LECTURE 8: Investigation of Title; Requisitions on Title

Why do this
- Check title – otherwise face neg suit/ appearance before inquiry committee to ans for proff misconduct
Outline:
I. Purpose of Purchaser’s Requisitions on Title
a. Explain what Requisitions on Title are – related to investing of title because these are qn posed
wrt title and may be unanswered after investigation – so put these qn to vendor
II. Time Frames for sending Requisitions on Title & Failure to send Requisitions on title
III. Vendor’s Duties
IV. Purchaser’s Duties
V. Deducing Good Title
a. Describe what a good root of title is
b. Explain how to establish a good title
VI. Unreasonable Requisitions on Title – Vendor’s right to recession under Conditions 5 of Law Soc
Conditions of Sale 1999 and the Parties Rights under s4 CLPA)
o – vendor can rescind contract if purchaser asks for sth unreaosnable
GOOD TITLE
- A ‘good root of title’ has been described as an instrument of disposition --which must deal with or prove
on the face of it, without extrinsic evidence, the ownership of the whole legal and equitable estate in the
property sold, contain a description by which the property can be identified (description cannot be
incomplete or erroneous), and show nothing to cast any doubt on the title of the disposing parties. (From
Williams on Purchaser and Vendor) – must have tite to dispose
- Deducing good title – to est unbroken chain of links that link back at lst 15 yrs to good root
 How to check – A passes to b to c to d
 To ensure that chain holds true, must look at deed – was whole legal and equitable estate properly
passed fr a to b – any info needed to show that a had proper capacity and power or authority to
pass title?

Deducing good title

- Good root of title. S 3(4) CLPA – 15 years back or Crown/State Grant whichever is the shorter.

Period of limitation for title to be deduced.

3(4) A purchaser of land shall not be entitled to require a title to be deduced for a period of more than 15 years
or for a period extending further back than a grant or lease by the Crown or the State, whichever period is the
shorter

- A good root of title is a conveyance for good value or mortgage.

- A good title may not be a perfect title but must be a marketable title and in sufficient order.
- Smith v Morrison [1974] 1 All ER 957.
o Facts
 In September 1970 P agreed to buy M's farm. He paid a deposit and signed a
memorandum.
 In November 1970 C signed a formal contract with M for the purchase of the farm. C
knew that M had received a deposit from S but thought it to be returnable.
 On December 5 C applied for official searches.
 On December 11 S issued a writ.
 The following day, without knowledge of that fact (writ), C lodged application for
cautions against dealing with the farm. C completed the purchase on December 13.
 On December 18 C's transfer was lodged for registration and on January 1, 1973 S's
applications for cautions, lodged on December 12, were cancelled, as having come too
late to affect C's priority.

1
  S challenges the validity of C’s registration of transfer
o Held:
 The fact that C failed to lodge his memorandum and articles at the time of regulation was
not fatal; "in order" means "in substantial order" rather than "in perfect order" and the
acceptance by the registrar of an application is conclusive proof of its sufficiency in point
of form.

- Practice and duties expected of conveyancers in deducing good title set out in ABN NV v Tan Chin Tiong
& Anor, [1987] 2 MLJ 278.
o Held that just because one title deed missing x make title defective – have registry of deeds act and
assurances all registered there – can buy certified true copies there. If missing, acct for loss with
stat declaration, buy certified true copy and vheck that property properly transferred
o Read case, sets out other impt pts – what goes behind gd title and duties of vendor’s solicitors
- Title is not defective merely because the root of title which has been registered in the ROD is
missing.
- Facts:
- P objected that V unable to show good title to property based on discrepancy that raised
doubt on validity of sale of property
- P argued that Recital 4 stated that property was sold via public auction whereas P’s
solicitor’s certificate stated that property was purchased under option
- Wanted discrepancy to be rectified before good title could be deduced
- Held:
- Conveyancer need only be concerned with assurances registered in ROD and not
with registrable assurances which were unregistered.
- Missing title deeds so registered might always be inspected in ROD to connect claim
of title
• Prior deeds are merely links in chain of title and not deeds evidencing
title of owner to property
• Missing prior deeds should not be obstacle to P deducing good title
unless missing assurance happens to be last conveyance in V’s favour.
Even so, affects V’s ability to convey property free from
encumbrances rather than to his title
- No reasonable doubt that V would NOT be at risk of a successful assertion against him of
any incumbrance/claim against him arising from non-production of prior title deeds
- P vested with good title, not merely passing whatever title/interest of owner in property
sold
- Solution would be to make a Statutory Declaration and give certified true copy from LT
Registry

Some salient points

- Capacity of person divesting title
- Extrinsic evidence required?
- Death of owner
- death cert, estate duties, probate or LA, S35(2) CLPA, S18 Trustees Act
 Person divesting title – does he/it have capacity? Need extrinsic evid? If conveyance states that A
is conveying proepty as legal rep of C who died some yrs back, then –
• Does he have power? Where power from? – need to know estate/trust law. executor of
will gets power fr will and will comes into effect on date of debt; if person dies without
will, intestate, then administrator of estate gets power from the grant of letters of
administration (not intestate succession act)
• Ie must call for copy of grant – grant of probate; check terms of will and check that will
gives him power to sell if selling. And that will terms followed when assented to give
property to beneficiaries – s18 trustees act comes into play as well. If no express power
of sale, then 2 signtures needed to give good discharge for purchase price received – does
doc have two signatures?

