus while in regard to commercial law which concerns personal property post-1826 English statutes were part of Singapore law, in regard to land this was not the case. No post-1826 English statute relating to land applied in Singapore. This was the position until the enactment of the Application of English Law Act in 1993.
1. Cap. 43 1988 Rev Ed. before the enactment of the Application of English law Act 1993. 2. Cap. 23 1985 Rev Ed.
27. The Application of English Law Act removed the uncertainty surrounding the question as to what English statute was still applicable. This was a particularly
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General Introduction, Introduction to the Law
vexing issue in regard to commercial law.1 In land law the irritation was having old archaic English statutes as part of the law when in England the statutory provisions had been modernized.2 The Application of English Law Act addressed these problems by: (i) repealing Section 5 Civil Law Act and stating clearly that no English statute was applicable except as provided in the Act itself, (ii) providing for the continued reception of English common law and equity as it stood on 12 November 1993, (iii) providing a list of English statutes that still form part of Singapore law,3 (iv) stating the extent of their applicability and (v) incorporating modernized versions of old English statutes that were applicable into existing local statutes.4 But although the Application of English Law Act has ended the automatic reception of English commercial statutes yet Singapore commercial law is very much based on English law since many of the local legislation are drawn from their English counterparts and in any event some of the English statutes formed part of Singapore law under the Application of English Law Act itself until they were re-enacted,5 with some modications, as local legislation. These factors combined with the continued reception of English common law and equity have the consequence that in commercial matters Singapore law generally reects English law.
1. Much has been written on this subject e.g. G.W. Bartholomew, The Singapore Statute Book (1984) 26 Mal LR 1, Chan Sek Keong, The Civil Law Ordinance Section 5(1): A Re-appraisal [1961] MLJ lvii; Soon and Phang, Reception of English Commercial Law in Singapore A Century of Uncertainty in The Common Law in Singapore and Malaysia, ed. Harding at pp. 34 70; Phang, Thereotocal Conundrums and Practical Solutions in Singapore Commercial Law: A Review and Application of Section 5 of the Civil Law Act (1988) 17 Anglo-Am L R 251. 2. E.g. the provisions of the Statute of Frauds were incorporated into the Law of Property Act 1925 England which was not applicable in Singapore. 3. These concern commercial law, e.g. Unfair Contract Terms Act 1977, Misrepresentation Act 1967, Sale of Goods Act 1979, Partnership Act 1890, Carriage of Goods by Sea Act 1992. Some of these have been re-enacted as Singapore Acts, e.g. Sale of Goods Act Cap. 393 1994 Rev Ed., Partnership Act Cap. 391 1994 Rev Ed. 4. Section 6bB Civil law Act Cap. 43 1994 Rev Ed. replaces Sections 7, 8, and 9 Statute of Frauds 1677. 5. E.g. Partnership Act Singapore Statutes Cap. 391 1994 Rev Ed., Unfair Contract Terms Act Cap. 396 1994 Rev Ed., Misrepresentation Act Singapore Statutes Cap. 390 1994 Rev Ed., Sale of Goods Act Cap. 393 1994 Rev Ed.
28. The continuous reception of English principles of equity from 1826 caused the whole body of trusts law and equitable remedies to be part of Singapore law. However as apart from commercial law English legislation enacted after 1826 did not apply, English statutes such as the Trustees Act 1925 and the Trustees Investments Act 1961, Charities Act 1960 are not applicable in Singapore. There are local statutes which in the main follow the English counterparts covering these topics.1
1. Trustees Act Cap. 337 Rev Ed., Charities Act Cap. 37 1985 Rev Ed.
29. Thus in regard to both immovable and movable property English law and equity form the basis of the law in Singapore. Generally the local statutes follow 22 Singapore
30 33
counterparts in England, e.g., the Sale of Goods Act1 and the Conveyancing and Law of Property Act.2 There is however one main exception in regard to land. Instead of following the English system of land registration, Singapore adopted the Torrens system which originated in New South Wales Australia. This is the Land Titles Act3 and its sister Act the Land Titles (Strata) Act.4 On this account case law from other jurisdictions which also have the Torrens system of land registration are of persuasive authority.
1. 2. 3. 4. Cap. Cap. Cap. Cap. 393 1994 Rev Ed. 61 1994 Rev Ed. 157 1994 Rev Ed. 158 1988 Rev Ed.
30. To sum up, the law in Singapore with regard to land and personal property is based on English common law and equity. Certain English statutes were part of the law of Singapore and after the enactment of the Application of English Law Act in 1993 those English statutes which are listed in the Second Schedule of the Act remain on our statute book, others have been incorporated into relevant local statutes. II. Concept of Ownership A. Unity and Fragmentation 31. Ownership is the term for rights which the law recognizes in the person who is called the owner of the object. The law protects the rights of the owner of the object, e.g., a car in regard to his rights of possession and exclusive user. The content of rights that make up ownership varies with whether the object owned is movable property or land. In regard to chattels there is absolute ownership. 32. In regard to land the object of rights is not directly the land itself but as estate in the land. This is feudal concept which is at the very root of land law. An individual owns an estate in fee simple, or an estate in perpetuity or a leasehold. The law protects with its trespassory rules the rights of the owner of these different periods of time in the land. All land belongs to the State which alienates parcels to individuals either in perpetuity under the State lands Act or by way of leases under the State Lands Act. Fee simple estates which were granted before 1902 still remain.1
1. See below Part I Chapter 1 General Classication.
33. Thus there are three types of estates in land in Singapore, viz., the fee simple estate, the estate in perpetuity and the leasehold. The rights of the owners of these estates vary. For example, the fee simple estate is not affected by the conditions and covenants set out in the State Lands Act1 as are the estate in perpetuity and the State lease. Nevertheless the owners of all these types of estates would have rights of (i) exclusive possession, (ii) transfer inter vivos and (iii) transmissibility on death. The content of ownership rights also depends on whether the property are
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leaseholds of Housing and Development property2 or come under the special schemes.3
1. Cap. 314 1985 Rev Ed. 2. Housing and Development Act Cap. 129 1997 Rev Ed. and see below Part I Chapter 8 Public Housing. 3. Executive Condominium Housing Scheme Act 10 of 1996. See below Part I Chapter 8 Public Housing.
34. Because of the doctrine of estates in land, interests in land may be alienated as interests in possession or as future interests. Thus assuming that A has a fee simple interest in Blackacre, A may grant a life interest to B with remainder to C absolutely. In law, the fee simple being the largest estate in land lesser estates such as the life estate may be carved out of it. 35. The divisibility of ownership of property into present and future ownership depends on the nature of the property, i.e., real or personal and on whether the context is common law or equity. At common law the concept of estates is not applicable to personalty (which would include the leasehold), hence at law no future interests can be created out of personalty. But in Equity, using the trust, future interests may be created in all forms of property. Thus in Singapore with the doubt as to whether real property exists and with the prevalence of grants in perpetuity and leases, future interests in immovable as well as movable property are created under trusts.1
1. See above.
36. The restriction on the capability to create future interests lies in the rule against perpetuities which was held to be part of the law in Singapore in Choa Choon Neo v. Spottiswode.1 Thus in regard to the vesting of an interest in any property the rule requires that the interest must vest if it vests at all within the perpetuity period of a life or lives in being plus 21 years and a period of gestation if any.2 The rule against perpetuities has two other aspects, viz., the rule against perpetual trusts and the rule against accumulations. All three aspects of the rule use the same measurement for the perpetuity period. The rule against perpetual trusts requires that all trusts must not last for a period longer than the perpetuity period. Thus a trust of an estate in perpetuity in Blackacre to be used for the worship of my ancestors will be bad unless it is restricted to the perpetuity period. Similarly where a settlor has instructed his trustees to accumulate income from capital and to pay the accumulated income and capital to beneciaries the accumulation must not exceed the permitted period. While the rule against perpetuities has been retained in England as in most of the common law countries, it has been modernized and placed in legislative form with some of the anomalies removed.3 However in Singapore there has been no modernization of the rule by statute except for the companion rule against accumulations.4
1. (1868) 1 Ky 216, afrmed by the Privy Council in Ong Cheng Neo v. Yap Cheng Neo (1872) 1 Ky 326. 2. Cadell v. Palmer (1833) 1 Cl & Fin 372.
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3. E.g. the Perpetuities and Accumulations Act 1964 in England which inter alia allows for an alternative xed period of 80 years and for the wait and see approach to vesting. 4. Section 69A Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed.
B. Immovable and Real Property 37. The traditional common law classication of property is real and personal. By the Second Charter of Justice 1826 the doctrine of estates in land, the division of property into real and personal, were received into Singapore. Thus as stated above, ownership of land is more accurately described as ownership of estates in land. While estates in fee simple historically form part of realty, because of a quirk of English legal history leasehold interests in land are personal property rather than real property.1
1. See above Historical Origins and Evolution.
38. However Section 35(1) Conveyancing and Law of Property Act1 which deems all land as chattels real for the purposes of devolution to the personal representatives and which replaces heirs with personal representatives, altered the devolution of real property on the death of the person. Henceforth all property real or personal devolved on the personal representatives of the deceased and were ultimately distributed by the personal representatives either according to the will of the deceased or according to the laws of intestate succession. At this point the practice developed of interests in land being treated similarly as personal property and accordingly were given to the next of kin of the deceased rather than the heir. This practice was upheld by the courts2 and eventually in 1970 the Intestate Succession Act, endorsed decades of practice.3 Thus the concept of heirs was relegated to history. The fundamental differences between real and personal property are thus obliterated.
1. Cap. 61 1994 Rev Ed. This provision superseded Section 1 Indian Act 20 of 1837. 2. Syed Ali bin M Alsagoff v. Syed Omar bin M Alsagoff (1918) SSLR 103. 3. Sections 5 & 7 Intestate Succession Act Cap. 146 1985 Rev Ed. repealed the Statutes of Distribution and set out the classes of persons who are entitled to the estate movable and immovable of the deceased intestate.
39. Consequent to the removal of the concept of heirs there is doubt as to whether real property exists in Singapore.1 In any event as is discussed below most of the land in Singapore is held by individuals under leaseholds or the estate in perpetuity which is a creation of the State Lands Act and not a common law freehold estate like the fee simple.2 For all these reasons and, notwithstanding that the term real property is still commonly used when referring to interests in land, the more useful classication of property is that of movable and immovable property.3
1. See Braddell, Heirs and the Common Law (1941) MLJ xxxvixlv. 2. See Part I Immovable and Real Property Chapter 1 General Classication. 3. See below.
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40. By common law and by statute land and all things permanently attached to land are classied as immovable property.1 All interests in land, including leaseholds, are immovable property while all other forms of property, chattels, choses in action, and intellectual property fall into the category of movables.
1. E.g. Section 2 Interpretation Act Cap. 1 1984 Rev Ed., Section 4 Land Titles Act Cap. 157 1994 Rev Ed.
C. Movable and Personal Property 41. In general, the common law draws a distinction between real and personal property, not between movable and immovable property. One exception lies in the conict of laws, where the distinction is made in an attempt to achieve greater harmony with the property rules of civilian jurisdictions. Consequently, our courts apply a different choice of law rule to immovable and movable property. However, in its determination of whether property situated in Singapore is an immovable or movable, the court will utilize its own notions of ownership, such as the equitable doctrine of conversion. Consequently, land over which there is an enforceable agreement to sell is considered money and hence movable property, even prior to completion of the sale, as equity deems done that which ought to be done.1
1. MTT ARSAR Meyammai Achi v. Valliammai (OS 659/1992, S/C 2137/94, 23 March 1995), cf. TM Yeo [1997] SJICL 560.
42. Our statutes also refer to immovable and movable property, the denition of which is provided in the Section 2(1) of the Interpretation Act.1 Immovable property includes land, benets to arise out of land and things attached to the earth or permanently fastened to anything attached to the earth. Movable property means property of every description except immovable property. These denitions reect the residual character of movable property. These denitions do not, however, apply where there is something in the subject or context inconsistent with such construction or unless it is therein otherwise expressly provided. In the MTT case above, for example, the High Court of Singapore did not refer to the denitions in the Interpretation Act when examining the provisions of the Intestate Succession Act,2 Section 4 of which states that disposal of movable property is governed by the lex domicilii and immovable property by the lex situs.
1. Cap. 1 1985 Rev Ed. 2. Cap. 251 1985 Rev Ed.
43. Again, there are statutes which contain their own denitions of movable property. For example, Section 22 of the Penal Code1 provides that The words movable property are intended to include corporeal property of every description, except land and things attached to the earth, or permanently fastened to anything which is attached to the earth. In these instances, movable property loses its residual status. Given such a restrictive denition, the criminal laws of Singapore do not, in general, cover dealings with choses in action. There can, for example, be no theft of a bank account even where value has been abstracted from the 26 Singapore
44 47
account by a direct withdrawal, and a fortiori where there is only an electronic funds transfer.2 Partly for this reason, jurisdictions like the UK, NZ and India have introduced specic legislation to cover intangible property like electricity.3
1. Cap. 224. 1985 Rev Ed. 2. See R v. Preddy [1996] 3 WLR 255 (HL), where a direct withdrawal would otherwise have been caught by the UK legislation. 3. Section 13 UK Theft Act 1968; Section 218 NZ Crimes Act 1961; Section 39 Indian Electricity Act 1910. There is no equivalent provision in Singapore.
44. Personal Property can be divided into chattels personal and chattels real. The latter are leasehold interests in land. Chattels personal divide into choses in possession and choses in action.1
1. Colonial Bank v. Whinney (1885) 30 Ch D 261. See Part II below.
III. Trust and Fiduciary Mechanisms A. Trusts and Equitable Interests 45. Equity evolved a highly developed form of conscience through its doctrine of notice and thus elevated the right of a beneciary under a trust from a mere personal right to a proprietary interest. The equitable interest exists in all forms of property immovable and movable, real and personal. It is good against the whole world except for the bona de purchaser without notice,1 while the legal interest is enforceable against the whole world.2
1. The equitable doctrine of notice refers to actual notice, imputed notice and constructive notice, Hunt v. Luck [1902] 1 Ch 428. It has been enacted in Section 70 Conveyancing and Law of property Act Cap. 61 1994 Rev Ed. 2. This is reected in the maxim nemo dat quod non habet. However in regard to legal interests in land the order of priorities has been affected by the registration systems. See below Part I Chapter 3.
46. English principles of equity together with equitable interests in land were received into the law of Singapore by the Second Charter of Justice 1826. Fusion of the administration of law and equity was effected by Section 3 Civil law Enactment 1878.1 Section 3 Application of English law Act continues the reception up to the cut off date of 11 November 1993. Thus title to all property may be held in law or in equity and common law and equitable remedies are available in the Courts.2
1. Now Sections 3 & 4 Civil Law Act Cap. 43 1994 Rev Ed. 2. Sections 3 & 4 Civil Law Act.
47. In Singapore ownership of property may be divided into legal and equitable. Equity follows the law. Thus the equitable estate in land may be in fee simple or in perpetuity or a it may be a lease. The split of ownership into legal and equitable ownership in different persons may be voluntary and expressed, e.g., an express trust. For example, S the owner of the legal fee simple estate may transfer it to T in trust for B for life remainder to C in fee simple. T is the trustee having
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the legal fee simple. B and C have the benecial interest, B taking a life interest and C taking the fee simple on Bs death. 48. The split into legal and equitable ownership may also occur by operation of the rules of equity, e.g., the purchasers interest and the vendors lien in a contract for the sale of land. In a contract for the sale of land where the remedy of specic performance is available the purchaser is regarded as the equitable owner. The legal title is with the vendor so that he is called a constructive trustee. To ensure that he is paid the full purchase price equity imposes in his favour the vendors lien. Unless the ownership is split the legal interest carries with it the equitable interest but the equitable interest cannot exist on its own independent of the legal interest. 49. Once the equitable interest is in existence it may be disposed of inter vivos or by will, e.g., transferred by way of gift or sale, mortgaged or charged. The difference in the manner of disposal in inter vivos dealings lies in the formalities. A disposition of an equitable interest requires only writing.1 A trust may also be created out of an equitable interest; the trustee would have the equitable title and the beneciary the benecial interest.
1. Section 6B Civil Law Act.
50. The remedies of the owner of an equitable interest are the injunction, tracing and also the erstwhile common law remedy of damages.1 For example, if T the trustee of property were to transfer it to X by way of a gift in breach of trust, B the beneciary would have several remedies at his disposal. He may sue T in a personal action for breach of trust. He may also trace his property to X and recover it from X through the constructive trust. Should X no longer have the property B may sue him in a personal remedy and recover from him the equivalent value of his property in compensation.2
1. Section 18(2) Supreme Court of Judicature Act Reprint Singapore Statutes Cap. 322 Rev Ed. 2. Nocton v. Lord Ashburton (1918) AC 932; Ohm Pacic v. Ng Hwee Cheng [1994] 2 SLR 576 at pp. 585 6.
51. A trustee of an express trust has all the duties and powers given to him in the trust deed. But all trustees must not prot from his position of trustee. Where he does so the beneciary may sue him for the prots.1 He must not place himself in a position where his duties as a trustee may possibly conict with his own personal interest2 or where he is a trustee of two trusts his duties to each of the trust must not conict.
1. Sumitumo Bank v. Kartika Ratna Thahir [1993] 1 SLR 735; AG for Hong Kong v. Reid [1993] AC 713. 2. Keech v. Sandford (1726) 25 ER 223; Phibbs v. Boardman [1967] 2 AC 46; Hytech Builders v. Tan Eng Leong [1995] 2 SLR 795.
B. Fiduciaries 52. The trustee is the model for equity pinning liability on other persons who are entrusted with or who have undertaken the obligation of looking after anothers 28 Singapore
53 56
interest. These persons are called duciaries. While the term of duciary still awaits unambiguous denition it is accepted that a duciary is a person who has undertaken an obligation to look after anothers interest and who wields inuence over the other. As of now certain positions automatically attract the label of duciary. Common examples are the director of a company, an agent, partners in a partnership. It would seem that the mantle of a duciary would be dropped on a person where the courts feel that a person in such a position should owe the other person a duty on account of the obligation undertaken. Once a person is called a duciary he is under a duty not to prot from his position and he should not place himself in a position of conict.1
1. See ftntes vii, viii & ix above.
IV. Possession and Title 53. The common law protects possession and the right to possess. The locus classicus is Amory v. Delamirie.1 As common law was received into Singapore this is also the law in Singapore.
1. (1722) 1 Strata 505, 93 ER 664.
54. Prior to amendment in 1993, Section 9 Limitation Act1 provided that twelve years occupation of land of another nec vi, nec clam, nec precario barred the right of the owner of the land from any action to recover his land.2 Moreover under Section 18 Limitation Act the owners title to that land was statutorily extinguished. The adverse possessor then became the owner of the land by virtue of his adverse possession. Thus in Singapore the link between possession and the right to possession and title to land was very clear.
1. Cap. 163 1985 Rev Ed. 2. Soon Peng Yam v. Maimon binte Ahmad [1996] 2 SLR 609; Jubilee Electronics Pte. Ltd. v. Tai Wah Garments & Knitting Factory Pte. Ltd. [1996] 2 SLR 39.
55. However with effect from the enactment of the Land Titles Act 19931 apart from transitional provisions it is not possible for land to be acquired by adverse possession any more.2 Title to land can only be acquired under one of the consensual methods by conveyance from one owner to another.
1. 15 March 1994. 2. Section 177 Land Titles Act 1993 amended Section 9 Limitation Act by the addition of subsection (3) which provided that the section shall not apply to an action to recover land from a person by reason only of his authorized occupation of the land. The transitional provisions permitted claims to adverse possession to be made at most within 6 months of the commencement of the Land Titles Act 1993. This Act commenced on 15 March 1994. However, the Act did not affect land which was already in adverse possession for 12 years prior to the coming into force of the Act. See Bhalwant Singh v. Double L & T Pte. Ltd. [1996] 2 SLR 726; Tan Siok Gek v. Ng Kim Neo [1997] 2 SLR 691.
56. But in an action to evict a trespasser from land the plaintiff still has to prove that he has possession or the right to possess. In short the law still protects
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57
ownership by protecting possession. The amendment to Section 9 Limitation Act simply means that true owner can always sue the trespasser no matter how long the trespasser has been in possession. 57. The law relating to chattels remains as at common law.
30 Singapore
Selected Bibliography
G.W. Bartholomew, Introduction in Tables of the Written Law of the Republic of Singapore: 1819 1981 Volume 1 Local Legislation Singapore. A.P. Bell, Modern Law of Personal Property in England and Ireland (1989). M. Bridge, Personal Property Law (2nd ed, 1996). H. Chan, The Legal System of Singapore (1995). R.G. Hammond, Personal Property Commentary and Materials (1992). R.M. Goode, Legal Problems of Credit and Security (1988). F. Oditah, Legal Aspects of Receivables Financing (1991). W.J.M. Ricquier, Land Law (2nd ed, 1995). S.Y. Tan, Principles of Singapore Land Law (1994). S.Y. Tan, Private Ownership of Public Housing in Singapore (1988).
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Selected Bibliography
32 Singapore
5860
Part I. Immovable Property and Real Property
Chapter 1. General Classication