2
 • Section 35(2) CLPA - legal rep – deceased dies without will, adinsitrator have righ tot
sell, if 6 yrs after dath, need to apply to court to sell
• Estate duty certificate – to certify that all estate duties paid
• That memorandum conferred power to sell properties if seller were company – how to
satisfy oneself that comp sold following all nec regulations?

- Capacity of person acquiring title

 Person acquiring title – banks lawyers/ purchasers lawyers – to ensure that purchasers have
capacity to acq property – what might incapacitate them:
• Bankruptcy – (also to person divesting title)
• Soundness of mind
• Legal age – if below 21, need order of court to approve person acquiring title/ disposing
title – if actin for bank, mortgage though bank is considered disposal

- Signature by Power of Attorney? –

- need to check that power of attorney gave proper powers – valid at time that person used it? May
only bevalid for specific period
- stimes may be restrictive and specify what attorney can do –

- Proper description of property –

- if any easmenets and rights of way, dhld be included

- Proper words of conveyance

- ‘hereby conveyed in fee simple/ estate in perpetuity/hereby assigned the leasehold estate
commencing.. wat date

Is access part of title?

- Ask purchasers how they gain access – if via road and this is public road, then ok
- But if owned by someone else – need to cross another land to get to property – see case below
- Purchaser obviously needs access to property being purchased
- Right of way over land owned by another = easement
- Cheng Theresa v Oei Hong Leong [2006] 2 SLR 637
- 2 bungalows – built more than 40 yrs ago, orig shared same plot of land, alter subdivision. 48A had
to cross over land belonging to 48 to get to her land. When Theresa cheng wanted to buy 48A,
realisd this, part of contract had cond to say that she wil not buy unless there is proper legal right
of way over 48A
- this is contract bet her and owner of A, but 48 not involve
- 48 says that to cross, she had to be contacted
- cheng brought matter to court
- held: because that was ony way to gain acces to 48A, it was entitled to easement over 48
- : - must make it cond of contract that have right of way otherwise entitled to rescind
- Whose duty to check?
- Constructive knowledge of solicitor
- LS Investments v MUIS [1998] 3 SLR 197
- court held that if lawyer shld have known constructively that knowledge will be
imputed to client as well
- => need to investigate which u are supposed to know as solicitor because knowledge is imputed to
client

REQUISITIONS ON TITLE

When does Requisitions on Title take place?

3
• Req on title usually takes place when the Vendor’s solicitors send the purchaser’s solicitors draft Sale and
Purchasers Agreement – i.e. the vendor’s solicitors send the title deeds for the property to the purchaser’s
solicitors together with the draft Sale and Purchase Agreement.

Draft Transfer / Conveyance “subject to satisfactory replies to Requisitions on Title”

• The practice is for solicitor to advise purchaser on the title before the contract is signed (i.e. do req on title
before contract signed). If this is not possible (i.e. when the purchaser’s solicitors send draft transfer or
conveyance back to vendor’s solicitor req on title is not completed), there should be a clause in the contract
to state that the sale is “subject to title being in order and free of encumbrances on completion” or “subject
to satisfactory replies to requisitions on title”.
- When sending the draft Transfer or Conveyance to the Vendor’s solicitor, the Purchaser’s solicitor must
clearly state that the draft Transfer or Conveyance is sent “subject to satisfactory replies to the
Requisitions on Title”. If not, it may be implied that the Purchaser is waiving his right to raise
objections or requisitions on title and that the Purchaser is accepting title.
- The process of raising and answering Requisitions on Title is effective only if the parties are co-
operative. However playing “hide & seek” is common.
- In practice, Vendor’s solicitor usually replies, “Please make your own searches” or “Not in the Vendor’s
possession”.
- In view of the importance and usefulness of Requisitions on Title, solicitors should treat the sending and
replying of Requisitions seriously.
 Onus on purchasers to track down and do searches

• Title deeds are sent on “the usual undertaking”

o This is an undertaking given by a firm of solicitors to another that it will return to the other firm
the title deeds on demand by the other firm without any lien (solicitor’s or other wise) or claim on
them.
o vendor’s solicitors may send the title deeds for the property to the purchaser’s solicitors when
sending the draft Sale and Purchase Agreement, usually sent on “the usual undertaking”
o is an undertaking given by a firm of solicitors to another that it will return to the other firm the title
deeds on demand by the other firm without any lien (solicitor’s or otherwise) or claim on them

- purchaser’s solicitors will have to investigate the title and send to the vendor’s solicitors a set of questions
with respect to the title referred to as “Requisitions on Title”
- prepare Requisitions based on standard set of questions
- types of questions:
• questions on covenants
• conditions or
• easements affecting the property
• encroachments on the boundaries and
• access to the property
• also questions on governmental or other notices,
• changes or proposals affecting the property
- intention of sending Requisitions is to raise any objection to title