1. Classification 58. Although it is accepted that property comprises rights, what is owned are rights over objects, yet generally the term property has come to be associated with the objects themselves. Thus in this sense traditionally property may be classied in different ways: movable and immovable, tangible and intangible, corporeal and incorporeal. 59. The feudal concept of estates in land together with the doctrine of tenure came to Singapore via the English common law. Property is thus also classied into real and personal property. Freehold estates in land are real property. But the leasehold estate is a chattel real and is personal property. 60. Since 1837, land, regardless of whether it is freehold (real property) or leasehold (chattels real), for the purposes of devolution and transmission has devolved to the deceased personal representatives where it is available, together with the personal property of the deceased, for the payment of the deceaseds debts.1 After the payment of debts the practice developed whereby the personal representatives then distributed the estate regardless of whether it consisted of real or personal property to the deceaseds next of kin.2 This has since been incorporated into Section 5 Intestate Succession Act.3 Thus the concept of the heir is irrelevant in Singapore. Hence there is a doubt as to whether real property still exists in Singapore.4 The debate is more of an academic one since the modern preference in legislation is to refer to land simply as such, e.g., the Land Titles Act or as immovable property rather than to use the archaic term real property, e.g., the Intestate Succession Act.
1. Currently the provision is Section 35(1) Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed. 2. Syed Ali bin Alsagoff v. Syed Omar bin Alsagoff (1918) SSLR 103. 3. Cap. 146 1985 Rev Ed. 4. Braddell, Heirs and the Common Law (1941) MLJ xxxvixlv.
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61 63 2. Land and Fixtures
Part I, Ch. 1, General Classication
61. Land bears the meaning as at common law unless a particular statute denes it for that statute. Thus land is understood as covering the surface of the earth together with the trees, buildings, minerals and airspace above it.1 Section 6 Conveyancing and Law of Property Act adopts the common law denition in that it provides that a conveyance of land is deemed to include buildings, erections, xtures, hedges, ditches, fences. . . . Likewise Section 4 Land Titles Act2 in dening land also includes the structures afxed thereto. The only exception to this is traditional Malay houses on stilts which by custom are regarded as chattels.3 The denition of land in Section 4 Land Titles Act includes airspace or subterranean space held apart from the surface of the earth delineated and described with certainty. This makes it possible for such delineated air spaces or subterranean spaces to be owned under the Land Titles (Strata) Act.4
1. Section 3 Application of English Law Act. Kim Beng Lee Pte. Ltd. v. Kosion Enterprise (S) Pte. Ltd. [1994] 1 SLR 700 where Selvam JC held that a Mass Rapid Transport viaduct over land would intrude on the ownership of the said land. 2. Cap. 157 1994 Rev Ed. 3. Kiah binte Hanapiah v. Som [1953] MLJ 82; Chua Sai Ngoh v. Beh Ai Meng [1955] MLJ 167 cf. Kwek Kim Hock v. Ong Boon Siong [1954] MlJ 253; and Khew Ah Bah v. Hong Ah Mye [1971] MLJ 86. 4. Cap. 158 1988 Rev Ed.
62. The maxim quid quid plantatur solo, solo cedit applies thus chattels xed permanently to land or to a building on land as part of the land become xtures and so part of the land.1 Peoples Park Chinatown Development Pte. Ltd. v. Schindler Lifts (S) Pte. Ltd.2 is the latest Court of Appeal decision which applied Holland v. Hodgson.3 Taking into consideration the manner and degree of annexation as well as the purpose of annexation the Court of Appeal held that escalators which were resting on their own weight in specially created places in the building were xtures.
1. Van Santen v. Lim Jee Jing (1903) SSLR 3; Goh Chong Hin v. The Consolidated Malay Rubber Estates Ltd. (1926) 6 FMSLR 86, Gebreuder Buehler AG v. Peter Chi [1988] 3 MLJ 69. 2. [1993] 1 SLR 591. 3. (1872) LR 7 CP 328.
3. State Lands I. State Grants and State Leases 63. All land in Singapore unless alienated belongs to the State. The right of the State to alienate land vested in it is not expressly provided in any statute. It is an inherent right of ownership. In providing for the terms under which individuals may be granted land by the State and by giving the President the power to make rules for the disposal of State land, the State Lands Rules,1 the State Lands Act by necessary implication, recognizes the right of the State to dispose of State land.2 No State land may be alienated without the approval of the President. While individuals may apply under the State Lands Rules for land to be alienated to them the 34 Singapore
General Classication, Part I, Ch. 1
64 66
Urban Redevelopment Authority, a statutory corporation, is the main agent responsible for releasing and allocating lands for development.3
1. Cap. 314 R 1 1994 Rev Ed. 2. Cap. 314 1997 Rev Ed. 3. Section 3 Urban Redevelopment Authority Act Cap. 340 1990 Rev Ed.
64. The State may grant land to individuals in estates in perpetuity, leaseholds or in fee simple. The estate in perpetuity is granted to the grantee forever. A State lease may be for any period and in the past terms for 999 years were not uncommon. In recent years the 99-year lease is the norm for land earmarked for residential purposes. Both these types of estates, the estate in perpetuity and the State lease, are subject to conditions and covenants implied by the Act. These conditions and covenants provide for the payment of an annual rent and reserve to the State various rights such as the right to mine for minerals.1 A breach of the covenant to pay rent empowers the State to sell the land and a breach of any other covenant entitles the State to re-enter and forfeit the land. Subject to this the grantee of an estate in perpetuity has the interest forever and the holder of a State lease has it until the expiration of the lease.
1. Sections 5 and 7 State Lands Act.
II. Grants in Fee Simple 65. The fee simple estate was granted by the East India Company before the regularization of land grants under the rst Crown Lands Ordinance. However since 1902 fresh State lands may not be granted by way of fee simples. The State Lands Act provides for the grants in fee simple only in these instances: 1. where existing grants of fee simples are defective or boundaries are disputed, 2. where for the convenience of the government, the owner of land held in fee simple has to surrender the grant, he may be granted a new fee simple of the same or other land in lieu, 3. where a person applies for a strip of land adjacent to land which he already hold in fee simple, the grant of the strip may be in fee simple, 4. where the holder of a fee simple estate desires to develop and subdivide the land he may surrender the holding for a re-grant of one or more titles similar to the one surrendered. III. Reversion to State 66. Alienated land may revert to the State in the following ways: In the case of a State lease, on the expiration of the lease the land will revert to the State. 2. The State may exercise its right of re-entry and forfeit the estate in perpetuity or the State lease where the grantee has breached a condition or covenant implied by the State Lands Act.1 Where the breach is of payment of rent the 1.
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Part I, Ch. 1, General Classication land may be sold by the State. In the event that the land cannot be sold to another individual the land reverts to the State.2 Where the grantee or lessee or his successor has abandoned the land for three years and above the land reverts to the State although the land may be in the actual occupation of some individual.3 Where land has been granted free from rent or at a nominal rent for religious or charitable purposes, it shall be forfeited and vest in the State should it be used for another other purposes.4 Where a person dies intestate his land together with all his other property will go to the State where no one is entitled to his estate.5 Aside from land reverting to the State in the circumstances given above all land is susceptible to compulsory acquisition by the State under the Land Acquisition Act,6 where it is required for a public purpose or for a public authority. Where land is acquired under the Land Acquisition Act compensation is payable.7
1. 2. 3. 4. 5. 6. 7. Sections 7(1)(e) and 2(b) State Lands Act. Sections 5, 6 and 16 Land Revenue Collection Act Cap. 155 1985 Rev Ed. Sections 9, 10 and 12 State Lands Encroachment Act Cap. 315 1985 Rev Ed. Section 10 State Lands Act. Sections 7 & 9 Intestate Succession Act Cap. 146 1985 Rev Ed. Cap. 252 1985 Rev Ed. The quantum is assessed at the market value at January 1992 in respect of land acquired after January 1993. Land Acquisition (Amendment) Act 1993.
3. 4. 5. 6.
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Chapter 2. Legal and Equitable Interests

67. Historically interests that are recognized by the common law courts are legal interests. Such interests are created only when the required forms are used. Currently the conveyance of all interests in land except for the lease of seven years and below has to be by deed in the English language.1 Where this is complied with the legal interest is transferred. A legal title is good against the whole world. Thus in a situation where there is a conict between two or more legal interests the rst in time will prevail.
1. Section 53 Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed.
68. English principles of equity together with equitable interests in land were received into the law of Singapore by the Second Charter of Justice 1826. Fusion of the administration of law and equity was rst effected by Section 3 Civil Law Enactment 1878.1 Section 3 Application of English law Act continues the reception up to the cut off date of 11 November 1993. Thus title to all property may be held in law or in equity and common law and equitable remedies are available in the Courts.2
1. Now Sections 3 & 4 Civil law Act Cap. 43 1994 Rev Ed. 2. Sections 3 & 4 Civil law Act Cap. 43 1994 Rev Ed.
69. At common law all conveyances of any interest in land except for leases of over seven years require deeds in the English language. Thus a lease of eight years in writing in the Chinese language is void at law. However, in equity the lease is good.1 Similarly if the legal owner of an interest in land were to create a mortgage in an informal manner, e.g., by deposit of title deeds the mortgage is an equitable one.
1. Parker v. Tarswell (1858) 2 De G & J 560; Walsh v. Lonsdale (1882) 21 Ch D 9; Bannerji v. Chin Cheng Realty (Pte.) Ltd. [1983] 2 MLJ 18; Khoo Keat Lock v. Haji Yusof & Ors (1929) SSLR 210.
70. Whether an interest in property is legal or equitable depends on factors such as the interest owned by the grantor, the mode of transfer, or the nature of the transaction. For example, if A is the owner of an estate in perpetuity in Blackacre, he can convey the estate by deed in the English language to B. B then has the legal and equitable interest. Alternatively A can convey the estate by deed to T in trust for B. In this situation T has the legal title while B has the equitable interest. When B then deals with his interest, e.g., by way of a mortgage, the interest that his mortgagee gets is an equitable interest. 71. Equity looks at the substance and not the form. This maxim of equity is the basis of some equitable interests, e.g., the equity of redemption. In form the legal mortgage takes the form of a conveyance with a proviso for redemption. But equity protects the right of redemption beyond the contractual date and recognizes the mortgagor as the real owner of the land. The mortgagor thus has an equitable
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Part I, Ch. 2, Legal and Equitable Interests
interest in the land, the equity of redemption,1 and not just a mere contractual right to redeem.
1. Casbourne v. Scarfe (1738) 1 ATK 603; Re Wells, Swinburne-Hanham v. Howard [1933] Ch 380; cf. DBS Finance Ltd. v. Prime Realty [1991] 3 MLJ 96 where by way of dicta the High Court stated that the mortgagor of an equitable interest in land did not have any estate legal or equitable in the land but had only an equity of redemption.
72. The maxim, equity looks on that as done which ought to have been done, is yet another source of the recognition of equitable interests. Thus a valid and binding contract for the sale of land gives to the purchaser an equitable interest in the land.1 Likewise an agreement for a lease gives rise to an equitable lease.2 Another example of an equitable interest is that of the restrictive covenant developed by Equity to complement the common law easement.3
1. Lysaght v. Edwards (1876) 2 Ch D 499; Christina Lee v. Eunice Lee [1993] 3 SLR 8; Chi Lung Sendiran Berhad v. Attorney General [1993] 2 SLR 629. 2. Walsh v. Lonsdale (1882) 2 Ch D 9. 3. Tulk v. Moxhay (1848) ER 114.
73. An equitable interest is enforceable against the whole world except for the bona de purchase of the legal interest without notice. In the context of priorities notice means actual notice, imputed notice and constructive notice.1 Except where otherwise provided by statute priorities of equitable interests are governed by the equitable maxims: where the equities are equal the rst in time prevails, and where the equities are equal the law prevails. Within the term equities are the factors of bona des, value and notice. Because of the stretch of constructive notice, notice which a person is deemed to have from that of which he has actual notice, statutes which provide for registration whether of deeds or of title expressly state that where the deed or title is registered the person who has registered has priority notwithstanding that he may have actual notice of the existence of the prior interest.2
1. The equitable doctrine of notice has been incorporated in Section 70 Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed. 2. E.g. Section 14(4) Registration of Deeds Act Cap. 269 Singapore Statutes 1989 Rev Ed., Section 47 Land Titles Act Cap. 57 1994 Rev Ed. See below Chapter 3 Registration Systems.
74. Aside from established equitable interests there are also rights commonly referred to as equities. Essentially an equity is a right recognized by equity to recover property transferred, to enforce a right of occupation or to set aside a transaction. The basis for the existence of such a right can be fraud, undue inuence or mistake. While such rights are in the nature of personal rights sometimes referred to as personal equities yet in certain circumstances they may be enforceable against third parties. In terms of priorities an equity is not equal to an equitable interest.1 Thus in a contest between an earlier equity and a purchaser of a later equitable interest the earlier equity will not bind the later equitable interest unless the purchaser was without notice of the equity. In spite of its lesser range of enforceability there is growing support for the view that an equity is within the realm of proprietary interests.2 Where the equity is in the form of a right to occupy land, e.g., in the case of a licence based on an estoppel the extent to which it will 38 Singapore
Legal and Equitable Interests, Part I, Ch. 2
75 76
affect a third party is still in some doubt, although the better view may be that it should only bind a subsequent purchaser only if he has been guilty of actual fraud or where he has given an express undertaking to honour the licence.3
1. Phillips v. Phillips (1862) 4 De GF & J 208; Latec Investments Ltd. v. Hotel Terrigal Pty. Ltd. (1965) 113 CLR 265. 2. See footnote above and Wade, [1955] CLJ 482, Crane (1955) 19 Conv (NS) 346; Jackson, Principles of Property Law, 1967. 3. Ives Investment v. High [1967] 2 QB 379; Inwards v. Baker [1965] 2 QB 29; Binions v. Evans [1972] Ch D 359; Ashburn Anstaldt v. Arnold [1989 ] Ch 1. See also Ricquier and Soon, The Licence coupled with an Equity in Singapore and Malaysia (1981) 23 Mal LR 123, Battersby, Contractual and Estoppel licences as Proprietary Interests (1991) Conv. 36.
75. As is discussed in Chapter 3 below there is in place in Singapore a system of registration of titles under the Land Titles Act.1 Under this regime all transfers of land under the Act must be by way of registration. The question that arises is whether equitable interests exist under this system. It would seem that it is accepted that the Land Titles Act recognizes the existence of equitable interests. Section 115 permits a person who claims an interest in land to lodge a caveat and Section 4 denes an interest in land by reference to the general law.2 Further it would seem that in spite of the explicit provisions of the statute even personal equities may adversely affect third parties who have registered interests.3
1. Cap. 157 1994 Rev Ed. 2. See also Jackson, Equity and the Torrens System: Statutory and other interests (1964) 6 Mal L R 146. 3. See below Chapter 3 Registration Systems.
76. The list of equitable interests is not closed. But while there are rights which are enforced against some third parties, until the recognition goes to the extent of enforceability against the whole world except for the bona de purchaser of the legal interests, such rights are called mere equities.1 As discussed above, equities are personal rights which may be enforceable against a party other than the immediate party concerned on account of some element of fraud or unconscionability.
1. There are also personal rights which do not affect any third party on policy grounds, e.g. National Provincial Bank v. Ainsworth [1965] AC 1175.
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7779
Chapter 3. Registration Systems