Why are Reqs on Title important? - Nature and Purpose of Purchaser’s Requisitions on Title
- Series of questions and/or objections raised by the Purchaser to the Vendor regarding the title to the
property, eg. covenants, conditions or easements affecting the property, or encroachments on and access to
the property.
- However, common to include questions not relating strictly to title, eg government notices.
- Also common to include a checklist for matters relating to formalities on completion
- Stretch beyond qn relating to title
 Requisitions should contain enquiries on conveyancing matters relating to formalities on
completion – req on title should be used by purchaser’s solicitors as checklist to ensure that
purchaser obtains proper title on completion and possession of all agreed items. E.g. of checklist of
items to be delivered by the V to P on completion:

4
 o document of discharge (for encumbered properties) together with any
stamp/registration fees payable,
o document of transfer/conveyance in purchaser’s favour,
o keys to property (if sold with vacant possession),
o transponder, lobby card (all means of access) and
o if any, copies of notice of transfer/change of ownership from vendor’s solicitors
to relevant authorities.
• Purpose for Purchasers to send out requisitions is to raise any objections to the title (on defect/doubt) which
may come to light from perusal of title deeds or to raise queries on equities breaches of trust which may
appear from solicitor’s investigations.
• Chia Kay Heng v Chia Kim Siah [1990] SLR 117, [1990] 3MLJ 193, CA.
 Purchaser cannot rely on any objections which are not stated in the requisitions.
 Facts:
- Agreement was subject to Law Soc Conditions of Sale. Purchasers argued that
production of death certificate was insufficient and wanted grant of administration to be
registered but request was made much later.
- The respondents purchased the property from one GCK who was the surviving joint
owner of the property, after the other joint owner, CKL, died on 8 August 1976. By
operation of law, GCK become solely and absolutely entitled to the property. The
appellants argued it was necessary to produce and register the grant to prove CKL’s
death and that the property was free from first charge for payment of estate duty. They
argued that the respondents’ production of a copy of CKL’s death certificate was not a
sufficient answer to requisition 15 in the contract of sale and that the failure to register
the grant entitled them to a declaration that a good title to the property had not been
shown in accordance with the terms of the contract of sale. Upon an interim order by
the High Court, a certified true copy of the grant was produced and the sale was
completed. At the hearing of the application, it was held that the respondents had
shown good title to the property and that the appellants should pay damages for late
completion (see [1989] 1 MLJ 272). The appellants appealed.
-
 Issue:
- Whether Purchasers are entitled to require Vendors, the administrators of the estate, to
register grant of letter of administration against subject to property to show good title
before completion?
 Held:
- P not entitled to insist that V comply with a requisition on title which specified that
grant should be produced and registered
- Death certificate was sufficient to show good title to property
- Further, bound by Conditions of Sale which state that every objection/requisition not
stated within 14 days stipulated period deemed waived and V assumed to have proved
good title if he has removed all objections and complied with requisitions actually
stated, unless they are unjustifiable
- So while V is under duty to prove good title when called upon to do so, P is under duty
to investigate title and state his objections and requisitions by a certain time.
- Held, dismissing the appeal:
- (1) A registered grant was not the only acceptable evidence of death and release from
payment of estate duty. The appellants were not entitled to insist that the respondents
comply with a requisition on title which specified that a grant should be produced and
registered.
- (2) Because of the wording of requisition 15, the appellants had, under condition 4 of
the Singapore Law Society’s Conditions of Sale 1981, waived any right they otherwise
would have had to the production by the respondents of the certified true copy of the
death certificate, which would have been sufficient to show good title to the property
- (3) A certified true copy of the death certificate was acceptable evidence of death of
one joint owner, which by operation of law, under the rule of survivorship, caused the
cesser of the joint tenancy and vested the entire interest in the property in the surviving
joint owner.

5
 - (4) If the appellants had accepted a certified true copy of the death certificate as
evidence that CKL died on 8 August 1976, it would have been clear to them by virtue of
s 29(1) of the Estate Duty Act (Cap 96), the property was released from the first charge
imposed on any estate duty payable because the passage of 12 years from the date of
CKL’s death ended on 7 August 1988, prior to the original date for completion of the
present contract of sale.
- (5) The respondents would have shown a good title at the original date for completion
of the sale and purchase by producing a certified true copy of CKL’s death certificate.
The appellants were therefore not entitled to the reliefs sought and were rightly ordered
to pay liquidated damages for late completion

- The effectiveness of Requisitions on Title depends on the attitude of the Purchaser’s and the Vendor’s
solicitors.

Form of Requisitions on Title

- Each law practice has its own “standard” set of Requisitions which should be adapted to suit the
property.
 Also see manual for sample
- Specific questions should be included in relation to specific problems, doubts or defects.
 Each piece of property diff

Turn to pages 81/82 of your manual

1. Please state the type of building … / 1. Vendor instructs building is … (make sure that this is the vendor
client’s instructions)
4. Pls confirm that vacant possession …/ 4. This will be done in accordance with the terms of sale
7. Is there any encroachment … / 7. Please make your own searches (onus back on purchaser)

-> purchaser can employ surveyors to survey property. Cost quite a lot but prudent is suspicious

Turn to pages 83/84 of your manual

19 & 20.… must be paid … receipts produced …/ 19 & 20. In accordance with terms of sale … receipts will be
produced only if available (most pple pay by check or by giro now – this only applies to cash over the counter)
39. V is required to produce … (TOP etc) / 39. Not in V’spossession
31. If V is ltd co, M & AA …. / 31. Copy is available for inspection at V’s regd office by prior appointment

Turn to page 89 of your manual

59.On completion… (1) Title deeds relating to … (2) keys / 59. (1) Undertaking will be cancelled (or confirmed
– depending on whether orig title deeds handed over) (2) noted
(10) such other items … / (10) Not admitted (too wide – so rights reserved)
We reserve the right to …/ Not admitted

- But standard set – waste of time.

- Purchasers shld draft own set partr to property at hand!
- don’t draft qn that give obvious ans.
- Only then will they have effect they are supposed to have.
- You must carry out proper investigations of title

Time Frames for Sending Requisitions on Title

- Open Contract – doesn’t incorp terms of sale. (Jalan nipah – incorp law soc conds of sale. If not
imported, -> Purchaser should deliver Requisitions to the Vendor within a reasonable time from the
delivery of the title deeds from the Vendor to the Purchaser.
- 14 days according to law soc conds
- reasonable time diff to ascertain
- Requisitions should be sent to the vendor’s solicitors within a specific period
- Most contracts are now governed by the Singapore Law Society’s Conditions of Sale 1999 which provides
that the Requisitions must be sent by the purchaser’s solicitors within 14 days from the date they receive

6
 the title deeds from the vendor’s solicitors, failing which any requisition or objection (as the case may be)
shall be considered waived and the vendor is not obliged to answer or clarify any requisition
- Where the contract is silent on this point (e.g. where The Law Society’s Conditions of Sale 1999 are not
made part of the terms of the contract) then Requisitions should be sent within a reasonable time
- However, where the purchaser’s solicitors send Requisitions on Title “out of time”, the vendor’s solicitors
may answer but should always do so without prejudice to the vendor’s rights
- A tender of the draft Transfer without mentioning that such tender is subject to satisfactory replies to
Requisitions on Title may imply a waiver of the purchaser’s right to raise objections or requisitions on title
and acceptance by the purchaser of title
- Generally – Most contracts incorporate The Law Society’s Conditions of Sale 1999, Condition 4 –
- 4.1 Requisitions must be sent within 14 days of a) after vbendor has notified purchaser tt docs of
title may be inspected or b) after vbendor has delivered docs of title (or certified copies) to
purchaser or c) within ushc extended time as vendor may allow in writing
- 4.2 Every requisition or objection not raised within the 14 day time frame shall be considered
waived.
- 4.3 time is of the essence for purpose of conditon

Failure to Send Requisitions on Title – requisition/objection considered waived.

• Every requisition or objection not raised within the 14 day time frame shall be considered waived and V not
obliged to answer/clarify any requisitions – means that P has accepted the title (condition 4.2)
• Tender of draft Transfer, conveyance or other assurance by the Purchaser’s solicitors to the Vendor’s
solicitors without mention that such tender is subject to satisfactory replies to Requisitions on Title may
imply waiver of the Purchaser’s right to raise objections or requisitions on title and acceptance by the
Purchaser of title.
• However, where purchaser’s solicitors send requisitions on title “out of time”, the vendor’s solicitors may
answer the requisitions as a matter of courtesy but should always do so without prejudice to the vendor’s
rights.
• HOWEVER, notwithstanding that purchasers solicitors may have omitted to send requisitions on title or to
send them within the stipulated time, the purchaser is NOT deemed to have waived his right to make such
requisitions if they:
o (i) Relate to defects in title which go to the Root of title; or
 Good root of title is a conveyance for good value or mortgage. (transaction by way of gift
or acquisition upon someone’s demise is not a conveyance for good value.)
 Good root of title must be a document which must prove on the face of it, the ownership
on the whole legal and equitable title, and show which title it is, and show nothing to cast
any doubt on the title of the disposing party
o (ii) Relate to Conveyancing matters and Formalities on Completion
 e.g. requests for documents of discharge in respect of any existing encumbrances.

Duties of the Vendor

o Vendor is bound to answer all specific questions relating to title and the property.
 But way vendor answers
o Where requisitions do not relate to title, Vendor should be helpful and informative but mindful of
consequences of the answers.
o Answers should be Vendor’s. The Vendor’s solicitor is liable for false answers and so must verify his
answers with the Vendor unless he has personal knowledge of the same.
 ‘vendor instructs that it is….’ – this is the way you shld phrase your answers
• V also obliged to rectify any defect/impediment in title which is discovered by P after inspecting the title.
- Requisitions sent out of time – Vendor may out of goodwill reply, but should do so without prejudice to
his rights under the contract.
- Late or no Requisitions -- Purchaser is not deemed to have waived his right to make such requisitions if
they:-
 o relate to defects in title which go to the root of title; or
 o relate to conveyancing matters and formalities on completion.