1. Registration of Deeds I. In General 77. Currently there are two systems of registration applicable to transactions relating to land. First there is the registration of deeds system which was introduced into Singapore in 1886 with the enactment of the Registration of Deeds Ordinance based on the English Yorkshire Registry and Middlesex Registry Acts.1 The statute in force is the Registration of Deeds Act.2 This Act applies to dealings in land to which the general law of conveyancing applies. This is all land except those which are under the Land Titles Act.3
1. Yorkshire Registry Act 1703, Middlesex Registry Act 1708. 2. Cap. 281 1989 Rev Ed. 3. Cap. 157 1994 Rev Ed. Discussed below.
78. Under the general law conveyances of interests in land except for the lease of seven years and below have to be by deed in the English language.1 While the deed is required to pass the legal interest, equitable interests are created with no formality since equity works on intention, on substance rather than the form. Under this system of conveyancing dealings in land are completely private acts and secrecy prevails. Where conicting interests arise in respect of the same interest in land the priorities are regulated by the equitable maxims: where the equities are equal the rst in time has priority, where the equities are equal the law prevails. Under these maxims the protected person is the bona de purchaser for value of the legal interest without notice. Thus in this regime of conveyancing and regulation of priorities there is much opportunity for fraud to be practised.
1. Section 53 Conveyancing and law of Property Act Cap. 61 1994 Rev Ed.
II. Reasons for Registration A. Admissibility as Evidence of Title 79. Under the Registration of Deeds Act, deeds relating to land may be registered in the Registry of Deeds. Deeds which may be registered include the conveyance, lease and agreement for lease by deed and the memorandum of a lien or charge.1 Registration of a deed is not required for validity but under Section 4 unless a deed relating to land is registered it shall not be admissible in court as evidence of title.2 This provision caused many problems such as that in Ho Hong Bank v. Teo Chin Chay and the cases that preceded it. In Ho Hong Bank a mortgagor tried to get out of the mortgage by deposit of title deeds by pleading that the mortgagee could not sue on the mortgage as the memorandum of the mortgage had 40 Singapore
Registration Systems, Part I, Ch. 3
80 82
not been registered so that it could not be used as evidence in court. The court held that the document was admissible as evidence of the contract of the mortgage. Section 4 has little to do with the prevention of fraudulent dealings. Instead it was enacted to enable the then colonial administrators to keep a record of land dealings for collection of taxes and other administrative reasons.
1. Section 2 Registration of Deeds Act. 2. Ho Hong Bank Ltd. v. Teo Chin Chay (1929) SSLR 195.
B. Priority 80. Another reason for registration is to secure priority. Where there are two deeds relating to the same interest in land the rst to be registered has priority except where there is actual fraud.1 This advantage accrues only to the purchaser. But where a deed is invalid or void registration does not make it valid. Under the Registration of Deeds Act the importance of the equitable doctrine of notice is diminished and the equitable maxims of regulating priority are no longer relevant except in the rare situations where the transactions are not in deed form and so are not registrable under the Act.2
1. Section 14 Registration of Deeds Act. 2. Rodger v. Harrison [1893] 1 QB 161; Khoo Keat Lock v. Haji Yusop (1929) SSLR 176; Syed Omar v. Somasundram Chitty (1910) 11 SSLR 38.
81. By giving priority to the rst to be registered of two or more deeds relating to land the objective of preventing fraud is partially met. However, not all dealings affecting land require a deed. For example, equitable interests created under a contract for sale, equitable leases may be effected without any formality. Where this is the case there is no deed to be registered. In such cases the Registration of Deeds Act is not applicable. Priority then is still regulated by the equitable maxims. An exception is made in the case of the equitable mortgage, lien or charge where Section 6 provides that a memorandum of the lien or charge must be registered to be effective against a subsequent purchaser for value.1
1. Chung Khiaw Bank Ltd. v. United Overseas Bank Ltd. [1970] 1 MLJ 185.
82. However, recently by providing for caveats of interests in land to be registered the equitable interests are now capable of being reected in the Registry of Deeds.1 Although the provisions for the caveat sit uncomfortably in the context of the other provisions, yet if the caveat can be construed as an instrument within Section 14 it can be said that the equitable interest which has a registered caveat has priority over a deed which is registered after it.2 In any event the very fact of the existence of the caveat would give notice to all the world of its existence thereby even in this limited way, removing one of the weaknesses of the system. But in any event this system of registration of deeds is being replaced by a more comprehensive system of registration, viz., title registration.
1. Section 8 Registration of Deeds Act. 2. See S.Y. Tan, (1988) 30 Mal. LR 371376.
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83 85 III. Problems
Part I, Ch. 3, Registration Systems
83. Some of the difculties with the Registration of Deeds Act stem from the fact that registration of the deed relating to land is not compulsory. For example, doubts have been raised as to whether a second conveyance of the same interest in land which is registered but the rst conveyance is not, is an issue of priority or one of validity.1 This is one aspect of the main problem which is the extent to which the general law of conveyancing has been superseded by the provisions of the Act.2
1. Ng Boo Bee v. Khaw Joo Choe (1921) 14 SSLR 90, Bank of China v. The First National Bank of Boston [1992] 1 SLR 441. 2. See Chia Guan Chip v. Dunlop (1901) 6 SSLR 98.
2. Land Titles Act I. Bringing Land under the Land Titles Act1 84. In 1956 the Land Titles Act was enacted which introduced into Singapore the Australian Torrens system of title by registration. Under this system a Registry of Land Titles was established.2 Dealings in land under the Act have to be registered in the Registry of Titles in order to effect the transfer of the interest in land.3 Registration is required for validity. Deeds are no longer relevant and there is no more secrecy of dealings with land. The register is conclusive evidence of title.4 The objective of this transparent system of dealings in land is to facilitate dealings especially for purchasers.
1. 2. 3. 4. Cap. 157 1994 Rev Ed. Sections 5 7, 28(1) & (2) Land Titles Act. Section 45 Land Titles Act. Section 36 Land Titles Act.
85. Land is brought under this system in many ways. New State grants or leases of land are made under the Land Titles Act.1 There is provision for voluntary conversion of land to the new system.2 Then there are situations for effecting the conversion compulsorily. Owners who intend to develop land are required to submit the titles to the Registrar for conversion to the Land Titles system.3 Since the whole scheme of strata titles rest on registration of titles and is only available to land under the Land Titles Act this is an effective method of conversion. Finally as a catch all provision the Registrar may elect to bring a piece of land under the Act under Section 22. It is anticipated that all land would be governed by the Land Titles Act within the next few years.
1. Section 8 Land Titles Act. 2. Section 19 Land Titles Act. A person who has a fee simple, or an estate in perpetuity or a State lease with at least ten years to run may apply to have the land brought under the Act. 3. Sections 9, 10 & 23 Land Titles Act.
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86 87
86. In order to facilitate conversion without immediately wiping out existing encumbrances a qualied title may be registered.1 This involves the Registrar endorsing a caution on the title when the title is issued.2 With this qualied title the land is brought under the Act and all subsequent dealings are governed by the Act.3 However, existing encumbrances are protected and the registered title would be subject to them for a limited period.4 A purchaser of a qualied title may apply to have his title made unqualied on the expiration of ve years from the date of the last conveyance cancelled by the Registrar upon creation of the qualied title.5 Otherwise the proprietor may apply after 12 years from the issuance of the qualied title.6 On the lapsing or cancellation of the caution the title would become an unqualied one and all erstwhile encumbrances would be wiped out unless they are protected by caveats.7
1. 2. 3. 4. 5. 6. 7. Section Section Section Section Section Section Section 21 Land Titles Act. 25 Land Titles Act. 21(3) Land Titles Act. 25(1) Land Titles Act. 25(3) Land Titles Act. 26 Land Titles Act. 25(5) Land Titles Act.
III. Effect of Registration 87. Once land is governed by the Land Titles Act certain dealings to be effective and valid must be registered.1 The owner of an interest in land is called the registered proprietor. Subject to the other provisions of the Act the register is conclusive evidence that the person registered is the proprietor.2 Dealings which have to be registered include transfers, leases of over seven years, mortgages and charges, transmissions and easements.3 On registration not only is the interest passed to the new registered proprietor, he also has a title which is indefeasible subject only to for registered interests and notications and a list of overriding interests.4 The registered title is defeasible where there is actual fraud by the registered proprietor himself or his agent.5 Other grounds for defeating a registered title include trust and contractual obligations entered into by the registered proprietor himself.6 As between two or more registered interests the rst to be registered has priority.7
1. 2. 3. 4. 5. 6. 7. Section 45 Land Titles Act. Sections 36 & 46 Land Titles Act. Sections 63, 68, 107, 96, 97, 110 & 132 Land Titles Act. Section 46 Land Titles Act. Sections 46, 47, 154 & 157 Land Titles Act. Section 46(2) Land Titles Act. Section 48 Land Titles Act.
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88 90 IV. Indefeasible Title A. Assurance Fund
88. As stated above the registered proprietor has an indefeasible title subject only to such overriding interests and exceptions as set out in the Act. As with all other Torrens systems only purchasers have the benet of indefeasibility of title.1 There is also an Assurance Fund which persons who have suffered loss as a result of the provisions of the Act may apply to for compensation.2 To date there has been no payment out of this Fund.
1. Section 46(3) Land Titles Act. 2. Section 151 Land Titles Act.
B. Overriding Interests 89. The list of overriding interests consists of the usual provisions, e.g., existing reservations, conditions in State grants, subsisting easements, short term tenancies, the right of the Registrar to correct for mistake. More unusually Section 46 Land Titles Act also includes as an overriding item, a power in the court to correct the register on grounds of mistake, omission and fraud caused or substantially contributed to by the act, neglect or default of the proprietor.1 Unless these terms are given a narrow construction the concept of indefeasibility of title could be rendered a shadow of what it was intended to be.
1. Sections 46(1)(e), & 160 Land Titles Act.
C. Exceptions 90. The main exception to the title of the registered proprietor being indefeasible is where there is actual fraud.1 Even where the registration is based on a forged or void instrument the registered title is good and indefeasible.2 Moreover Section 47 clearly states that mere notice of the existence of a prior unregistered interest will not affect the indefeasible title. Case law has established that only actual fraud, dishonesty of some sort, by the registered proprietor or his agent will defeat the registered title.3 However, just as the registered title is subject to contractual or trust claims against the registered proprietor so it should also be subject to personal equities, viz., in personam actions based on equity.4
1. Section 47 Land Titles Act, Assets Company v. Mere Roihi [1905] AC 176. 2. Section 46 Land Titles Act, Frazer v. Walker [1967] 1 AC 569; Alrich Development Co. Ltd. v. Jumabhoy [1995] 2 SLR 401. Cf. UOF Ltd. v. Sakayanary [1997] 3 SLR 211 where the High Court held that a conveyance by personal representatives more than six years after the death of the deceased without the sanction of the court as prescribed by Section 35(2) Conveyancing and law of Property Act was within the Courts powers of rectication under Section 160. 3. Assets Co. v. Mere Roihi [1905] AC 176; Waimiha v. Waione Sawmilling Co. Ltd. [1926] AC 101; Loke Yew v. Port Swettenham Rubber Co. Ltd. [1913] AC 491; United Overseas Finance
44 Singapore
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9194
Ltd. v. Yew Siew Keen [1993] 3 SLR 207, United Overseas Finance Ltd. v. Sakayanary [1997] 3 SLR 211. 4. Frazer v. Walker [1967] AC; Bahr v. Nicolay (1988) 62 ALJR 268; Mercantile Mutual Life Insurance Co. Ltd. v. Gosper (1991) 25 NWSLR 32; Goh Swee Fang v. Tiah Juah Kim [1994] 3 SLR 881. Cf. Section 160 Land Titles Act.
V. Unregistered Interests and Caveats 91. Where a registered proprietor deals with his interest in a manner which at general law would have created an equitable interest such interest being in an unregistrable form cannot be registered. However, it is still capable of being protected under the Act by way of the caveat.1 So interests under trusts and other equitable interests, e.g., vendors lien may be protected by lodging caveats.
1. Section 115 Land Titles Act.
92. A caveat may be lodged by any person who has a claim to an interest in land.1 The registrar is not required to verify the claim.2 The caveat may be in terms which prohibit the registration of a subsequent dealing without the caveators consent or unless it is expressly subject to the interest caveated.3 When a prohibited dealing is lodged for registration the caveator is notied and he could then respond either by withdrawing his caveat or taking the matter to court.4 Where he fails to respond or where the court does not favour him with its judgement, the registrar will register the subsequent dealing and the caveat will lapse. Procedures also exist for the caveatee to ask the caveator to show cause as to why his caveat should not be removed.5 The caveat has been likened to a statutory injunction.6
1. 2. 3. 4. 5. 6. Ibid. Section 117(4) Land Titles Act. Section 115(2) Land Titles Act. Section 120 Land Titles Act. Section 127 Land Titles Act. Eng Mee Yong v. Letchumanan [1979] 2 MLJ 212; Alrich Development Co. v. Jumabhoy [1993] 2 SLR 441.
93. A caveat takes effect from the date of lodgement and lasts for ve years unless it has been removed or cancelled.1 It may also be extended for another period of ve years where the interest it protects still exists.2 The lodging of caveats is important also because in determining the priority between two or more unregistered interests, the rst to lodge the caveat has priority.3
1. Section 121 Land Titles Act. 2. Section 122 Land Titles Act. 3. Section 49 Land Titles Act.
94. Where the caveatee has suffered loss on account of the caveat being allowed to remain wrongfully, vexatiously, or without reasonable cause the court may require the caveator to compensate the caveatee.1 As currently interpreted by the High Court wrongfully simply means without any legal right requiring no mens rea at all. Such an approach could undermine the rationale of caveats as it may
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94
lead to a disinclination of persons having claims to interests in land from lodging caveats.2
1. Section 128 Land Titles Act. 2. Tan Soo Leng v. Wee Saktu & Kumar Pte. Ltd. [1993] 3 SLR 569; Eng Bee Properties Pte. Ltd. v. Lee Foong Fatt [1993] 3 SLR 837. Cf. Beca Developments v. Idameneo (No. 92) Pty. Ltd. (1990) 21 NSWLR 459.
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244245
Part II. Movable Property and Personal Property/Chattels
Chapter 1. General Classication

1. Tangible Movable Property and Choses in Possession 244. Tangible movable property is not a recognized legal term. It is, however, often used interchangeably with choses in possession, which are personal property that can be possessed and do not require the taking of a personal legal action to vindicate. However, common law possessory actions reside in tort (actionable per se) for trespass, conversion or detinue (where money is concerned, the action is normally one in restitution for money had and received) and they therefore have certain personal traits, since they only give rise to a claim for damages. Singapore has not imported the Torts (Interference with Goods) Act 1977 from England, and there is no specic mechanism to order delivery up at law. A defendant has the choice of making specic delivery or paying the assessed value of the property. However, courts have exercised an equitable discretion to order delivery up.1 If the claim is purely personal, there may drawbacks in insolvency in that the claimant will not have any priority over the claims of other unsecured creditors, unless continued identication of the chattel is possible such that it does not vest in the trustee in bankruptcy (personal insolvency) or the liquidator (corporate insolvency). Alternatively, a full proprietary claim can be brought in equity, where the rules of identication are also more generous.
1. Yoong Yuet Hoe v. Shenson Engineering & Trading (S) Pte. Ltd. [1994] 2 SLR 675, and the Rules of Supreme Court O 45 r 4.
2. Intangible Movable Property and Choses in Action I. General 245. These forms of personal property cannot be possessed and which central characteristic is that an action has to be brought to realize it. Examples include bank accounts, receivables, company shares, bonds, and intellectual property rights. Like choses in possession, choses in action can be assigned. Exceptionally, they may not be transferable as there is an element personal to the parties involved.1 Assignments of choses was impossible at law, but possible in equity, although this sometimes meant that the action against the obligor had to be brought in the name
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246 247
Part II, Ch. 1, General Classication
of the assignor, if not voluntarily as plaintiff, then joined as a defendant. However, compliance with Section 4(6) of the Civil Law Act2 now effects a statutory assignment, where joinder of the assignor is unnecessary. This requires the assignment to be in writing, and written notice to be given to the debtor. Unlike the case with choses in possession, however, assignments of choses in action are always subject to prior equities. Further, the issue of priorities is determined by the rule in Dearle v. Hall, i.e., the order in which notice is given to the obligor, rather than the usual rule that the rst in time of creation prevails.3 Finally, prohibitions against assignment of a chose in action can bind third parties, whereas encumbrances on chattels are less efcacious against third parties.4
1. Chitty v. Seah Eng Koon [1934] 3 MLJ 164, introduction of word personally on a promissory note had the effect of making the note not negotiable and also prevented a valid assignment of the debt in respect of which the notes were given. 2. Cap. 43 1994 Rev Ed. 3. Applied in K.A.R. Ramanathan Chetty v. Tan Cheng Hoo & Anor [1934] MLJ 262. 4. See Tjio (1994) SAcLJ 159.
246. Many forms of choses in action, for example, intellectual property rights and company shares, also have their own statutory requirements for transfer. At the same time, new and novel forms of intangible property abound. And even where they are not strictly classied as property, they may have many of the remedial characteristics associated with property. For example, although information is probably not a species of property,1 it has been said that equity acts to protect condential information, and the degree of protection afforded makes it appropriate to describe it as having proprietary characteristics, but that is not because property is the basis on which protection is given. It is the effect of that protection.2 It is likely that the fear of criminal consequences has caused many developed Commonwealth jurisdictions to refrain from treating information as a species of property.3 While there are dangers of looking at the consequences and concluding that because some of the protections accorded to property exist that it must be a proprietary right, this is less of a problem in Singapore since our criminal legislation does not generally cover choses in action. For example, Section 378 of the Penal Code4 provides that only movable property can be stolen, and Section 22 of the Code denes movable property as corporeal property of every description, except land and things attached to the earth, or permanently fastened to anything which is attached to the earth.
1. Boardman v. Phipps [1967] 2 AC 46; Victoria Park Racing and Recreation Co v. Taylor (1937) 58 CLR 479. 2. Breen v. Williams [1996] 186 CLR 71 at p. 90 (Dawson, Toohey JJ) noted Nolan (1997) LQR 220. 3. Stewart v. The Queen [1988] 1 SCR 963; 50 DLR (4th) 1; see Hammond, Personal Property Commentary and Materials (1992) at p. 90 et al. 4. Cap. 224 1985 Rev Ed.
II. Documentary Intangibles 247. These are choses in action that are manifested in physical form. Documentary intangibles thus have the traits both of choses in possession and choses in 96 Singapore
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248 249
action. The foremost example of this would be negotiable instruments like the cheque and bill of exchange. These instruments are really debt instruments in which the transfer of paper carries with it the underlying debt, a chose in action. Due to its physical manifestations, there is a tendency to reify the chose in action, so that possession of the physical form takes on a signicance that does not exist with pure intangibles.1 The rules of assignment of choses in action do not, for example, apply where negotiable instruments are concerned such instruments can be transferred free of prior equities. Cheques can also clearly be converted,2 although banks are given statutory defences in the Bills of Exchange Act when handling such instruments.3 But at other times, even the cheque is treated not as a separate physical entity, but only as evidence of a chose in action, so that stoppage of payment appears to also destroy the proprietary nature of the cheque itself. In these situations, the donor of the cheque can lawfully repossess it.4
1. Barak (1983) 18 Israel LR 49. 2. The Ofcial Assignee Of The Property Of Loh Chuk Poh v. The Oversea Chinese Bank Ltd. [1934] MLJ 76. 3. Cap. 23 1985 Rev Ed. 4. JB Jeyaratnam v. Law Society [1988] 3 MLJ 425 (PC from Singapore); discussed by K Shanmugam [1989] 1 MLJ xli, [1989] 2 MLJ lxvi; P Jeyaratnam [1989] 2 MLJ xxxiii, [1989] 3 MLJ xvii.
248. The situation is even more complex with non-negotiable instruments like shares. The giving away of possession of the share certicate (with an executed transfer form) to a middleman can give rise to an estoppel against the true owner. The owners interest would be subordinated to a third part if his action causes a third party to believe that the middleman has the authority or title to transfer the shares.1 Yet it has been held that it would be extremely unusual to obtain a pledge of the paper relating to shares, since security over the underlying chose should be in the form of a mortgage or charge.2
1. Pan-Electric Industries Ltd. v. Overseas-Chinese Banking Corp. Ltd. [1994] 3 SLR 695. 2. Chase Manhattan Bank v. Wong [1993] 1 SLR 1; but see McCracken (1993) 4 Journal of Finance Law & Practice 232.
3. Funds I. Money 249. Money is used as a unit of account, store of value and a medium of exchange. The latter role is, however, predominant. For this reason, although it is treated as a chattel, possessory actions such as conversion cannot generally be brought unless money is set aside, for example, in a bag. This is because title to money passes readily due to its highly negotiable nature, so that the relationship created between the transferor and transferee is generally one of mutuum or loan, rather than bailment, which would normally require that the money not be mixed with the transferees other assets and returned in specie at the end of the bailment.1 Consequently, improperly transferred money is normally recovered through
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Part II, Ch. 1, General Classication
restitutionary actions.2 However, personal actions may not sufce in an insolvency. In these situations, it is vital to establish a proprietary claim, which in equity requires a duciary relationship and probably an equitable proprietary interest.3
1. But see Mercer v. Craven Grain Storage Ltd. [1994] CLC 328; Bridge, Personal Property Law (2nd ed, 1996) at p. 31. 2. Lipkin Gorman v. Karpnale [1991] 2 AC 548. 3. FC Jones v. Jones [1996] 3 WLR 703, Hongkong & Shanghai Bank v. UOB [1992] 2 SLR 495.
II. Mixed Funds or Assets 250. Outside the traditional banker-depositor relationship, however, the intention of the transferor may be to retain ownership in the transferred funds or assets purchased from those funds. This is manifested in the requirement that the transferee keep the funds separate from his own. However, the fungible nature of money and difculty with identication means that the pooling of funds, say, for the purposes of investment, often create problems of ascertainability and co-ownership. Even if the transferor retains a proprietary interest in the fund, it is clear that no individual fund-holder can segregate its share from the rest of the fund. The more difcult question is whether that individual holder in fact shares the fund in common with the other fund-holders or whether the fund-holder only has a contractual right to a share which does not survive an insolvency. As the law stands, it is generally easier to retain a property right than to create a new right in a pool of assets. The former is assisted by the laws of tracing, particularly the presumptions of equity.1 The latter is hampered by the requirement that property be identiable before title to it can pass.2 Consequently, there has to be an unequivocal appropriation at some point in time before a proprietary interest can be created in a mixed fund.
1. See para. 310; Re Halletts Estate (1880) 30 Ch D 696; Hongkong & Shanghai v. UOB, ibid. 2. Re Goldcorp Exchange Ltd. [1995] 1 AC 74.
251. Where a fund consists not of tangible assets but extremely fungible forms of choses in action like shares, however, it may be easier for property to pass even though the shares are not specically appropriated to the individual owners. Rights of co-ownership are quite readily created in these situations,1 although the position in Australia seems to be that such rights cannot be created without specic appropriation.2 The courts in Singapore are likely to adopt the English position, particularly since, under certain circumstances, statute now also recognizes co-ownership rights in a bulk of tangible property.3
1. Hunter v. Moss [1994] 1 WLR 452. 2. In re Harvard Securities Ltd. (in liq), The Times, 19 July 1997. 3. Sale of Goods (Amendment) Act 1996, adopting the 1995 English amendments.
4. Chattels Real 252. The only recognized chattel real is the leasehold interest, which is protected by a personal not a real action. However, for practical purposes, the action 98 Singapore
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of ejectment, which has roots in trespass, is in effect an action for the recovery of land and has the traits of a real action. Further, the Limitation Act1 does not include chattels real in its denition of personal estate although the Wills Act2 does. All other chattels are chattels personal, i.e., choses in possession and choses in action.
1. Cap. 163 1985 Rev Ed. 2. Cap. 352 1985 Rev Ed.
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Chapter 2. Legal Interests