7
- No duty to disclose any physical defects.
 But obliged to disclose all latent defects in title.
o Huang Ching Hwee v Heng Kay Poh [1991] 1 MLJ 15 (HC); [1993] 1 SLR 100 (CA).
o Facts:
 Sale governed by law soc conditions of sale and special conditions set out in option.
 Purchaser found out that vendor had carried out substantial alterations and additions to property
about 7 months before contract without necessary planning permission, for which authority could
demolish the building. Purchaser argued that since no approval for works had been obtained, there
was latent defect of title.
o Held:
 Law draws distinction between defects of quality and defects of title and distinction between patent
and latent defects.
o No duty to call purchaser’s attention to patent defects of title or quality. Vendor
only under duty to disclose latent defects of title.
o As for defects of quality, which affect property sold, there is NO duty to
disclose them even if vendor is aware of such matters.
 Whether or not a potential or incohaote statutory liability is an encumberance and a blot on title
depends on circumstances.
o Mere fact that state of affairs exists which might bring into operation provision
of law imposing a burden or liability is insufficient to constitute a defect of title.
o Before any qn of defect of title arises, intention to invoke provision of law must
have been manifested and brought to notice of those concerned before contract
is concluded.
o Although potential for enforcement action by building authority was always
there, there was never any certainty/inevitability about it. There was no
evidence that authorities had threatened to take action against infringement,
hence there is no defect of title. It is irrelevant that Building Control Division
was not aware of unauthorised works at time vendor replied to requisitions.
 Rule allowing purchaser to rescind contract in case of a defective title is based on express or
implied term of contract of sale that vendor has to show a good title and being a contractual
obligation, its performance is independent on knowledge. Of course, knowledge of latent title of
defect on V’s part no doubt facilitates disclosure to P, so as to prevent P from subsequently
objecting to title on that basis
 But where V’s duty of disclosure arises, ignorance of defect is no excuse
 But if non-disclosure relates to quality, no general duty to disclose and knowledge is generally not
material in absence of misrepresentation / warranty / other circumstances
 Since no duty to disclose, fact that V not forthcoming with replies to inquiries about unauthorised
works was irrelevant
o Summary:
 If non-disclosure relates to quality, no general duty to disclose and knowledge is generally not
material in absence of misrepresentation/warranty/other circumstances
 If non-disclosure relates to title, then even ignorance of defect is no excuse
 Where authority can issue condemnation notice, no defect in title till notice issued
- Not obliged to disclose existence of caveats as interests claimed under caveats are not latent defects. –
purchaser can trace caveats by doing simple title search – can buy copy of caveat nad read what interest is
claimed under the caveat
 interests caliemd not always latent defects but may be pursuant to order of court giving an interest
 Indian Overseas Bank v Cheng Lai Geok [1992] 2 SLR 38. – caveats are not latent defects
- Facts: The plaintiff bank IOB was mortgagee of four properties in Birch Road (‘the
properties’). In exercise of their power of sale as mortgagees, IOB put the properties up
for auction on 2 July 1981. The conditions of the auction required the purchaser to pay
a deposit of 25% of the purchase price as deposit immediately after the sale, sign a sale
agreement and that the purchase be completed within one month thereafter. The

8
 defendant Cheng, who was the highest bidder at $2.6m signed the sale agreement and
paid $650,000 being 25% of the purchase price on 2 July 1981. Prior to the mortgagee
sale, owners of the properties granted an option to purchase the properties dated
22 August 1979 to one Ho. Ho in turn granted an option to purchase bearing the same
date as the option to two persons, Ong and Kassim. Ong and Kassim subsequently
exercised their option. Ho and the owners refused, were unable or neglected to
complete the sale in favour of Ong and Kassim. Ong and Kassim, on learning that IOB
proposed to exercise their power of sale as mortgagees lodged caveats claiming
interests in the land as purchasers of the properties and under two lis pendens orders of
16 March 1981 and 1 July 1981. They also commenced Suit No 1762 of 1980 against
the owners and Ho for specific performance and damages in lieu of specific
performance, and Suit No 2180 of 1981 against IOB seeking an injunction restraining
them from auctioning off the properties. On the basis of the above, Cheng rescinded the
sale agreement. The issue was whether the defendant was entitled in law to do so.
Related to this issue is whether IOB was under a duty to disclose, on or before 2 July
1981, the existence of the two pending suits and caveats notified on the land register.
IOB subsequently sold the property on 11 April 1991 at $2.33m. One issue was whether
and on what basis, if Cheng was not entitled to rescind the sale agreement, general and
specific damages could be claimed.
- Held, allowing the plaintiffs’ claim:
- (1) Cheng was not entitled to rescind the sale agreement on the ground that there were
four existing caveats and two pending suits involving the subject properties. IOB was
exercising its power of sale as mortgagees of the properties. None of the four caveats
existed prior to the creation of the mortgage of the subject properties in favour of the
plaintiffs. In view of s 26 of the Conveyancing and Law of Property Act (Cap 61) and
s 67(1) of the Land Titles Act (Cap 157), Cheng would have acquired a good title in the
properties from IOB upon registration of the instrument of transfer executed by IOB
had Cheng completed the purchase of the properties.
- (2) IOB was under no duty to disclose the existence of the four caveats and two
pending suits. The general rule in contracts for the sale of land was caveat emptor
(buyer beware) and a vendor’s duty to disclose only applied to latent defects of title.
The caveats had been notified on the land register for the whole world to see and could
not be regarded as latent defects in the title to the subject properties.
- Were the plaintiffs under a duty to disclose the existence of the four caveats and the two
pending suits?
o 46 The defendant’s counsel contended that the plaintiffs had deliberately
omitted and failed to disclose the existence of the four caveats and the two
pending suits which, had the plaintiffs done so, would have adversely affected
the defendant’s decision to bid for the subject properties at the auction held on 2
July 1981. Were the plaintiffs under a duty to disclose the existence of the four
caveats and the two pending suits? In my view, the answer is in the negative.
The caveats had been notified on the land register and they were there for the
whole world to see. The general rule in contracts for the sale of land is still
undoubtedly caveat emptor and a vendor’s duty to disclose only applies to latent
defects of title: see Dormer v Solo Investments Pty Ltd and Tsekos v Finance
Corp of Australia Ltd. In the present case, the interests claimed under the four
caveats notified on the land register in respect of the subject properties cannot
be regarded as latent defects in the title to the subject properties.

Duties of the Purchaser

- The Purchaser is obliged at all times to conduct independent searches and enquiries on the title and
the property.
- The Purchaser has to check the Vendor’s replies carefully and if dissatisfied with the answers, should
take issue and pursue the matter further with the Vendor.
 E.g. whether estate duty has been paid (note that estate duty has first charge on the property), if
sale of property is after 6 years of the death of the testator, an order of court is needed.

9
 Conveyancing & Law of Property Act
S35. – (2) No sale or mortgage of land belonging to the estate of a deceased person shall be made by the legal
personal representatives of that person after the expiration of 6 years from his death unless with the sanction of
the court, or unless the sale or mortgage is made in pursuance of a power of sale or trust for sale or mortgage
which is expressly contained in or may be implied from the terms of the will of the deceased.

- While Vendor has to show good root of title, the Purchaser has to ascertain the Vendor’s title by
investigating the documents produced by the Vendor.
 Their duty to raise the issue
- If not, the Purchaser is bound by whatever prior interests he would have found had he investigated fully.
o Collector of Land Revenue v Philip Hoalim [1977] 1 MLJ 88.
- Facts
• Respondent owned an island off the coast of S’pore. Collector of Land Revenue
gave notice of compulsory acquisition of island for public purposes.
• State grant of the island to one Angus in 1860 contained a provision enabling
the State, if it should be required for public purposes, to reacquire the island,
paying therefore the latest purchase price plus any money that had been
expended on the land by the owner.
• Collector of Land Revenue did not proceed under that provision but he set in
motion the ordinary processes of compulsory acquisition for public purposes.
• But in ascertaining what a notional purchaser in the market would pay for the
island it was relevant to consider whether the 1860 reacquisition provision was
still enforceable at the date of the publication of the notice of compulsory
acquisition.
- Issue
• Issue relevant here is whether the respondent had constructive notice of the
provision for reacquisition thereof when he bought the land in 1951
• Note: It was determined previously that the 1860 reacquisition provision was a
covenant creating only an equitable interest in the land.
- Held: Respondent did not have constructive notice of the provision in the original
Crown grant
• The allegation of constructive notice is not founded upon a suggestion that
respondent must have known that the original title stemmed from a Crown grant
and should have searched at the Land Office for its contents.
• The allegation rests entirely upon the fact that in the 1878 conveyance 1, the root
of title, the description of the island conveyed included the reference already
quoted to the plan endorsed upon the 1860 grant. It was contended that any
purchaser must reasonably be expected to require production of the plan, to
examine it, and also to read the instrument upon which it was endorsed. Their
Lordships are quite unable to accept this.
• It is superfluous, irrelevant, for the purpose of identification of this island of the
reference to the plan in the 1860 grant. The same comments are applicable to
the schedule to the 1878 conveyance. The island conveyed was completely and
perfectly identified in a manner upon which no survey plan could improve: or if
perchance it displayed some conflict with the already complete and perfect
identification it would have to be rejected.
• Their Lordships see no ground for holding that in those circumstances
respondent was in any sense of the word required to look at the 1860 grant.
• Their Lordships however warned that `notice of a deed is notice of its contents`
must not be taken as of universal literal application.

Statute gives right to rescind contract/compel answer

1
1878 conveyance was a good root of title in 1951 when the subject land was sold and conveyed to
respondent

10
- 1) If the Vendor fails to properly answer any requisition, the Purchaser can rescind the contract or compel
the Vendor to answer the requisition by way of a Vendor-Purchaser summons. [Section 4(1) & (2) CLPA]

Vendor or purchaser may obtain summary decision as to requisitions, etc.

4. —(1) A vendor or purchaser of land, or their representatives respectively, may at any time or times, and from
time to time, apply in a summary way to the court by originating summons intituled in the matter of this
Act, and in the matter of the contract of sale, in respect of any requisitions or objections, or any claim for
compensation, or any other question arising out of or connected with the contract not being a question
affecting the existence or validity of the contract.
(2) The court shall make such order upon the application as seems just, and shall order how and by whom all
or any of the costs of and incident to the application shall be borne and paid.