1. Ownership and Possession 253. The common law recognizes only two interests in personal property: ownership and possession. However, ownership in Anglo-American law is not akin to its civilian counterpart; it is simply the best or highest form of possession available. Ownership is the greatest possible interest in a thing which a mature system of law recognizes.1 It therefore follows that possession is by its nature relative, so that someone in possession, even if not the real owner, can maintain an action for conversion or negligence against a wrongdoer, and anyone claiming under him. The English law of ownership and possession, unlike that of Roman law, is not a system of identifyng absolute entitlement, but of priority of entitlement.2 So it is in Singapore. Thus, the person with possessory title can assert that title against the whole world except the true owner, and the defence of jus tertii seldom succeeds.3 The old doctrine of reputed ownership also bears this out, although this doctrine only exists in older legislation like Section 12 of the Distress Act;4 and Sections 7 and 8 of the Land Improvement Act.5
1. Honore, Ownership in Oxford Essays in Jurisprudence (ed. Guest, 1961). 2. Waverley Borough Council v. Fletcher [1996] QB 334, at p. 345. 3. The Ofcial Assignee Of The Property Of Loh Chuk Poh v. The Oversea Chinese Bank Limited [1934] MLJ 76. 4. Cap. 84 1985 Rev Ed. 5. Cap. 153 1985 Rev Ed.
2. Sanctity of Legal Interests 254. Legal interests are said to bind the world and no one is able to transfer a better title than he has: nemo dat quad no habet. This is, however, subject to the statutory exceptions found in the Sale of Goods Act,1 some of which, like the market overt rule, originated in the lex mercatoria. Consequently, legal interests in personal property, though secure, are not completely so. For example, Section 25 of the Sale of Goods Act provides that a buyer in possession of goods may be able to transfer a better title than he himself possesses, although this would not alter the fact that the buyer has converted the goods: 25. Where a person having bought or agreed to buy goods obtains, with the consent of the seller, possession of the goods or the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title, under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, has the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner. 100 Singapore
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It is largely for this reason that hire purchase agreements are structured in such a way that the hirer will not be deemed to be a buyer in possession. Instead, the ction of hiring is created, with the hirer given the option to purchase the hired goods at the end of the hiring agreement for a nominal sum.2 Prior to the nal purchase, a relationship of bailment is created, with the nance company remaining the bailor-owner.
1. Cap. 393 1994 Rev Ed. 2. Helby v. Matthews [1895] AC 471.
3. Special Property 255. Ownership is often aligned with the proprietary right in general property. Section 61 of the Sale of Goods Act states that property means the general property in goods, and not merely a special property. Unfortunately, special property is not dened and is best seen as a property right that is carved out of the rights of the owner of the general property. This would include the possessory rights of a pledgee and lienee. The possessory rights of a pledgee,1 though not a lienee, can be transferred.2
1. Donald v. Suckling (1866) LR 1 QB 585. 2. Bell, Modern Law of Personal Property in England and Ireland (1989) at pp. 136 137.
4. Bailment 256. Both the pledgee and lienee are considered bailees, since the owner or bailor has transferred away possession of the goods. One prerequisite of a bailment is the transfer of possession to the bailee, who has to take possession voluntarily.1 At the end of the bailment, the property has to be returned to the bailor, often in specie and unaltered, but exceptionally in an equivalent form.2 During its currency, however, the bailees common law possessory right is good against the owner or holder of the general property, so long as the terms of the bailment are adhered to. Generally, the bailee will also be able to sue and recover full damages for an interference with his right of possession, even though he would have a good answer to a claim by the bailor for damages.3 But bailments also carry concurrent liabilities as well, and the extent of these are determined by the form of bailment. At least six forms were identied in Coggs v. Barnard,4 at one extreme where the bailor rewards the bailee, e.g., common carrier, for a service performed, where liability is strict. At the other extreme, possession is transferred purely for the benet of the bailor, e.g., a gratuitous service, where only very serious negligence on the part of the bailee would give rise to liability.
1. T Kishen & Company v. Birkart South East Asia Pte. Ltd. (Civil Appeal No. 42 of 1996; 28 September 1996). 2. Mercer v. Craven Grain Storage Ltd. [1994] CLC 328. 3. The Winkeld [1902] P 42; QBE Insurance Ltd. v. Sim Lim Finance Ltd. [1987] 1 MLJ 657. 4. (1703) 2 Ld Raym 909.
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257. The relationship between bailor and bailee is sometimes seen as sui generis, but probably consists of a mixture of tort and contract, with the latter modifying what would otherwise have been extant law. However, the burden is on the bailee to prove that loss would have occurred even without any fault on his part, when the general rule is that damage must be proved by the plaintiff.1 A bailee can sub-bail the goods to another. If the bailor consents either expressly or impliedly to the subbailment, all the incidents of the relationship between bailee and sub-bailee will be implied into the relationship between bailor and sub-bailor.2
1. Port Swettenham Authority v. Sharikat Lee Heng Sdn. Bhd [1971] 1 MLJ 110; Houghland v. R R Low (Luxury Coaches) Ltd. (1962) 1 QB 694. 2. The Pioneer Container [1994] 2 AC 324; Phang (1995) 58 Modern LR 42230.
5. Co-ownership 258. Whereas possession in the strict legal sense can seldom be shared, coownership is a common occurrence. There are only two forms of co-ownership recognized at law: the joint tenancy and tenancy in common. The former carries with it the right of survivorship, so that upon the death of a joint tenant, property will pass automatically to the surviving joint tenant without falling into the deceaseds estate. Equitable interests can also be co-owned, although this would more often be in the form of a tenancy in common, where both parties have distinct and several shares that will devolve to their successors-in-title.
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Chapter 3. Equitable Interests

259. Aside from the legal interests examined above, all other forms of proprietary interests reside in equity. The priority in which equitable interests take effect depend on the maxim qui prior est tempore, portior est jure, so that the interest which is the rst in time to be created prevails over a subsequent equitable interest. However, this is subject to equitys darling, viz., the purchaser of a legal estate for value without notice. Such a purchaser trumps the holder of a prior equitable interest. 260. There is a whole spectrum of equitable interests, and many can exist concurrently over the same property. At one extreme is the interest of a beneciary under a bare trust, where the cestui que trust enjoys all the fruits of the property administered by the trustee. At the other extreme are mere equities.1 These include, for example, rights to rescind a contract arising from misrepresentation or undue inuence. These rights bind the world except for equitys darling and the purchaser of the equitable estate for value without notice.2 In Singapore, the interest of a beneciary in property subject to a trust that would only be constituted on completion of the administration of an estate has been considered to be such an interest.3
1. As opposed to personal equities, which have no proprietary effect: Meagher, Gummow & Lehane, Equity Doctrines and Remedies (3rd ed. 1992) at paras. 427 435. 2. Latec Investments Ltd. v. Hotel Terrigal Pty. Ltd. (1965) 113 CLR 265. 3. Wong Moy (administratrix of the estate of Theng Chee Khim, deceased) v. Soo Ah Choy (Civil Appeal No. 23 of 1996; 13 September 1996), but see Commissioner of Stamp Duties (Queensland) v. Livingtone [1965] AC 694 (PC).
261. There are often contractual covenants made by a seller and a third party that seek to burden the purchaser of personal property. In De Mattos v. Gibson,1 the English Court of Appeal suggested that such covenants would bind a purchaser. However, there is still much uncertainty about the scope of such covenants. In Malaysia, it was said, purely obiter dictum, in Tam Kam Cheong v. Stephen Leong Kon Sang2 that it was an extended application of the principle in real property, where restrictive covenants which touch and concern the dominant covenant bind third party purchasers, and as such only applied to ships (which bear a close analogy with land). In any case, even in England, the principle is restricted to situations where the covenant relates to a specic item of property3 and only applies to a grant of a negative injunction.4 It is uncertain how far the principle will be applied in Singapore.
1. 2. 3. 4. (1859) 4 De G & J 276. [1980] 1 MLJ 36. Mac-Jordan Construction Ltd. v. Brookmount Erostin Ltd. [1992] 56 Build LR 6. Law Debenture Trust Corp. plc. v. Ural Caspian Oil Corp. Ltd. [1993] 2 All ER 355.
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Chapter 4. Security Interests

262. These are rights to look to an asset for the payment of an obligation, often a debt. A proprietary interest provided by way of security entitles the holder to resort to the property only for the purpose of satisfying some liability due to him (whether from the person providing the security or a third party) and, whatever the form of the transaction, the owner of the property retains an equity of redemption to have the property restored to him when the liability has been discharged.1 Consequently, the best way to think of a security interest is to see it as carved out of the absolute interest in the property. It is a right subsidiary to the primary obligation of the debtor to personally repay the debt.
1. Morris v. Agrichemcials Ltd. [1997] 3 WLR 909.
263. Security interests exist both at law and in equity. Common law security like the pledge and the lien are founded on possession; title to the collateral remains with the borrower, who gives up possession to the creditor. Legal mortgages involve a transfer of the legal title to the mortgagee, with the mortgagor retaining the equity of redemption. Equitable security includes non-possessory security like charges, equitable mortages, and equitable liens. These forms of security are subject to the doctrine of equitys darling, i.e., the purchaser of a legal interest for value without notice takes free of prior equitable security. Due to their lack of transparency, non-possessory forms of security often have to be registered, in the case of individuals, under the Bills of Sale Act,1 and in the case of companies, under the Companies Act.2 Attempts are often made to obviate the need for registration by structuring a transaction such that it does not appear to have the characteristics of security. The position in Singapore appears to be that this will normally succeed if sufcient care is taken in the drafting of the security document.3 In other words, courts will not look beyond the intentions of the parties as expressed in the document when deciding whether any or what form of security has been created.
1. Cap. 24 1985 Rev Ed. 2. Cap. 50 1994 Rev Ed. 3. Thai Chee Ken v. Banque Paribas [1993] 2 SLR 609 (sale and repurchase agreement did not create a charge).
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Part III. Acquisition of Property Rights
Chapter 1. Transfer of Property by Contract Inter Vivos