- Notwithstanding that the purchaser’s solicitors may have omitted to send Requisitions on Title or to send
them within the stipulated time, the purchaser is not deemed to have waived his right to make such
requisitions if they:
• Relate to defects in title which go to the root of the title; or
• Relate to conveyancing matters and formalities on completion
- Requisitions now also used to raise enquiries on conveyancing matters relating to the formalities on
completion
- Checklist to ensure that the purchaser obtains proper title on completion and possession of all agreed items,
if any. This briefly refers to:
• The document of discharge (if the property is encumbered)
• Together with any stamp fees or registration fees which may be payable,
• The document of transfer or conveyance in the purchaser’s favour,
• The keys to the property (if the purchase is with vacant possession),
• The gate pass or remote control for the gate, if any,
• And copies of notices of transfer or change of ownership
- Vendor’s solicitors should answer Requisitions where the questions specifically relate to title and the
property unless the contract provides otherwise
- Vendor’s solicitors should note that they are liable to the purchaser if their replies are false and should
always verify the accuracy of the answers with their client
- Purchaser’s solicitors should check the replies to their Requisitions on Title and if the replies are not
satisfactory, pursue the matters with the vendor’s solicitors
- purchaser is entitled to compel the vendor to answer by taking up a vendor and purchaser summons in court
(s. 4(1) and (2) Conveyancing and Law of Property Act (Cap. 61))

- 2) Unreasonable Requisitions on Title

- vendor’s right to rescind not stat but conferred by law soc conds
- Condition 5 of Law Soc Conditions of Sale 1999 provides that the Vendor may within a reasonable
time rescind the sale if the Purchaser will not withdraw a requisition which the Vendor is unable or on the
ground of difficulty delay or expense or on any other unreasonable ground unwilling to remove or comply
with.

Condition 5 Law Soc Cond 1999

5 Vendor’s power of recission
5.1 where vendor is
a) unable or
b) unwilling because of difficulty,m delay or expesen of other reaoanble cause, to remove or comply with any
objection or requisition of purchase as to title, contract, sale plan and these conds, vendor has right to annul sale
notwithstanding any prev negotiation or litigation
5.2 vendor must give purchaser not less than 10 days written notice to annul sale
5.3 sale to be treated as annulled after vendor’s notice has expired, unless objection or requisition withdrawn
before expiry of tt notice
5.4 when sale annulle,d purchase entitled to return of deposit but withhtou interests, costs or compensation

11
- Condition 5 is not an “escape route” for the Vendor for a poor sale. (esp in rising market where rescinding
sale allows V to sell prop at higher price to someone else). The courts tend to adopt a strict interpretation
and the Vendor must not act arbitrarily, capriciously or unreasonably.
- Also V must act within R time.
o i.e. cannot invoke condition 5 day before completion.
- if vendor is unable or on ground of difficulty, shall be unwilling to remove or comply with any objection or
requisition which the purchaser makes or insists upon, the vendor will be entitled to annul the sale
- this is so especially if the contract is governed by The Singapore Law Society’s Conditions of Sale 1999

Cases
- Chay Chong Hwa v Seah Mary [1986] SLR 48
o case went to PC – purchaser found to be acting unreasonably and vendor allowed to rescind
contract. Purchaser insisting on grant of probate – court sai that vendors had to give it.
- but later cases in sg – vendor acting capcriiously and yet court said that purchaser being unreasonable and
therefore did not allow cond to be used
- Foo Ah Kim v Koo Chen Lim & Anor [1995] 3 SLR 207
o Facts
 Agreement subject to Law Society’s Conditions of Sale
 Survey of property showed that a wooden store straddled the rear of property and
neighbouring land. Also, common wall between property was completely within
neighbouring land
 P asked for vacant possession of wooden store with good title to it
 V objected since store did not form party of property and they were not obliged to deliver
good title. They were however, willing to have store vacated and demolished upon
completion
 P then demanded good title to neighbouring land on which common wall stood
 V stated that they would invoke Condition 5 of Conditions of Sale to rescind agreement
unless P withdrew her objections within 10 days because they were manifestly
unreasonable
 V reserved contractual rights to forfeit deposit but expressed willingness to refund it
 V then invoked Condition 5 and rescinded contract
o Held:
 P’s demand that whole of wooden store, including part standing on adjoining land, be
delivered to her on completion with good title was an impossibility
o Unreasonable for P to expect good title in respect of common wall, for
to resite common wall/to purchase strip of land on which half of
common wall stood would involve V with an unquantifiable expense
o Alternative demand for compensation equally unreasonable because
compensation not realistically assessable
o V entitled to invoke Condition 5, not arbitrary / capricious /
unreasonable in doing so
 But once Condition 5 invoked, all other rights and obligations of parties under agreement
brought to an end.
o When V elected to give notice to rescind, V had no option and were
obliged to return deposit to P if P did not withdraw the objection.
o In purporting to reserve rights to forfeit deposit, V were being
excessively cautions
 Still, purported reservation was not oppressive and did not in any way render notice
ineffective
- Chiam Toon Hong v Ong Soo Yong [2004] SGHC 138
o Plaintiff, Mr Chiam Toon Hong (“Chiam”), sought a declaration that his contract dated 2 April
2002 to sell his five per cent share of 145 Killiney Road to the defendant, Mr Ong Soo Yong
(“Ong”), had been rescinded. He also sought an order that the caveat lodged against the said
property by Ong on 5 April 2002 be removed. Ong asserted that Chiam’s application should be