1. Importance of Ownership 264. It is often crucial to determine where the right to property lies. This is especially so in insolvency situations since the trustee in bankruptcy or ofcial assignee administers only property benecially belonging to the insolvent party. However, ownership is also sometimes important in determining who receives the benets of the fruits or secondary prots acquired through the use of the primary property. It also determines on whom the risk of loss or damage to the property lies. Further, once property passes from seller to buyer, the former can sue the buyer for the price of the goods, an action for a debt, and can avoid the inconvenience of suing for damage suffered. In England, although illegality renders a contract void, it may not reverse the conveyancing effect of that contract, where the claim can be asserted without reference to the illegal purpose.1 In Singapore, however, the Court of Appeal in Suntoso Jacob v. Kong said that (e)ven if the appellant is relying on the resulting trust of the said shares by virtue of the transfer thereof to the respondent without any payment, the unlawful purpose of the transfer cannot be ignored.2
1. Bowmakers Ltd. v. Barnet Instruments Ltd. [1945] KB 65. 2. [1986] 2 MLJ 170 at p. 173. Compare Tinsley v. Milligan [1994] 1 AC 340.
2. Land 265. The forms for the contract for the sale of land differ depending on whether the property sold is commercial or residential property in the course of construction and whether they are sold by developers or by individual owners. In regard to the sale of property by owners who are not developers the applicable law for the form of the contract is governed by general law. The sale of property in the course of construction by developers are governed by legislation which prescribe special standard form contracts for residential developments and for commercial developments. I. Sale by Non-developers 266. Prior to a conveyance on sale there is rst a contract for the sale and purchase of the land. In order to be valid a contract for the sale and purchase of
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land has to have the three Ps, viz., the parties must be clear, the property must be clear and the price must be certain. To be enforceable a contract for the sale and purchase of land has to be in writing, or there must be a memorandum of the contract, signed by the party to be charged.1 Where the contract itself is not in writing the memorandum must contain the terms agreed upon and indicate that the parties have agreed to those terms.2 It is common for the actual contract to be preceded by the grant, by the vendor, of an option to purchase. Usually on the exercise of the option accompanied by the payment of 10 per cent of the purchase price, the contract then comes into existence.3
1. Section 6A(d) Civil Law Act Cap. 43 1994 Rev Ed. 2. Ku Yu Sang v. Tay Joo Sing & Anor [1993] 3 SLR 938; Christina Lee v. Eunice Lee [1993] 3 SLR 8. 3. Ng Soo Kim v. Heng Teo Bong [1993] 1 SLR 407.
267. Where there is neither a contract in writing nor a sufcient memorandum of the contract the equitable doctrine of part performance may be applicable.1 There may be a doubt as to the applicability of part performance under Section 6A(d) Civil Law Act as the section does not specically retain the doctrine as does the former Section 40 Law of Property Act 1925 England to which Section 6A(d) is in pari materia.2 However, there are as yet no cases on this point and in any event there remains the doctrine of equitable estoppel.
1. Steadman v. Steadman [1976] AC 536. 2. Crown, Cutting the apron strings: The localisation of Singapores Land and Trust Law (1995) SJLS 75 at pp. 77 81. In England Section 40 Law of Property Act 1925 has been amended by Section 2 Law of Property (Miscellaneous Provisions) Act 1989.
268. The contract may be conditional, e.g., subject to satisfactory replies, or subject to approval of a third party being given. In this case the parties are in contract but the contract becomes enforceable only when the condition is fullled.1 Where the condition is not satised the parties are left to their remedies as set out in the contract.2
1. Ong Bok Realty Pte. Ltd. v. Chian Hong (Pte.) Ltd. [1987] 2 MLJ 37; Selvadurai Pala Krishnan v. Francis Adrian & Co Pte. Ltd. [1985] 2 MLJ 182; Chi Lung Holdings Sdn. Bhd. v. Attorney General [1994] 2 SLR 354. 2. Chye Seng Huat Construction Pte. Ltd. v. Goh Chin Soon [1991] 1 MLJ 1077.
269. Once there is a binding contract for the sale and purchase the equitable interest passes to the purchaser leaving the vendor with the title as constructive trustee.1 Property can be said to pass when there is a binding contract. This is the position unless the contract is a conditional one. The purchaser bears the risk of the property being damaged.2 However, where the circumstances so justify, viz., when without default of either party, a contractual obligation has become incapable of being performed because the circumstances in which performance is called for would render it a thing radically different from that which was undertaken by the contract . . . the doctrine of frustration of contract can apply.3 This doctrine was
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applied to a case where the land contracted to be sold was made subject to compulsory acquisition before the conveyance was completed.4
1. Lysaght v. Edwards (1876) 2 Ch D 499; Christina Lee v. Eunice Lee [1993] 2 SLR 8; Lim Kim Som v. Sheriffa Taibah bte Abdul Rahman Alsagoff [1994] 1 SLR 393. 2. Rayner v. Preston (1881) 21 Ch D 1 and Section 3(13) Conveyancing and Law of Property Act. 3. Davis Contractors Ltd. v. Fareham District Council [1956] AC 696. 4. Lim Kim Som v. Sheriffa Taibah bte Abdul Rahman Alsagoff [1994] 1 SLR 393.
270. Where the parties enter into a contract with only the parties, price and property ascertained, they have an open contract and the terms as set out in Section 3 Conveyancing and Law of Property Act apply. These provide for the rights and obligations of the parties as to title, e.g., a purchaser shall not be entitled to require title to be deduced for more than fteen years. The Law Society has also a set of standardized conditions of sale which parties may incorporate into their contract.1 On completion date the vendor transfers the title to the purchaser on receipt of the balance of the purchase price.
1. The Law Society Conditions of Sale.
II. Sale of Units by Developers in Developments for Residential and Commercial Purposes 271. The practice in regard to the sale of units by developers in a development whether for residential or commercial purposes, is for the developer to offer the units for sale even before the building is constructed. Potential purchasers enter into contracts to buy simply on the strength of plans and mock ups of units. Purchasers pay in instalments as the construction of the building progresses and the last instalment is paid only on completion date. Purchasers thus need to be protected from developers who may not be able to complete the projects. Another not uncommon feature is that when the building is ready and the actual demarcation of the subdivision of the units are done the area that was agreed to be bought may be different from that which is actually transferred on completion. Thus to ensure that purchasers are adequately protected legislation was enacted to govern the sale of units in residential and commercial developments. A. Residential Developments 272. The Housing Developers (Control and Licensing) Act1 govern the development of housing for residential purposes. Under this Act housing developers must be licensed before they can carry on the business of housing development. This is dened as the business of developing or nancing the development of more than four units of housing accommodation, which in turn is a building constructed and intended for human habitation or human habitation and business purposes.
1. Cap. 130 1985 Rev Ed.
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273. Option agreements and contracts for sale of units in a housing development must be in the forms prescribed in the Act.1 Variations to the prescribed are permitted only with the prior consent of the authorities. The prescribed forms regulate closely the rights and duties of both purchaser and developer including setting out a schedule for payments of instalments.
1. The prescribed forms are set out in the Housing Developers Rules Cap. 130 R1 1990 Ed. as amended by Housing Developers (Amendment) Rules 1997.
274. The transaction is completed when the developer transfers the strata title that is issued to him to the purchaser. This should take place at the latest three years from the time of the delivery of vacant possession of the unit. Should the area of the unit transferred be larger than that agreed to be sold the vendor may not adjust the price although should the area be less than that agreed to be sold by more than 3 per cent the purchaser is entitled to an adjustment of the price for deciency which exceeds 3 per cent.
B. Commercial Developments 275. The sale of commercial properties where the building is not completed or where the certicate of tness has not been given, is governed by the Sale of Commercial Properties Act.1 For the purposes of the Act commercial property refers to a unit in a building (where there are more than four units) which are used for a purpose other than a residential purpose. The Act provides for a standard form contract for sale and purchase as well as for the option that precedes the contract. They are on lines similar to that prescribed for residential housing developments. The object of the terms in the standard form contract is to protect the purchaser hence no variation is permitted except with the prior consent of the authorities.2 However, where the prescribed form leaves a blank to be lled in by the parties, e.g., the date for completion, a subsequent variation, without the permission of the authorities, of the date earlier lled in is not regarded as a variation of the form.3
1. Cap. 281 1985 Rev Ed. 2. Sale of Commercial Properties Rules Cap. 281 R 1 1990 Ed. as amended by Sale of Commercial Properties (Amendment) Rules 1997. 3. Mun Hean Realty Pte. Ltd. v. Fu Loong Lithographer Pte. Ltd. [1993] 1 SLR 713.
276. The standard form of the contracts under both the Housing Developers (Control and licensing) Act and the Sale of Commercial Property Act provide for the remedies available to a vendor in the event of breach are set out in the regulations. It has been held in Excelsior Hotel Pte. Ltd. v. Hiap Bee (Singapore) Pte. Ltd.1 that this does not oust the remedies available at general law. Thus although the prescribed remedy is damages the vendor may sue for specic performance.
1. [1990] 2 MLJ 211.
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277. The transfer of intangibles will be dealt with in the section on assignments of choses in action. Our concern here is with the consensual transfer of tangible property pursuant to a contract, i.e., where consideration for the promise to transfer is furnished. The relevant rules are found in the Sale of Goods Act.1 Section 17(1) of that Act states that: Where there is a contract for the sale of specic or ascertained goods, the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred. Delivery is thus unnecessary where the parties intend that the property in specic or ascertained goods is transferred prior to that time.
1. Cap. 393 1994 Rev Ed.
II. Specic Goods 278. Section 61 of the Act denes specic goods as goods identied and agreed on at the time a contract of sale is made and includes an undivided share, specied as a fraction or percentage, of goods identied and agreed on as aforesaid. Where goods are specied, the passing of property depends on the intention of the parties. To discern those intentions, a series of presumptions are provided by Section 18 of the Act: Rule 1. Where there is an unconditional contract for the sale of specic goods in a deliverable state, the property in the goods passes to the buyer when the contract is made, and it is immaterial whether the time of payment or the time of delivery, or both, be postponed. 279. The rule can appear to be harsh on the seller of the goods, but this is mitigated by the fact that the seller retains an unpaid sellers lien by virtue of Section 41 of the Act. Again, the rule is only a presumption, and can be overcome by evidence of the parties intentions. For example, the insertion of a retention of title or Romalpa clause1 would show that the parties agree that the seller retains title to the goods until payment is made. However, the parties intentions must be possible of fullment, thus Romalpa clauses may not work if drafted so widely as to include title to new or transformed goods resulting from the sellers original goods. Section 19 statutorily preserves the sellers right to dispose of the goods, particularly in international trade situations, where the bill of lading states that the goods are deliverable to the order of the seller or his agent. As will be seen later, the bill of lading is a document of title to goods contained on the ship, and represents the underlying goods. A further caveat to Rule 1 is provided by Rules 2 and 3 of the same section, i.e., the contract may require the seller to put the goods in a deliverable state or to weigh, measure and test the goods for the purpose of
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ascertaining the price. The seller would then have to comply with these requirements and notify the buyer before Rule 1 can operate.
1. [1976] 1 WLR 676, see below at para. 379.
III. Unascertained Goods 280. Unascertained goods are not dened, and include an undifferentiated portion of an identied bulk of goods. Section 16 states that property in unascertained goods cannot pass until they have become ascertained. However, an exception to this rule is now provided by the Sale of Goods Amendment Act 19961 in cases where a stated portion of undivided property is sold in an identied bulk. In such instances, the buyer becomes the co-owner of the bulk to the extent of his proportionate share in that bulk. This amendment meets the needs of traders dealing with bulk cargos in international trade.
1. Following the 1995 UK amendments.
281. In all other cases, Section 18 Rule 5(1) requires the goods to be unconditionally appropriated to the contract by the seller or buyer, with the assent of the other. Assent is often identied from the acts of the parties, e.g., buyer handing over a container to the seller for the latter to load the purchased goods.1 The requirement of unconditional appropriation usually means that the goods have been unequivocally set aside and identied,2 although the doctrine of exhaustion is of some assistance here, i.e., if the remaining residue after other orders are met coincides with the buyers share.3
1. Aldridge v. Johnson (1857) 7 E & B 885. 2. Carlos Federspiel v. Twigg [1957] 1 Lloyds Rep 240. 3. The Ela [1982] 1 All ER 208, Section 18 Rule 5(3) and (4).
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Chapter 2. Transfer of Property by Death

1. Law Applicable to Adherents of the Muslim Faith 282. The Administration of Muslim Law Act1 applies to adherents of the Muslim faith and the distribution of property on the death is governed by Part VII of that Act. Section 111 states that not withstanding any other written law no Muslim domiciled in Singapore shall dispose of his property on death except in accordance with the provisions of the school of Muslim law professed by him. Where a Muslim person dies intestate domiciled in Singapore his estate and effects shall be distributed in accordance with Muslim as modied where applicable by Malay custom.2
1. Cap. 3 1985 Rev Ed. 2. Section 112 Administration of Muslim Law Act Cap. 3 1985 Rev Ed.
283. The money in the Central Provident Fund to which a Muslim person is entitled does not form part of his estate under the Administration of Muslim Law Act. Accordingly where he has, in his lifetime, made a nomination under the Central Provident Fund Act,1 his nominee will be benecially entitled to the money.2
1. Section 25 Central Provident Fund Act Cap. 36 1997 Rev Ed. 2. Saniah bte Ali v. Abdullah Bin Ali [1990] 3 MLJ 135. See also B. Crown, Death and the Central Provident Fund [1991] 1 MLJ cxiv.
2. In General I. By Will 284. Except in regard to persons of the Muslim faith, there is freedom of testation in Singapore subject only to the limited control under the Inheritance (Family Provisions) Act.1 The owner of any interest in any property, of sound mind, may dispose of his interest under a valid will. The will must be executed in accordance with the Wills Act2 which requires that the will be in writing, signed by the testator in the presence of two witnesses who must acknowledge his signature in his presence. Further the testator must have a disposing mind and memory at the time the will is made.3
1. Cap. 138 1985 Rev Ed. 2. Cap. 352 1985 Rev Ed. 3. Bankes v. Goodfellow (1870) LR 5 QB 549 at p. 565.
II. Intestate Succession 285. Where a person domiciled in Singapore dies without leaving a valid will all his property movable and immovable will be distributed in accordance with
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Section 7 Intestate Succession Act.1 The Act also applies to immovable property in Singapore of any person who is not domiciled in Singapore at the time of death.2 The rules in Section 7 provide for the different classes of next of kin of the deceased who shall be entitled to his estate. In the absence of any next of kin the rules provide for the State to be entitled.
1. Cap. 146 1985 Rev Ed. 2. Section 5 Intestate Succession Act.
III. By Nomination 286. The money to which a member of the Central Provident Fund is entitled is deemed to be not part of his estate when he dies and is not be subject to his debts except estate duty payment.1 Under Section 25 Central Provident Fund Act a member of the Fund may, in his lifetime, make a nomination in regard to the money in the Fund to which he is entitled. Any number of nominations may be made so long as the provisions of the Act are complied with. The last valid nomination will be the operative one on his death. The money is deemed to be impressed with a trust in favour of the person nominated.2 Where the member does not make a valid nomination in his lifetime, on his death the money to which he is entitled will be paid to the Ofcial Assignee who will dispose of it in accordance with the written law in force.3 Although under Section 24(3) the money is deemed not to form part of the deceased members estate in practice the Ofcial Assignee pays such money received to the persons entitled to his property under his will if there is one or to those entitled as on intestacy where he died without a valid will.4
1. 2. 3. 4. Section 24(3) Central Provident Fund Act. Ibid. Section 25(2) Central Provident Fund Act. See B. Crown, Death and the Central Provident Fund [1991] 1 MLJ cxiv.
IV. Right of Survivorship 287. Where property is held by two persons as joint tenants, unless the joint tenancy has been severed in the lifetime of a joint tenant, on the death of one of the joint tenants the survivor becomes to the entire interest as the sole owner. A joint tenant may not dispose of his interest in property which he holds in a joint tenancy, by will. Where there are more than two joint tenants the surviving joint tenants remain as joint tenants of the property.1,2
1. See above Part 1 Chap 6. 2. Section 37(1) Probate and Administration of Estates Act Cap. 251, 1985 Rev Ed.
V. Donatio Mortis Causa 288. While this is not strictly a transfer of property by death, it is a transfer on death. It only applies to personal property, including intangibles which are 112 Singapore
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represented in a physical form, e.g., bank deposit books. This is because a valid donatio mortis causa requires delivery of the subject matter of the gift during the donors lifetime, although a constructive delivery sufces. A gift of land made in contemplation of death can also be perfected by the delivery of title deeds by way of a trust arising by operation of law.1
1. Sen v. Headley [1991] 2 All ER 636.
289. However, the donor only intends for the gift to take effect on his death the gift is in contemplation of death. In a sense, donatio mortis causa is an exception to both the form of transfer by inter vivos gift (which as we will see requires an intention to make a present and complete gift)1 as well as by way of a will (which requires compliance with the requirements of the Wills Act). If, however, the donor does not die, the donatio mortis causa does not take effect, so that the donee will hold the property for the donor on a form of bailment.
1. This is the preferred view: In the Matter of Order 17 Rules 1(1)(a) and 3(1) of the Rules of the Supreme Court (Originating Summons No. 811 of 1994, 20 January 1998).
3. Personal Representatives I. Executors 290. On the death of a person leaving a valid will where he has appointed executors, such executors may apply for the grant of probate.1 Probate shall not be granted to more than four persons.2 A person appointed executor may renounce the appointment.3 Where an executor dies before the estate is fully administered the representation of the estate shall accrue to the surviving executor. Where the sole executor dies before the estate has been fully administered, leaving a will in which he has appointed executors his executors shall be executors of the estate that the deceased was administering. This chain of representation is broken only where the last executor dies intestate.4 In such circumstances letters of administration de bonis non will have to be appointed for the original testator.5
Section 8 Probate and Administration Act Cap. 251 1985 Rev Ed. Section 6 Probate and Administration Act. Section 3 Probate and Administration Act. Section 16A Civil law Act Cap. 43 1994 Rev Ed., Syed Ali Redha Alsagoff v. Syed Salim Alhadad [1996] 3 SLR 415 at p. 420. 5. Section 16A Civil law Act. 1. 2. 3. 4.
II. Administrators 291. Where the deceased died without appointing executors in a valid will or where he died intestate, until the appointment of administrators, the estate of the deceased vests in the Chief Justice.1 Letters of administration may be granted to the spouse or next of kin of the deceased. Where no such person applies any creditor
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of the deceased may apply for letters of administration.2 Where an administrator dies before the estate is fully administered the representation of the estate accrues to the surviving administrators. On the death of the last surviving administrator, an administrator de bonis non must be appointed for the estate of the original deceased. Unlike the case of the last surviving executor there is no automatic passing of the administration to the second administrator.3
1. Section 37 Probate and Administration Act. 2. Section 18 Probate and Administration Act. 3. Syed Ali Redha Alsagoff v. Syed Salim Alhadad [1996] 3 SLR 415 at p. 420.
III. Estate Duty 292. Estate duty has to be paid on the passing of all property to which the deceased was benecially entitled.1 Estate duty is a rst charge on the estate and must be paid before any grant of any representation shall be issued by any court.2 After the estate duty has been paid the personal representatives may proceed with the administration of the estate. Any one personal representative may deal with the estate and give a valid receipt, except in regard to the sale of land where the receipt must be given by at least two personal representatives.3 An order of court must be obtained before any part of the estate be mortgaged or sold after six years from the date of death unless the mortgage or sale is authorized by the will.4 In regard to land governed by the Land Titles Act the executors must register the transmission of the land to them prior to their effecting any dealings.5
1. Sections 6 14 Estate Duty Act Cap. 96 1985 Rev Ed. Exceptions to liability to estate duty are gifts made for at least ve years, or in the case of a gift to a charity at least one year, prior to death. 2. Sections 29 & 42, Estate Duty Act. 3. Section 18 Trustees Act Cap. 337 1985 Rev Ed. 4. Section 35(2) Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed. Syed Ali Redha Alsagoff v. S.S. Alhadad [1996] 3 SLR 410, United Overseas Finance Ltd. v. Sakayamary [1997] 3 SLR 211. 5. Section 107 Land Titles Act Cap. 157 1994 Rev Ed.
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1. General 293. There is very little land that is res nullius today, so acquisition by possession where land is concerned refers to acquisition by adverse possession. Prior to 1994 Section 9 of the Limitation Act1 provided that no action can be brought to recover any land after a period of twelve years from the time the cause of action accrued. The cause of action accrued from the time the owner was dispossessed by the adverse owner. Adverse in this context meant that the possession must not be given with the consent, express or implied, of the paper owner. However, Section 177 of the Land Titles Act2 now provides that in the context of registered land, no title can be acquired by adverse possession (see above under Possession and Title). There is more scope for the acquisition of property rights by way of possession where personal property is concerned. Possession, however, is a relative concept. It depends on both the fact of possession and the animus or intention to possess. The common law generally recognizes that it is more difcult to acquire an interest than to maintain it. This is in order to protect the sanctity of prior possession. For example, it is extremely difcult, if not impossible, to acquire an interest in commingled property. There are, however, rules to trace property already owned, into such property.3 So it is with possession. Much would also depend on the nature of the property one is seeking to possess. Conversely, possession is lost only if there is both the animus and factum of abandonment.
1. Cap. 163 1985 Rev Ed. 2. Cap. 157 1993 Ed. 3. See below at para. 310.
2. Constructive Possession 294. This is sometimes confused with symbolic possession, which occurs when, for example, an item is delivered that is intended to symbolize delivery of the whole. Things are in constructive possession when they are held by ones agent or bailee. To effect a delivery of property held by a third party, such as a warehouseman, the latters attornment is necessary to show that he is now holding the property as agent or bailee for the buyer. This would be needed in cases where delivery orders or warrants are given by the seller to the buyer. However, where the document has acquired the status of a negotiable instrument, such as a bill of lading, negotiation of such a bill will automatically serve as constructive delivery of the underlying property.1 Again, while there has to be delivery by the seller and acceptance by the buyer before possession is effectively transferred, this can occur without physical delivery if the nature of the sellers possession changes to that of an agent or bailee of the buyer.
1. Lickbarrow v. Mason (1787) 2 TR 63. In Singapore and Malaysia, mates receipts are by custom treated like bills of lading: Chan Cheng Kum v. Wah Tat Bank Ltd. [1971] 1 MLJ 177.
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295. Where ownership has not been abandoned, but only possession, a nder who takes possession acquires a right which is subordinate only to that of the true owner. The nder is treated like a bailee, and is expected to respect the title of the true owner, the ctitious bailor. In addition, the nder is expected to search for the true owner.1
1. Parker v. British Airways Board [1982] QB 1004; Daniel S/O D William v. Luhat Wan [1990] 2 MLJ 48.
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Part IV. Trust and Fiduciary Mechanism
Chapter 1. Administration of Property/Trusts