12
 dismissed as it was the latter who delayed the completion of the sale and purchase of the property.;
Chiam contended that he was entitled to serve a notice of annulment under cl 5 because Ong had
no right to insist on a variation of the Order of Court before the completion of the sale and
purchase of his share of the Killiney property.
o Held: 28 The circumstances under which cl 5 may be relied on by a vendor were considered
by the Court of Appeal in Chay Chong Hwa v Seah Mary [1984–1985] SLR 183, which was
upheld on appeal to the Privy Council in [1986] SLR 48. L P Thean J, as he then was, who
delivered the judgment of the court, emphasised at 190, [16] that “condition 5 does not confer on
the vendor a wide and unfettered right to annul the contract”. He added at 189–190, [12] and
[16] as follows: It is obviously a condition for the benefit of a vendor giving him a right in certain
circumstances to rescind the contract which has been validly made. Such a condition is
undoubtedly of a very drastic nature, and understandably the courts in exercise of their equitable
jurisdiction have evolved certain principles qualifying such right of the vendor….
o In determining whether a vendor can avail himself of such a condition the court will look closely at
the conduct of the parties to the contract. In particular, in relation to the matter objected to or
required by the purchaser to be complied with, the vendor must not have been guilty of
‘recklessness’ in entering into the contract, and unwillingness on the part of the vendor to meet the
objection or comply with the requirement raised by the purchaser must not in the circumstances be
unreasonable. A vendor cannot in reliance on such condition arbitrarily, capriciously or
unreasonably rescind the contract, and certainly he cannot do so acting in bad faith.
o 29 Chiam’s counsel relied on Foo Ah Kim v Koo Chen Lim [1995] 3 SLR 207. In that case, the
appellant purchaser entered into an agreement on 11 June 1993 to purchase 125 Joo Chiat Road for
$890,000 with “vacant possession on completion”. The contract, which was subject to the Law
Society of Singapore’s Conditions of Sale 1981, provided that if any encroachment was found to
exist on the property, the purchaser would be entitled to rescind the property. A survey of the
property revealed that a wooden store straddled the rear of the property and the neighbouring
property. Furthermore, the common wall between 125 and 127 Joo Chiat Road was completely
within 127 Joo Chiat Road. On 4 August 1993, the purchaser’s solicitors informed the vendors’
solicitors that the purchaser required the vendors to give good title to the wooden shed that stood
partly on 125 Joo Chiat Road and partly on the adjoining property, and the common boundary wall
that stood completely on the adjoining property. The vendors agreed to have the wooden shed
demolished but this did not satisfy the purchaser. Why she expected the vendor to give her good
title to part of the adjoining property could not be fathomed. After the vendors’ solicitors served a
notice under cl 5 of the Law Society of Singapore’s Conditions of Sale 1981 on 19 October 1993,
the purchaser withdrew her demand regarding title to the wooden shed but she continued to insist
that she be given title to the common wall. Karthigesu JA, who delivered the judgment of the
Court of Appeal, pointed out that the vendors were placed in an impossible position. He added that
the purchaser’s final demand that there be good title to the wall that stood on the adjoining land
was merely a ploy to get a reduction in the purchase price. In these circumstances, the court
accepted that the vendors were not acting arbitrarily, capriciously or unreasonably when they
invoked cl 5 to annul the contract for the sale and purchase of the terrace shophouse.
o 30 The above-mentioned case is clearly distinguishable from the present case. When
considering whether or not Ong’s request for a variation of the Order of Court is unreasonable, it
should be noted that Chiam’s former solicitor, Ang, advised him and Ong that the sale of the
former’s share of the Killiney property could not be completed unless the Order of Court was
varied. All that Chiam was concerned about until he instructed KOP almost one year later was
whether or not he had to pay the legal fees for the variation of the Order of Court. He asserted that
he was not responsible for the legal fees because Ong had agreed that he was to receive a net
amount of $200,000 for the sale of his share of the Killiney property. As such, he contended that
Ong should bear the costs of varying the Order of Court. Such a term was not provided for in the
contract of sale and purchase and I do not believe that Ong agreed to such a term.
o 31 In my view, it was not unreasonable for Ong to insist that the Order of Court be varied
before the transaction is completed and especially so after he offered to pay the legal costs in
relation to an application to vary the Order of Court, which was made because of the fractious
relationship between the co-owners of the Killiney property. Kan J had required all the co-owners
of that property, including Chiam, to act in unison to sell the property by public tender and to
distribute the proceeds in the proportions specified in the Order of Court. It was obvious that no
party to the Order of Court should act on his own to sell his share, for such a private sale of a share

13
 of the Killiney property could complicate matters and delay compliance with the Order. Even if
Chiam took his duties to the court lightly, a purchaser in Ong’s shoes, with notice of the Order of
Court, was entitled to be cautious enough to seek the approval of the court for the sale and
purchase of a share of the Killiney property. Whatever may have been his earlier position, Ong
finally offered to pay for the legal costs involved in obtaining a variation of the Order of Court. As
such, Chiam should have co-operated with Ong by signing the requisite papers for the variation of
the Order of Court. In these circumstances, Chiam’s refusal to co-operate with Ong was
unreasonable. It follows that he was not entitled to rely on cl 5 to annul the contract for the sale of
his share of the Killiney property to Ong.

QUESTIONS
- What is a good root of title? –
 see quotation above. Stretch back at least 15 yrs according to CLPA
- What are requisitions on title? –
 see defn above – qns or objns raised
- What is the time frame for sending them? –
 if law soc x apply, time is reasonable time, if apply, then 14 days f date of receiving title deeds
- Explain when Condition 5 of Law Society’s Conditions of Sale 1999 may be used by the Vendor –
 1. see cond first, can only rescind if raises objn that is unreasonable and cannot be complied with.
What is unreasonable on part of purchasers or vendors – see 3 cases above

14