1. General 310. Equitable interests were examined in Part II above. Our concern here is with a particular equitable interest, that arising under a trust. Trust interests can arise through the express arrangement of settlor, trustee (who could also be the settlor in the case of a self-declared trust) and beneciary (although strictly speaking the latter need not consent to it1). The trust device allows management responsibility to be vested in the trustee while benecial enjoyment of the property resides with the cestui que trust or beneciary. The duties imposed on an express trustee are extremely onerous, and may include the duty to invest the trust property, to keep proper accounts, and the like. Although trustees may delegate some of their powers to co-trustees or agents, they remain under a duty to supervise the co-trustee or agent. Upon a breach of duty, the trustee is generally required to restore the trust to its pre-breach position. Under Section 63 of the Trustees Act,2 however, a court may be able to relieve a trustee from the consequences of a breach of trust if convinced that the trustee had acted honestly and reasonably, and ought reasonably to be excused from liability.
1. Standing v. Bowring (1885) 31 Ch D 282. 2. Cap. 337 1985 Rev Ed.
311. Alternatively, trust interests can arise by operation of law, so called constructive trusts. In this context care has to be taken not to confuse what are true constructive trusts with the in personam liability of certain wrongdoers to compensate the trust or restore trust property like a trustee mismanaging a trust. True equitable interests can subsist even in commingled property. In equity, this requires the existence of a duciary relationship and the continued identication of property. There the latter is concerned, equity presumes that a trustee acts honestly and consequently dissipates his own share of the mixed fund rather than the beneciaries.1 Even the true constructive trust, however, does not impose the same strict management duties that exist with the express trustee.
1. Re Halletts Estate (1880) 30 Ch D 696; Hongkong & Shanghai Bank v. UOB [1992] 2 SLR 495.
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312. Somewhere between the express and constructive trust lies the resulting trust, which is presumed in cases of a gratuitous transfer of property from one party to another. Unless there is an express declaration of trust or agreement, the benecial interest will generally belong to the parties in the proportion in which they provided the purchase money towards the acquisition of property. This is the case even if the property is put in joint names at law, as this is presumed to be the real but unexpressed intention of the payer.1 The law is somewhat complicated here since the presumption of resulting trust can sometimes be countered by the presumption of advancement, where a man puts property in the name of his wife or child.2 However, the modern trend is to discern the parties intentions from the surrounding evidence, rather than to rely on these presumptions.3
1. Chia Kum Fatt v. Lim Lay Choo [1993] 3 SLR 833. 2. In Australia, the presumption can apply gifts by the mother to a child: Nelson v. Nelson (1995) 184 CLR 538. 3. Neo Tai Kim v. Foo Stie Wah [1985] 1 MLJ 397 (PC from Singapore).
313. In cases of vitiated agreements to transfer property, a resulting trust could also arise when the contract is set aside and the recipient is found to have acted unconscionably.1 It has, however, been held in Singapore that money paid pursuant to a fraudulent misrepresentation is automatically held on trust,2 and that a common and mutual mistake in a land transaction could prevent title to the property from passing.3 The resulting trust can also arise automatically, where there is a gap in benecial ownership. This is one way of explaining the secondary trust in Barclays Bank v. Quistclose Investment,4 where money lent for a particular purpose was held on trust for the creditor when the purpose failed. When this happens the property is extracted from the estate of the borrower for the benet of the creditor. It should be noted, however, that it will often not be easy to impress money with a purpose or a trust. The purpose has to be clearly dened and sufciently certain.5
1. Westdeutsche Landesbank Girozentrale v. Islington London Borough Council [1996] 2 WLR 802 (HL); Tjio [1996] SJLS 608. 2. Standard Chartered Bank v. Sin Chong Hua [1995] 3 SLR 863. 3. Or Chor Seng v. Tjinta Pte. Ltd. (in liq) [1995] 1 SLR 48. 4. [1970] AC 567. 5. Ramnani v. Vaswani [1994] 2 SLR 740.
3. Express Trusts 314. An express trust is created when the following conditions are satised: (a) formalities for its creation; (b) certainty of intention, subject matter and objects (i.e., beneciaries); (c) proper constitution or transfer of the trust property to the trustees. Section 6B(1) of the Civil Law Act1 requires a declaration of trust involving land to be evidenced in writing. The writing has to be provided by the person able to declare the trust, but want of writing only makes the trust unenforceable, not void. While not strictly relevant to the declaration of a trust, Section 6B(2) 124 Singapore
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requires all dispositions of an equitable interest to be in writing. This would apply to a beneciary seeking to transfer its interest under a trust, and perhaps even to a declaration of a sub-trust by the beneciary.2 Section 6B(3) provides that SubSections (1) and (2) do not apply to the creation or operation of resulting, implied or constructive trusts.
1. Cap. 43 1994 Rev Ed. 2. Green (1984) Modern LR 385.
I. Certainty 315. For a trust to be validly created, the settlor must manifest the intention so to do. Mere precatory words of hope are not enough. The intention must be to create a present irrevocable trust in the beneciarys favour. 316. The subject matter of the trust has also to be certain, since the general rule is that property can only pass, here to the trustee to hold for the beneciary, when the property is ascertained. We have seen, however, that the requirement of ascertainability may be less stringent in the case of certain choses in action like shares,1 so that the declaration of trust over part of a pool of shares is sufciently certain for the trust to be validly created, without the need for segregation of that part from the rest of the pool. A trust of the residuary estate is sufciently certain.
1. Hunter v. Moss [1994] 1 WLR 452.
317. The objects or beneciaries of the trust also have to be sufciently certain in order for trustees to carry out their duties, unless the trust is considered charitable. A charitable trust has to be for one of the following purposes: relief of poverty, advancement of education or religion, or for other purposes benecial to the community. In addition, there has to be an element of public benet created by the charitable trust. In the case of non-charitable xed trusts, the trustees must be able to draw up a complete list of all the beneciaries that are entitled to share in the estate, since a mistake made in the case of one beneciary will invariably affect the shares of all the other beneciaries. This is, however, not the case with discretionary trusts. II. Discretionary Trusts 318. This is an express trust in which no individual beneciary has a right to any particular part of the trust fund. Instead, the trustees are given the discretion, which they have to exercise, to nominate which beneciary or beneciaries from within a class of beneciaries would benet. Until their discretion is exercised, the individual beneciary only has a right to be properly considered by the trustees. However, the trustees are under a duciary duty to properly consider the appointment.1 Given these duties, the class of objects has to be sufciently certain in order for the trustee to properly administer the trust. The test is, however, not as strict as
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in the case of a xed trust: all that is needed is for the trustee to say of any person whether he or she is within or without the class.2 The class must not, however, be so wide as to render the trust administratively unworkable.3
1. McPhail v. Doulton [1971] AC 424. 2. McPhail, followed locally in Hongkong Bank Trustee (Singapore) Ltd. v. Farrer Tan [1988] 1 MLJ 485. 3. R v. District Auditor ex p. West Yorkshire Metropolitan County Council (1986) 26 RVR 24.
III. Constitution 319. A trust also has to be completely constituted, i.e., the trust property must properly vest in the trustee. The law of gifts is relevant here. If it is not completely constituted, then the trust or promise to create a trust cannot be enforced by the beneciary, who is but a volunteer. In the three-party situation of settlor, trustee and beneciary, the settlor has to do everything in his power to transfer the subject matter of the trust to the trustee. In the case of shares for example, the transfer form has to be duly executed and delivered along with the share certicates, even if registration only occurs sometime later.1 However, the principle would not apply where there may be a decisive intervening factor, such as the approval of a third party.2 Actual formalities depend on the nature of the property; with chattels, mere delivery sufces, in the case of shares, the transfer form has to be properly executed. In the two-party situation, no transfer is required, since the settlor is the trustee. What is crucial is that there has to be an present irrevocable intention on the part of the settlor/trustee to create a trust. However, the court will not nd in an imperfect transfer of property to a third party trustee a self-declaration of trust by the settlor.3 In a highly exceptional situation, however, a court may nd that the promise to transfer property in itself constitutes the subject matter of a trust that is held by the trustee on behalf of the beneciary.4
1. Re Rose [1952] Ch 497. 2. Re Lee Phee Soo (1960) 26 MLJ 75, where permission of Controller under the Finance Regulations then in force to transfer the shares had not been obtained. 3. Milroy v. Lord (1862) 4 De G F & J 264. 4. Fletcher v. Fletcher (1844) 4 Hare 67.
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1. Constructive Trust 320. There is no single principle behind the constructive trust. Among some of the impulses behind it is the desire to prevent fraud or unconscionable conduct and to reverse an unjust enrichment. Constructive trusts often arise by operation of the law, and may be imposed in spite of the intentions of the relevant parties. One difculty with this area of law is that it was not altogether clear when the constructive trust arises, as that would have ramications for third parties dealing with the constructive trustee. In Singapore, there is little indication that the courts are willing to utilize the constructive trust as a remedy, which requires the claimant to obtain a court order before the interest crystallizes. It is generally the case that the constructive trust arises automatically by operation of law once the qualifying conditions are satised, which conditions will now be examined. Simply put, the court order only vindicates the pre-existing equitable interest. There are, however, some signs that courts are willing to impose the constructive trust as a remedy.1
1. Sumitumo Bank v. Kartika Ratna Thahir, The Pertamina case [1993] 1 SLR 735; Tjio [1993] SJLS 198.
I. Prevention of Fraud or Unconscionable Conduct 321. This category is frequently invoked in the context of land, particularly matrimonial or quasi-matrimonial property. Where couples have come to a common understanding that one of them will hold property on trust for both of them, and the other acts to his or her detriment in reliance on that understanding, a constructive trust arises to protect the interest of the other. However, the basis of that common intention has to be a representation by words. Exceptionally, conduct can form the basis of this common understanding. However, it appears that the only relevant conduct is some form of contribution towards the purchase of the co-owned property.1 There are signs that the common law is, however, willing to search for other forms of conduct for evidence of the common understanding.2 In Singapore, the Womens Charter also provides that in the case of matrimonial property, the division between the parties of the proceeds of the sale of any such asset in such proportions as the court thinks just and equitable. However, the relevant provisions only apply in cases of nullity, judicial separation or divorce.3
1. Lloyds v. Rosset [1991] 1 AC 107, applied in Tan Thiam Loke v. Woon Swee Kheng [1992] 1 SLR 232, but where the court found that there was no detrimental reliance. 2. Midland Bank v. Cooke [1995] 4 All ER 562. 3. Section 112 Womens Charter Cap. 353 1997 Rev Ed.
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322. This category includes situations where the transferor has agreed to transfer property to a transferee, and equity deems done that which ought to be done, so that the transferor will hold the property on trust for the transferee. However, the contract has to be specically enforceable or, at the minimum, consideration should have been furnished by the transferee.1 This is an example of the operation of the equitable doctrine of conversion.
1. In Re Mohamed Salleh Eusoof Angullia [1941] MLJ 22, following Tailby v. Ofcial Receiver (1888) 13 App Cas 523; cf. Worthington (1996) 11 Journal of Contract Law 1, who argues that specic enforceability is necessary for the doctrine of conversion to operate.
323. Constructive trusts also arise in the situation where property is transferred on the understanding that they would be held on trust for the transferor, whereupon the transferee later seeks to renege on the understanding. This occurs most frequently in transactions involving land, which as we have seen requires writing before trusts can over it can be created. It has been held that want of writing will not prevent the trust from arising if the formalities, which were to prevent fraud, are being used in furtherance of fraud.1 In some cases, unconscionability seems to have been given even a wider role to play. Along with estoppel, it has been used to create an equitable interest in future property for the benet of a promisee, if this was what the promisor had represented, and where the promisee had relied upon the promise to its detriment.2
1. Rochefoucald v. Boustead [1897] 1 Ch 196. 2. Goh Swee Fang v. Tiah Juah Kim [1994] 3 SLR 881.
II. Breach of Fiduciary Duty 324. Fiduciaries owe a duty of loyalty to their principals: they are not allowed to use their ofce of trust to attain a prot for themselves. The law is highly draconian, a probability of conict sufces, and it is irrelevant whether the principal could in fact have obtained the prot for itself.1 Further, the rule applies also to situations where a duciary is in a position of conict due to multiple engagements.2 Trustees for example may never purchase trust property, however, fair the price and scrupulous the mode of sale. The purchased property will be held on trust for the beneciary. But the category of duciaries extends beyond trustees to include directors,3 agents,4 solicitors5 and persons that have undertaken to serve the best interests of one clearly relying on the others service and good faith.6 Fiduciaries that make a prot in breach of their duty are expected to account personally for the prots made. Often they may also hold the prot on constructive trust for the principal, on the principle that equity deems done that which ought to be done, so that it would be unconscionable for the duciary to deny that it, for example, received the bribe on trust for the principle.7
1. 2. 3. 4. Hytech Builders Pte. Ltd. v. Tan Eng Leong [1995] 2 SLR 795. Ohm Pacic Sdn Bhd v. Ng Hwee Cheng [1994] 2 SLR 576. Hytech Builders Pte. Ltd. v. Tan Eng Leong, supra. The Gulf Bank K.S.C. v. Yong Tai Kong (Suit 1128/1991).
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5. Ohm Pacic, supra. 6. Sin Leng Chua v. Interfood (Suit No. 4050 of 1982), following Hospital Products Ltd. v. U.S. Surgical Corporation (1984) 58 AJLR 587. 7. The Pertamina case [1994] 3 SLR 257 (CA), following AG of Hong Kong v. Reid [1993] 3 WLR 1143 (PC).
325. While there is no general statutory defence for duciaries, company directors are protected by Section 391 of the Companies Act which provides that a director may be excused from a breach of duty where that director had acted honestly and in good faith. III. Constructive Trusteeship 326. This is not a true constructive trust situation, in the sense that a beneciary can claim its interest in order to obtain priority over other creditors in the trustees insolvency. Instead, there is here only a personal liability on the part of the deemed trustee to account for a prot received, or to compensate for a loss suffered. Non-duciaries may, for example, obtain the proceeds of a breach of trust or duciary duty. If the sometime-termed stranger still has the property, it has to return the property, regardless of whether it knew of the breach of duciary duty.1 This is subject to the rules of tracing, which in equity is a powerful process.2 If, however, the property has been dissipated, there is nothing that can form the subject matter of a trust. However, if it had been received in circumstances where the recipient actually knew of or had been put on inquiry regarding the breach of duciary duty, the recipient will be liable to account for the receipt.3 Alternatively, strangers that do not receive trust property may assist in a breach of trust or duciary duty. In these circumstances, the stranger will be liable to compensate for any loss suffered by the trust or principal if it assisted dishonestly,4 although locally it may be that knowledge is still a necessary ingredient before this form of secondary liability is imposed.5
1. 2. 3. 4. 5. Yogimbikai Nagarajah v. Indian Overseas Bank [1997] 1 SLR 258. See para. 310. Yogimbikai, ibid. Royal Brunei Airlines Sdn Bhd v. Tan [1995] 3 MLJ 74 (PC from Brunei). Four Seas Construction Co. Ltd. v. D & C Bank (Suit No. 1564 of 1995).
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Part V. Security
Chapter 1. Securities in Immovable Property

1. Liens and Charges 327. Land may be used as security for loans in two ways, viz., the mortgage and the charge. In a mortgage, the mortgagees security lies in his having the title to the land. This gives him the right to foreclose should the mortgagor default. Although in respect of land under the Land Titles Act the mortgagee does not have the title, nevertheless he is given the right to foreclose by the statute.1 In a charge the chargees security lies in the right to sell the land on default. The distinction between the mortgage and the charge is today more one of form than of substance. In regard to land under the Land Titles Act the registered mortgage should be used only to secure debts while the registered charge is used to secure periodic payments.2 Aside from mortgages and charges there are the equitable liens, e.g., the vendors lien and the purchasers lien in a transaction for the sale of land. These liens are imposed by Equity.
1. Sections 68(3) & 76 Land Titles Act Cap. 157 1994 Rev Ed. 2. Sections 68(1) & (2) Land Titles Act.
I. Under General Law 328. In land that is not under the Land Titles Act a charge is an equitable interest which comes into existence when property is expressly or constructively made liable, or specially appropriated to the discharge of a debt or some other obligation and confers on the chargee a right of realization by the judicial process. . . .1 There are no particular formalities for the creation of a consensual charge. All that is required is the intention that the property concerned is to be charged with the payment of the debt incurred. This intention may be express or inferred. Where the right of sale is not expressly provided for when the chargor defaults on the stipulated date, the chargees remedy is to apply to court for the right to sell the property. Under general law the chargee should register a memorandum of this charge in the Registry of Deeds to ensure its effectiveness against a subsequent purchaser for value.2 Further where the charge is in the form of a deed the remedies as set out in Part IV Conveyancing and Law of Property Act, viz., the right to
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insure the mortgaged property, the right to appoint a receiver when there are arrears in interest and the right of sale are available to the chargee.3
1. Swiss Bank Corporation v. Lloyds Bank Ltd. [1980] 2 All ER 419 at p. 425 per Buckley LJ. 2. Section 6 Registration of Deeds Act Cap. 269 1989 Rev Ed. 3. Sections 2, 24 29 Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed.
329. Apart from agreement the charge may also come into existence where so imposed by statute or by Equity. An example of a charge imposed by statute is that under Section 6(1) Property Tax Act1 where property tax remains unpaid. Examples of charges imposed by Equity are the vendors lien, imposed on the property for unpaid purchase money and the purchasers lien is imposed to secure the interest of the purchaser.
1. Cap. 254 1985 Rev Ed.
II. Under the Land Titles Act1 330. In regard to land governed by the Land Titles Act a charge may be registered under Section 68(2) to secure periodic payments. The registered chargee has the right to enter into possession,2 as well as the rights to appoint a receiver and to sell the property.3 Aside from the registered charge informal mortgages and charges may be effected which may not be registered. However, these equitable mortgages and charges may be protected by the caveat.4 Remedies of such chargees rest on the contract and where none are expressly provided for then there is the right to apply to court for the right of sale.
1. Cap. 157 1994 Rev Ed. 2. Section 75 Land Titles Act Cap. 157 1994 Rev Ed. 3. Section 69 Land Titles Act, Part IV Conveyancing and Law of Property Act Cap. 61 1994 Rev Ed. 4. Sections 115 & 4 Land Titles Act Cap. 157 1994 Rev Ed.
2. Mortgages I. Under General Law A. Formalities 331. A mortgage is created when title to land is conveyed subject to a proviso of redemption when the money loaned is repaid at a stipulated date. Where the legal title is conveyed a legal mortgage is created. Equitable mortgages may be created informally, e.g., by deposit of title deeds, or by deed.1 However, where the equitable mortgage is not by deed, for purposes of enforceability against subsequent purchasers for value, registration of the memorandum of the equitable mortgage is 132 Singapore
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required.2 Whether the mortgage is legal or equitable the mortgagee always has the right to foreclose.
1. Under Section 24 Conveyancing and Law of Property Act, regardless of whether the mortgage is legal or equitable, if it is by deed the remedies set out in Part IV Conveyancing and Law of Property Act apply. 2. Section 6 Registration of Deeds Act Cap. 269 1989 Rev Ed.
B. Equity of Redemption 332. Once a mortgage always a mortgage. So terms in the mortgage which render the right to redeem illusory, e.g., by allowing redemption of leasehold property only at the end of the lease,1 or hamper the right to redeem, e.g., by requiring the mortgagor to buy only the mortgagees products even after the mortgage has been redeemed,2 are struck down as being a clog or fetter on the equity of redemption. However, as mortgages are increasingly seen as arms length transactions between parties the trend is to allow the terms of the contract to prevail unless they are oppressive or unconscionable.3 This trend is seen in the House of Lords decision of Krelinger v. New Patagonia Meat and Cold Storage Co. Ltd.4 More recently in Citicorp Investment Bank (S) Ltd. v. Wee Ah Kee 5 the Court of Appeal reiterated this point.
1. Fairclough v. Swan Brewery [1912] AC 565. 2. Samuel v. Jarrah Timber and Wood Paving Corp. Ltd. [1904] AC 323. 3. Knightsbridge Estates Ltd. v. Byrne [1939] 1 Ch 441; Fiscal Consultants Pte. Ltd. v. Asia Commercial Finance Ltd. [1981] 2 MLJ 64. 4. [1914] AC 25. 5. [1997] 2 SLR 759.
C. Mortgagees Remedies 333. From the point of the mortgagee his security lies in the remedies available when the mortgagor defaults. The inherent right of the mortgagee is the right to foreclose. But the courts scrutinize closely the exercise of this right giving the mortgagor and all persons who are interested in the equity of redemption the right to ask for a sale in lieu of foreclosure. Moreover, should the mortgagee sue on the debt after foreclosure, he reopens the mortgage and the mortgagor may once again redeem the mortgage. 334. Aside from the inherent right of foreclosure and what may be expressly provided for in the mortgage all mortgagees where the mortgage is by deed have the remedies set out in the Conveyancing and Property Act. Thus the mortgagee has the right to insure the property mortgaged,1 to lease it if he is in possession,2 the right to appoint a receiver 3 when interest is in arrears and the right to sell when the loan is not repaid by the stipulated time.4 In addition the mortgagee or any person interested in the mortgage may apply to court for it exercise of the power to order a sale of the property.5 Though essentially this power is exercised where there is
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a foreclosure action, yet the Court of Appeal in England has exercised it on the application of the mortgagor to put an end to the mortgage in spite of the mortgagees objection.6
1. 2. 3. 4. 5. 6. Sections 24 & 28 Conveyancing and Law of Property Act. Section 23 Conveyancing and Law of Property Act. Sections 24 & 29 Conveyancing and Law of Property Act. Sections 24 & 25 Conveyancing and Law of Property Act. Section 30 Conveyancing and Law of Property Act. Palk v. Mortgage Services Funding Ltd. [1993] 2 WLR 415.
335. The mortgagee decides in his own interest whether he wishes to exercise his power of sale. But once he decides to sell he has a equitable duty to take reasonable care to obtain the true market value at the date of the sale.1 The mortgagee is trustee of the proceeds of sale for all those who are interested in the equity of redemption.2 The purchaser gets a title freed from the equity of redemption.3
1. Cuckmere Brick Co. Ltd. v. Mutual Finance Ltd. [1971] Ch D 949, Tse Kwong Lam v. Wong Chit Sen [1983] 1 WLR 1351, Malayan Bank Bhd. v. Hwang Rose [1997] 2 SLR 1; Lee Nyet Khiong v. Lee Nyet Yun [1997] 2 SLR 713. 2. Section 26 Conveyancing and Law of Property Act. 3. Ibid.
D. Discharge of Mortgages 336. Aside from being discharged by redemption, sale or by foreclosure, a mortgage may be consolidated with other mortgages in the hands of the same mortgagee and mortgagor where this right is expressly provided in the mortgage. Physical destruction of the mortgaged property will not affect the security as the insurance provisions will then apply. The mortgagee has a statutory right to insure the property and to require that the money shall be applied to making good the loss or damage.1
1. Sections 24 & 8 Conveyancing and Law of Property Act.
II. Under the Land Titles Act1 337. There are two main differences between mortgages and charges under general law and those under the Land Titles Act. First, the registered mortgage and the registered charge secure different obligations. The registered mortgage secures loans while the registered charge secures periodic payments.2 Second, the registered mortgage does not confer on the mortgagee the title to the land.3 These aside, in regard to the rights of the registered mortgagor and registered mortgagee as well as in respect of registered charges, the general law applies.4
1. 2. 3. 4. Cap. 157 1994 Rev Ed. Section 68 Land Titles Act. Ibid. Section 69 Land Titles Act.
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Securities in Immovable Property, Part V, Ch. 1 III. Priority of Mortgages and Charges A. Under General Law
338 341
338. The issue of priorities of mortgagees and charges is governed by the Registration of Deeds Act.1 Where the mortgage is by deed Section 14 of the Act gives priority to that which is rst registered, except where there is actual fraud. In regard to informal mortgages, charges and liens Section 6 Registration of Deeds Act requires memoranda of such to be registered to be effective as against subsequent purchasers for value. The doctrine of tacking of mortgages as modied by Section 16 Registration of Deeds Act is applicable. To apply the prior mortgagee must either have provided for the making of future advances or the giving of credit in the mortgage or where the subsequent mortgagee agrees to such advancement being made.
1. Cap. 269 1989 Rev Ed.
B. Under the Land Titles Act 339. In regard to registered mortgages and charges priority is determined by the date of registration.1 However, tacking for further advances is available as set out in the Act. This requires either express provision for the further advances in the mortgage or the consent of the subsequent mortgagee.2 The priority of unregistered mortgages and charges is determined by the date of lodgement of caveats.3
1. Sections 46 & 48 Land Titles Act. 2. Section 80 Land Titles Act. 3. Section 49 Land Titles Act.
IV. Transfers of Mortgages and Sub-mortgages 340. The mortgagees interest may be transferred or in turn be mortgaged. Where this occurs a submortgage is created. In regard to land under the Land Titles Act these respective dealings with the mortgage can be registered.1
1. Section 71 Land Titles Act.
V. Reverse Mortgages 341. Recently the subject of reverse mortgage over private residential property has been mooted to take care of the growing problem of a greying society, which sees more home-owners having as their only asset the house in which they are living. This transaction which involves the owner of property mortgaging it in consideration for periodic payments for the life of the mortgagor. The interest is paid with the total sum loaned after the death of the mortgagor. The reverse mortgage is available but it is not yet common place.
Singapore 135
342 345
Chapter 2. Securities in Movable Property

1. General I. Rationale for Security 342. The granting of credit puts the creditor in a position of vulnerability. This is partly addressed by the taking of security, which is a proprietary right to enforce the payment of an obligation. A proprietary interest provided by way of security entitles the holder to resort to the property only for the purpose of satisfying some liability due to him (whether from the person providing the security or a third party) and, whatever the form of the transaction, the owner of the property retains an equity of redemption to have the property restored to him when the liability has been discharged.1 The best way to think of a security interest is to see it as carved out of the absolute interest in the property. It is in other words, a subsidiary right, where the primary right is the personal obligation of the debtor to repay the debt.
1. Morris v. Agrichemicals Ltd. [1997] 3 WLR 909.
343. Security is arguably economically efcient, and hence countenanced by the law because it lowers the cost of funds. At the same time, there is the fear that it may lock the borrower into a relationship with the same lender. This is especially the case with the oating charge, and there have been recommendations in England that a proportion of a debtors assets which the oating chargeholder can look to should be set aside for the unsecured creditors.1
1. Cork Committee on Insolvency Law and Practice (Cmnd 8558, 1982).
344. It is generally the case that insolvency proceedings do not affect preinsolvency entitlements, as it is perceived that it would give people the wrong incentive to push a company into insolvency or a person into bankruptcy. Put differently, insolvency laws recognize security interests created and will not remove its priority status nor create any special priority. It has been said that The agreement between the parties must be construed in precisely the same way as if there had been no bankruptcy at all. . . . assignees in bankruptcy only succeed to the rights of the bankrupt, and have no higher or greater rights.1
1. McEntire v. Crossley [1895] AC 457 at p. 461.
II. Types of Security 345. Some commentators believe that there are only four types of security.1 These would be the mortgage, charge, pledge, and lien, with the rst two being non-possessory and the latter two possessory forms of security. In this scheme of 136 Singapore
Securities in Movable Property, Part V, Ch. 2
346 347
things, a trust interest is either not a security interest or is seen merely a form of equitable mortgage. However, the other view is that the four types of security listed above are not exhaustive.2 There are, in addition, quasi-security interests like title retention, and set-off, which are strictly speaking, not security, although it serves much the same function. In the former, the general property is in fact retained by the seller, whereas the latter creates a personal contractual right.
1. Goode, Legal Problems of Credit and Security (1988). 2. Oditah, Legal Aspects of Receivables Financing (1991).
346. Certain forms of security are registrable and sometimes void if not so registered, whereas others do not have to be registered. Consequently, it is sometimes vital to distinguish the different forms of security or to determine whether the transaction does indeed create security. Although the substance of the transaction will determine its nature, this is often reected in the form of the documentation itself.1 The Singapore Court of Appeal has held2 that a genuine sale and leaseback transaction did not create a security interest even though it functioned in much the same way. Thus, unlike the case with Article 9 of the Uniform Commercial Code in the United States, economic function is not the test. The focus is on the legal nature of the transaction, rather than on its economic effect.
1. Welsh Development Agency v. Export Finance Co. [1992] BCLC 148, applied in Nissho Iwai International (Singapore) Pte. Ltd. v. Kohinoor Impex Pte. Ltd. [1995] 3 SLR 268. 2. Thai Chee Ken v. Banque Paribas [1993] 2 SLR 609.
2. Charges I. General 347. Except for a number of statutory charges, the charge is a creature of equity. The charge is usefully contrasted with the mortgage. In a legal mortgage there is a conveyance of the property with the mortgagor retaining an equity of redemption. The equity of redemption cannot be clogged, but there may be an exception in arms length commercial transactions.1 The charge on the other hand is simply an encumbrance, the primary remedy for which is to apply to court for order for sale or appointment of a receiver. It only gives the chargee certain rights over the property as security for the loan. The property, otherwise known as the collateral, remains in the debtors ownership, with the charge carved out of it. The mortgage can thus be seen as a charge with the right to foreclose. It is a charge plus extras. But a charge is a creature of contract, and can often look like an equitable mortgage, i.e., with power to appoint a receiver to sell the property. Further, the denition of a charge in the Companies Act includes a mortgage or agreement to give a charge or mortgage whether on demand or otherwise. Consequently, very little distinction is made between the charge and mortgage in the case of chattels, particularly since legal mortgages are seldom created in this context. Agreements to give a charge or mortgage are also treated as present security through the maxim that equity deems done that which ought to be done. The doctrine of conversion
Singapore 137
348 351
Part V, Ch. 2, Securities in Movable Property
or specic enforceability converts the agreement to give a charge into a present charge.
1. Citicorp Investment Bank (Singapore) Ltd. v. Wee Ah Kee (unreported, 22 May 1997); Lee EB [1997] SJLS 597.
348. Very little is also made of the distinction between the charge and the equitable lien, which is best seen as an equitable charge arising by operation of the law.1 These include, e.g., the unpaid vendors lien after property is conveyed to purchaser. In Singapore it has been held that this equitable lien can be varied or excluded by the terms of a contract.2
1. Hewett v. Court (1983) 149 CLR 639 at p. 645. 2. Bestland Development Pte. Ltd. v. Manit Udomkunnatum [1997] 2 SLR 42.
349. Instead the distinction is drawn between possessory and non-possesory security. The former includes the pledge, which is a security interest created by transfer not of property but of possession, with the pledgee having the right to sell the bailed property on the debtors default. Similarly, the common law lien requires possession but there is no accompanying right to sell. It is really a mere right of retention. 350. The equitable charge, like other forms of equitable interests, is governed by the principle that the rst in time of creation should prevail over subsequent equitable interests. The caveat is that the equitable charge is liable to be overreached by equitys darling, i.e., the purchaser of the legal estate or interest for value without notice. The registration regimes discussed below, however, modify this system of priority. II. Charge over Ones Own Indebtedness 351. One difculty which has recently been overcome is the problem of a bank taking a charge over its depositors bank account, which bank account in turn constitutes the banks own indebtedness to that customer. It was once believed that this was conceptually impossible.1 Legislation was passed to clarify that such charges could always be created in Singapore.2 Even the common law seems to have accepted the possibility of such a charge, on the basis that there is no merger of interests once the chose in action is seen as a property interest, title to which is retained by the bank depositor.3 However, it is not settled if a bank account is considered a book debt, a charge over which requires registration under Section 131 of the Companies Act. The more accepted view seems to be that money belonging to a company in a bank is not a book debt.4
1. 2. 3. 4. Re Charge Card Services Ltd. [1987] 1 Ch 150. Section 9A Civil Law Act Cap. 43 1994 Rev Ed. Morris v. Agrichemicals, supra. Re Brightlife Ltd. [1987] Ch 200, Section 108(3)(k) Malaysian Companies Act 1965 (inserted by Act 836 of 1992).
138 Singapore
Securities in Movable Property, Part V, Ch. 2 III. Registration and the Perfection of Security
352 355
352. To protect other creditors who may lend without knowing of the existence of prior security, there is a need for transparency. This is achieved through the requirement of registration. This is called perfection of security, and can also be done through possession or notice to the debtor in the case of security over a debt. Attachment occurs at an earlier state, where there is appropriation or an agreement supported by consideration. It is really an inter partes act. It is attachment that confers priority, subject to certain rules of property, not the process of perfection. 353. The legal nature of the debtor determines the governing regime for registration. In the case of a company, Section 131 Companies Act is the governing provision. In the case of individuals, bills of sale may be created and these have to be registered under the Bills of Sale Act1 which only covers chattel assets. There is thus no need to register bills of sale concerning choses in action such as debts and shares. In contrast, the Companies Act requires registration of xed charges over book debts, though not over shares.
1. Cap. 24 1985 Rev Ed.
A. Individuals 354. The scope of the Bills of Sale Act is, however, unclear. Originally the bill of sale was a bill to denote a sale. The mortgage was caught as that was an absolute assignment coupled with an equity of redemption. But the regime was extended to include documents that gave a power to seize chattels to persons who were not in possession of the chattels. However, unlike some jurisdictions, which have widened the denition to include the equitable charge, the Singapore Bills of Sale Act does not expressly refer to such security. An argument may thus be made that charges do not have to be registered as there is strictly no power to seize the charged property. However, it is generally accepted here that the charge is registrable as a bill of sale, although a hire purchase agreement is not.1
1. McEntire v. Crossley, supra.
355. A bill of sale by way of security shall be void if it is not registered, even against the borrower.1 The covenant to repay with interest may also be void, and if so, there is a need to turn to the law of restitution for recovery.2 Section 11 of the Bills of Sale Act states that if two registrable bills of sale are given comprising the whole or in part any of the same chattels, they shall have priority in the order of the date of their registration.
1. Section 4(1)(a) Bills of Sale Act. 2. Bradford v. Ayers (1924) WN 152 (cf. Davies v. Rees (1886) 17 QBD 408). This has been followed in the Federal Court of Malaysia: Ponnuthurai v. Nasib Singh [1964] MLJ 425.
Singapore 139
356 359 B. Companies
356. Section 131 of the Companies Act also makes reference to the Bills of Sale Act. Sub-Section (3)(d) states that a charge or an assignment created or evidence by an instrument which if executed by an individual, would require registration as a Bill of Sale, has to be registered if given by a company. Aside from this, other xed charges over various collateral have to be registered, and the oating charge also has to be registered, regardless of the underlying collateral.1 A registrable company charge has to be registered 30 days from the date of creation.2
1. Section 131(3)(g). 2. Section 131(1).
357. In the case of the company, non-registration renders the charge void against the liquidator and other secured creditors. Unsecured creditors have no locus standi to challenge it. However, a petition for winding up by such creditors will render the unregistered charge void, even before a liquidator is appointed, on the basis that upon presentation of the petition, the unsecured creditors acquire certain rights in the company and are no longer strictly unsecured.1 However, it is likely that the failure to register does not render it void against purchasers since they are not normally expected to search the register. The charge also remains valid against the borrowing company itself. Further, unlike the case under the Bills of Sale legislation, the debt becomes immediately payable without demand under Section 131(2).
1. Ng Wei Teck v. OCBC [1998] 1 SLR 55.
358. Conversely, registration of a company charge or mortgage does not give the chargeholder automatic priority. Priority is still determined by general property law. However, registration gives constructive notice to those who are required to search the register. Registration is thus conclusive proof of the existence and validity of the charge. Just as non-registration may not affect the charge against those parties not expected to search the register, e.g., purchasers, registration may not affect these very parties, which will therefore not have constructive notice of any prior charges by the mere fact of registration. Further, even as against those expected to search the register, registration only gives constructive notice of the charge but not the terms of the charge.1 The position in Singapore is complicated by the fact that the burden of proof is on the third party to show that it had no actual notice of the existence of the charge.2
1. Wilson v. Kelland [1910] 2 Ch 306. 2. Kay Hian v. Phua [1989] 1 MLJ 284, following the Canadian Supreme Court in Union Bank of Halifax v. The Indian and General Investment Trust (1908) 40 SCR 510.
IV. Floating Charge A. Conceptual Basis 359. This is a remarkable invention of equity which, while giving the creditor security protection, allows the debtor to carry on trading with the collateral. This 140 Singapore
360 361
has faciliated corporate growth, especially since the assets of a company are largely stock in trade, which is a uctuating body of assets. It was the recognition that future property could be assigned presently without a fresh act of assignment when the property came into existence that assisted the development of the oating charge.1 However, there is still debate over whether the oating charge is in fact present security, since that requires the collateral to actually presently exist. The increasingly accepted view, however, appears to be that the oating charge is present security over a fund, the contents of which are constantly shifting and may include future property within it.2 This follows from the previous argument that a fund is considered to have a separate existence from its component parts.3 It is likely, however, that an individual cannot give a oating charge over future chattels since Section 5(2) of the Bills of Sale Act requires the grantor to be the true owner at the time of execution of the bill of sale. However, an individual may be able to create a oating charge over intangible property such as debts and shares, which are not covered by the Bills of Sale legislation.
1. Holroyd v. Marshall (1862) 10 HLC 191. 2. Goode, supra. 3. Part II Chapter 1 3.
B. Characteristics 360. Three probanda were set out by Romer LJ in Re Yorkshire Woolcombers Association Ltd.1: (a) if it is a charge on a class of assets both present and future; (b) if that class is one which in the ordinary course of the business of the company would be changing from time to time; (c) until some future step is taken by or on behalf of the mortgagee, the company may carry on business in the ordinary way. These criteria are not exhaustive. The oating charge, for example, does not have to be over the companys entire undertaking but can exist over a portion of it.2
1. [1903] 2 Ch 284. 2. Dresdner Bank Aktiengesellschaft & Ors v. Ho Mun-Tuke Don [1993] 1 SLR 114.
C. Fixed or Floating? 361. Due to the registration regime under Section 131 of the Companies Act, it is often vital to distinguish the xed from a oating charge. The other reason is because Sections 262(1) and 328(5) of the Companies Act provide that xed charges have priority over certain kinds of preferential debts while oating charges do not. The nature of the charge seems to be determined by the amount of control over the collateral, although this is sometimes affected by the nature of the collateral itself. It is thus possible to have a xed charge over a shifting fund of book debts.1 But even if parties have successfully dened their relationship, it can be altered by subsequent conduct. This is seen in local decisions where attempts to create xed security have failed because there was insufcient de facto control over the collateral.2 Conversely, even after crystallization converts the oating charge into a xed
Singapore 141
362 365
charge, it is still considered to have begun its life as a oating charge, so that upon crystallization, no new charge is created.3
1. Siebe Gorman & Co. Ltd. v. Barclays Bank Ltd. [1979] 2 Lloyds Rep 142. 2. Chase Manhatten Bank NV v. Wong [1993] 1 SLR 1. 3. Dresdner Bank, supra.
362. It is sometimes possible to create different charges over the same collateral in its various alternate forms. For example, there could be a xed charge over book debts, followed by a oating charge over its proceeds when realized.1 This though may not be readily accepted in all cases, and much will turn on the facts of the case.2
1. Re New Bullas [1994] BCC 36. 2. Royal Trust Bank v. National Westminster Bank plc [1996] 2 BCLC 682.
D. Priority of the Floating Charge 363. The oating charge is intrinsically vulnerable as it allows the debtor to continue trading with the underlying collateral in the ordinary course of business. It is only upon crystallization that it is treated like a xed charge. Prior to that, for example, it takes subject to equities like the set-off, and is subordinate to other xed charges.1 In addition, Section 330 of the Companies Act provides that a oating charge created within six months of commencement of winding up shall be invalid except to the amount of any cash paid to the company at the time of or subsequently to the creation of and in consideration for the charge.
1. Business Computers Ltd. v. Anglo African Leasing Ltd. [1977] 2 All ER 741.
364. Since trading power is an implied term of the agreement to create a oating charge, cessation of business as a going concern correspondingly leads to crystallization of that charge. Thus, winding up of the company and disposal of its undertaking also result in crystallization. Crystallization can also be by way of notice or may occur automatically, if that is stipulated in the charge agreement. The latter probably works in Singapore, as it does in much of the Commonwealth. It reects the idea that the charge is a creature of contract. Although automatic crystallization, in particular, appears somewhat unfair due to its lack of transparency, it may be that retention of control by the company will result in the oating chargee being estopped from denying that the company retained authority to deal with the property. Although actual authority may have ended, apparent authority continues.1
1. Goode, supra, cf. Oditah, supra.
365. Between two oating charges, the charge earlier in execution and registration takes priority even though second crystallizes rst. The reason for this is that it is contrary to the parties intentions that there should be a second oating charge.1 The exception to this is where the rst oating charge envisages subsequent oating 142 Singapore
366 367
charges, but perhaps only where the second oating charge is over a smaller class of assets belonging to the company.2
1. Re Benjamin Cope & Sons Ltd. [1914] Ch 800, Re Household Products Co. Ltd. 124 DLR (3d) 325. 2. Re Automatic Bottle Makers Ltd. [1926] 1 Ch 412.
V. Negative Pledge 366. As we have seen, the oating charge loses priority to a subsequent xed charge, if given in the ordinary course of business. Some lenders may desire additional protection through the use of a negative pledge, where the debtor undertakes not to grant subsequent security in priority to or pari passu with the oating charge without the debtors consent. Although the negative pledge, by itself, is probably an equity having no proprietary effect, it may result in a third party taking security in breach of the pledge, and knowing of it, being subordinated to the interest of the oating chargeholder.1 However, it has also been held that constructive notice of a charge does not extend to the contents of that charge, so that the third party would not automatically have notice of the negative pledge, which is an optional extra.2 However, the position in Singapore is complicated by the fact that it has been held that the burden is on the third party to show that it has no actual notice of the negative pledge.3
1. The genesis for this rule appears to be English & Scottish Mercantile Investment Co. v. Brunton [1892] 2 QB 700, applied in Kay Hian, supra. 2. Wilson v. Kelland, supra (but see Form 34 of the Companies Regulations 1987 (138/87) ). 3. Kay Hian, supra; Tjio (1995) 16 Company Lawyer 28.
3. Pledge I. General 367. We have seen that only two forms of legal interests can exist over personal property: ownership and possession. In the case of a pledge, the general property or ownership remains with the pledgor, while the special property or possession passes to pledgee. On one view, the pledge does not create a property interest.1 However, the pledgee can dispose of his special property,2 which the pledgor can recover by paying off the debt. Even if the pledgees disposition is wrongful, the pledgor cannot sue in conversion until the debt is repaid. This is because the pledgee has the entire present interest till then. Payment causes the immediate right to possession to revert to the pledgor.3 This shows that a pledge does not create a mere right of action, previously unassignable at law, but a transferable property right. At the same time, the pledgor can also sell off its interest, so that pledgee is liable in conversion for refusing to permit the pledgors transferee to redeem the pledge.4
1. The Odessa (1916) AC 145, Chan Cheng Kum v. Wah Tat Bank Ltd. [1971] 1 MLJ 177 (PC, from Malaysia).
Singapore 143
368 370
2. Donald v. Suckling (1866) LR 1 QB 585. 3. Halliday v. Holgate (1868) LR 3 Ex 299. 4. Franklin v. Neate (1844) 13 M & W 481; The Federated Malay States v. Harnam Kaur [1933] MLJ 267.
368. The pledge is different from a legal mortgage in that the mortgagee has title to the goods, subject to right of redemption, but not possession. In a pledge, the security is the possession itself. It is thus not registrable as a bill of sale since the mischief of the Bills of Sale Act1 is to cure the problem of ostensible ownership, which is a particular problem when security or property interests are divorced from possession. This would be the case even if a document were used to evidence the transaction, since the transaction begins with pledgor voluntarily giving possesion of the goods to pledgee. In these instances, the document does not give right to take possession, it only regulates the terms on which they are to be held.2
1. Cap. 24. 1985 Rev Ed. 2. Ex Parte Hubbard (1886) 17 QBD 699, United Malayan Banking Corp Bhd v. Lim Kang Seng [1994] 2 SLR 787.
369. The pledge is also different from the common law lien, arising voluntarily, whereas the lien generally arises by operation of law. These include the common carriers lien, the innkeepers lien, etc. Liens are also possessory rights but they are more limited in scope. The lienee cannot deal or sell his interest and is a passive right of retention.1 If the debtor defaults, the lienee does not have the power to immediately sell the property. Nor can execution be levied against the goods. Powers of sale can, however, be conferred by statute on a lienee.2 By contrast, the English law of pledge confers on the pledgee the right of sale without recourse to the courts.3 This is peculiar to English law, and is best seen as an implied authority granted by the pledgor to do so; there is a need to petition the court for sale some other common law jurisdictions. Such an implied power of sale exists in Singapore.4
1. Re Cosslett (Contractors) [1997] 4 All ER 115; AP Bell, Modern Law of Personal Property (1989) at pp. 136 137. 2. E.g., Section 51 Sale of Goods Act Cap. 393 1994 Rev Ed. 3. The Odessa, supra. 4. Malayan Banking Bhd v. Hwang [1997] 2 SLR 1.
II. Creation of a Valid Pledge 370. The transfer of possession is necessary for the creation of a pledge. It is not enough that there is authority to take possession of goods, as that will create a charge.1 Similarly, in cases where possession is meaningless, the security arrangement may operate as an equitable mortgage or charge. This is the situation with certain documentary intangibles like shares, which do not have the status of a negotiable instrument, and thus cannot strictly speaking be possessed.2 However, possession is a highly uid concept, and may be actual, constructive or symbolic. It must, however, be exclusive and lawful.3 Delivery is thus essential.4 The pledgee must therefore reduce the property into his possession. This can sometimes occur 144 Singapore
371 372
even though physical possession remains with the pledgor, for example, when keys to the safe where shares are deposited are handed over to the pledgee, so long as the pledgee has an irrevocable licence to enter the premises and use the keys.5 The issue is one of control, or exclusive possession. It is thus difcult to create a pledge in connection with circulating assets or stock in trade.
1. In re Bonds (1921) 2 FMSLR; Ofcial Assignee of Madras v. Mercantile Bank of India [1935] AC 53 (PC, from India). 2. Chase Manhatten v. Wong [1993] 1 SLR 1. 3. Re Bonds, supra. 4. Dublin City Distillery v. Doherty [1914] AC 823. 5. Wrightson v. McArthur [1921] 2 KB 807, Chase Manhatten v. Wong, supra.
III. Usual Settings for Pledges 371. Outside the pawnbroking business, where actual possession of the pledged goods is retained by the broker, pledges are most often created in the nancing of international trade. A bank will take a pledge from the consignee over the consignees bill of lading. The bill is a document of title to goods contained on the ship, and represents the underlying goods.1 When the goods arrive, the consignee goes to wharf to collect them. The carrier, however, will only release the goods against the bill of lading and payment. The consignee obtains nance by pledging the bill of lading to the bank. The bank next collects the goods for the consignee, and then releases the goods to the consignee under a trust receipt, which records the fact that bank is a pledgee of the goods. It thus retains constructive, though not actual, possession of the goods through its agent bailee, the consignee. In some common law jurisdictions such pledges must be registered, but not in England nor, as is likely, Singapore.2
1. In Singapore and Malaysia, mates receipts, by custom, are treated like bills of lading: Chan Cheng Kum v. Wah Tat Bank Ltd. [1971] 1 MLJ 177 (PC, from Malaysia). 2. North Western Bank v. Poynter (1895) AC 56.
IV. Attornment 372. Aside from pledges of bill of ladings, dealings with other kinds of documents of title require an attornment for possession to pass. For example, a warehouseman who holds property on behalf of pledgor may be ordered by the pledgor to hold on behalf of the pledgee. This change of possession is perfected by the warehouseman attorning or acknowledging to the pledgee that the goods are held for him. Transfers of delivery orders and warrants thus require an attornment.1 Without it, the transfer of the receipt creates a bill of sale. This has to be registered under the Bills of Sale Act unless the bill was created in the ordinary course of business.
1. Dublin Distillery v. Doherty.
Singapore 145
Index
Index
The numbers given refer to paragraphs: Acquisition of interests in land infants: 205 married woman: 209 mentally disordered person: 206 partnership: 208 societies: 207 foreign persons: see Residential Property Act Application of English Law Act: 15, 19, 27 Assignments generally: 385387 in equity: 389390 priorities: 394 restrictions on: 391 statutory: 388 subject to equities: 392 Background, general: 15 Bailment: 255256 Charge oating: 358364 generally: 168, 170174, 326329, 346349 negative pledge: 365 over own indebtedness: 350 priorities: 349, 362364 registration: 351357 Chattel real see: leasehold estate Choses in action: see Assignments Classication movable and immovable: 38, 4043 real and personal: 3739, 4144 tangible and intangible: 243247 Common law: 1720, 30 Constitutional framework: 1011 system: 69 Co-ownership joint tenancy: 176178, 184 tenancy in common: 179184 see also: Strata title Death devolution of property on: 283286 donatio mortis causa: 287288 effect on Muslim owners: 281282 estate duty: 291 personal representatives: 289290 Development see Planning Easements acquisition under general law: 144145 acquisition under Land Titles Act: 148152 characteristics: 140143 distinguished from other rights: 135139 extinguishment under general law: 146147 extinguishment under Land Titles Act: 153 Equitable interest: 45, 4749, 6873, 7576, 258260 remedies: 50, 320325 Equities: 7475, 259260 Equity reception: 28, 4546, 68 Estates in land in perpetuity: 64 fee simple: 65 State lease: 64 Estates see: ownership of land Executive process: 2324 Expropriation: 300305 Fiduciaries: 52, 323324
Singapore 155
Index
Fixtures: see: Land Freehold estate: 59 Future interests: 34 35, 358 rule against perpetuities: 36 Gifts: 295 296 History, property law: 25 30 Insolvency: 306 308 Joint ownership see: co-ownership Judicial process: 21, 22 Land Titles Act: assurance fund: 88 bringing under: 84 85 caveats: 86, 9194 effect of registration: 87 88 indefeasible title: 88 90 overriding interests: 89 qualied title: 86 priority: 87 unregistered interests: see caveats Land, meaning of: 61 62, 297 Lease: assignment: 107108 determination of: 110 kinds of: 96 100 landlords rights and duties: 117118 remedies of landlord: 12 sublease: 109 tenants rights and duties: 119 usual covenants: 120 validity: 101 Leasehold estate: 59 60; 251 Legal interest: 67; 252257 Legislative process: 1213 Licence contractual: 132 coupled with an equity: 134 135 coupled with grant: 131 distinguish from lease: 128 129 gratuitous: 130 nature of: 127 Mixing, of property: 298 299 Mortgage generally: 168 169, 171174, 330 331 priorities: 337338 remedies: 332334 reverse: 340 Notice, doctrine of: 45 Ownership importance of: 263 of land: 3134 and possession: 252 Planning control of rent: 223 decontrol of rent: 223 225 develop: 219 development charge: 221 land acquisition: see Land acquisition Master Plan: 217 Planning Act: 216 217 Possession: acquisition of: 292, 294 adverse: 54 55 constructive: 293 right to: 53, 56 Prots a prendre: 137, 154 Property intangible: 244 247 mixed funds: 248 250 movable: 243 250 quasi: 260 special: 254 Public Housing eligibility: 236 general: see Housing and Development Board Housing and Development Board: 227, 230 235 home ownership policy: 232233 management of common property: 239 middle income housing: 240 242 rights and obligations of owners: 236 238 Real property: 58 60 Registration of deeds: 77 83 evidence of title: 79 priorities: 80 82 Registration of titles see Land Titles Act Residential Property Act acquisition by foreign person: 213214 exemption: 215 foreign person, meaning of: 211 residential property: 212 Restrictive covenant annexation of benet: 158 170 breach: 167 discharge: 162 general: 155 156 running of burden: 157 Land Titles Act: 163 166
156 Singapore
Index
Security interests charges: see Charge generally: 261262, 341345 in land: 168 174 mortgages: see Mortgage pledge: 366 373 retention of title clauses: 379 quasi-security: 378 384 trust receipts and hypothecation: 374 376 Sale of property choses in action: see Assignments land: 264 275 specic goods: 277278 unascertained goods: 279 280 State land: 63 66 Strata title by-laws: 198 common property: 188 189, 195 196 condominium: 185 general: 185 186 maintenance: 192 management corporation: 190 191, 195 197 meetings: 193 194 subsidiary proprietor: 199 201 termination of strata title plan: 202203 Trusts constitution of: 318 constructive: 319 325 discretionary: 317 express: 313 316 general: 309 310 Quistclose: 384 resulting: 311312 Written law: 15 16
Singapore 157
Index
158 Singapore

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ModelPropSingapore (Book)

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Singapore

by Prof. Sook Yee Tan

This text is up to date as of May 1998

2000 Kluwer Law International The Hague London Boston

Property and Trust Law (February 2000)

Property and Trust Law (February 2000)

The Authors Table of Contents List of Abbreviations General Introduction

Selected Bibliography Part I. Immovable Property and Real Property

Property and Trust Law (February 2000)

Part II. Movable Property and Personal Property/Chattels

Chapter 3. Equitable Interests Chapter 4. Security Interests

Part III. Acquisition of Property Rights

Part IV. Trust and Fiduciary Mechanism

Property and Trust Law (February 2000)

Property and Trust Law (February 2000)

Property and Trust Law (February 2000)

General Introduction, General Background

Legal Background of the Country, General Introduction

General Introduction, Legal Background of the Country

Legal Background of the Country, General Introduction

General Introduction, Legal Background of the Country

Introduction to the Law, General Introduction

General Introduction, Introduction to the Law

Introduction to the Law, General Introduction

General Introduction, Introduction to the Law

Property and Trust Law (February 2000)

Introduction to the Law, General Introduction

Property and Trust Law (February 2000)

General Introduction, Introduction to the Law

Introduction to the Law, General Introduction

General Introduction, Introduction to the Law

Introduction to the Law, General Introduction

General Introduction, Introduction to the Law

Property and Trust Law (February 2000)

Property and Trust Law (February 2000)

Property and Trust Law (February 2000)

Part I. Immovable Property and Real Property

Chapter 1. General Classication

Property and Trust Law (February 2000)

61 63 2. Land and Fixtures

Part I, Ch. 1, General Classication

General Classication, Part I, Ch. 1

Property and Trust Law (February 2000)

Chapter 2. Legal and Equitable Interests

Part I, Ch. 2, Legal and Equitable Interests

Legal and Equitable Interests, Part I, Ch. 2

Property and Trust Law (February 2000)

Chapter 3. Registration Systems

Registration Systems, Part I, Ch. 3

Property and Trust Law (February 2000)

Part I, Ch. 3, Registration Systems

Property and Trust Law (February 2000)

Registration Systems, Part I, Ch. 3 II. Qualied Titles

Property and Trust Law (February 2000)

88 90 IV. Indefeasible Title A. Assurance Fund

Part I, Ch. 3, Registration Systems

Property and Trust Law (February 2000)

Registration Systems, Part I, Ch. 3

Part I, Ch. 3, Registration Systems

Property and Trust Law (February 2000)

Part II. Movable Property and Personal Property/Chattels

Chapter 1. General Classication

Part II, Ch. 1, General Classication

General Classication, Part II, Ch. 1