WINGCROWN INVESTMENT PTE. LTD. v MANNEPALLI GAYATRI RAM

Facts

Wingcrown Investment Pte Ltd, the developer of The Crest condominium, agreed to sell a unit at 105 Prince Charles Crescent to Mr Mannepalli Gayatri Ram for $3.089m under a sale and purchase agreement dated 2 July 2018. He paid an option fee of $308,900 and was allowed early possession from 27 July 2018. Completion was due on 4 June 2020 but did not take place despite several extensions; he made nine requests for more time. After a notice to complete expired, the developer treated the agreement as terminated on 17 August 2021.

In HC/OS 1092/2021 the court declared on 18 January 2022 that the agreement had been validly terminated, ordered him to give up possession, and ordered damages to be assessed. He obtained an extension and handed back the unit on 27 February 2022 without carrying out reinstatement works. The developer reinstated the unit and resold it to another buyer at a higher price. This decision gives the grounds for the assessment of damages, against which the purchaser appealed.

Issues

1. Whether the developer could recover its legal costs on a full indemnity basis under the agreement despite the earlier costs order
2. Whether the purchaser was liable for the full costs of reinstating the unit
3. Whether the developer was entitled to rent, double rent and Wrotham Park damages for the delayed sale
4. Whether interest on shareholders' loans and wasted sale expenses were recoverable, and whether the deposit had to be credited

Holding

The court allowed the developer's claim in part, reducing one head, assessing damages at $720,960.84 with interest at 5.33% from the date of the originating summons to judgment. The only part refused was $51,761.80 claimed as Wrotham Park damages for the period after possession was returned. Costs of the originating summons were fixed on an indemnity basis at $45,000 plus reasonable disbursements.

Reasoning

Three small heads were not contested. On legal costs, clause 5A.2.3 gave a clear contractual indemnity. The proceedings had been split, so the indemnity only became relevant at the assessment stage; the developer was relying on contract rather than the court's costs discretion, so the authorities on unrecovered costs and the plea of abuse of process did not apply. The invoices supported $100,268.37, after deducting the $9,000 in costs already awarded.

On reinstatement, the purchaser had been asked at least three times to restore the unit and did nothing; he led no evidence of fair wear and tear or of cheaper quotes, and the developer had obtained competing quotations. The full sum was allowed.

On the delay, the purchaser's argument that he was never a tenant ignored that he stayed on after failing to complete. The COVID-19 legislation did not stop the developer's rights accruing. After termination he was like a tenant holding over and liable for double rent under s 28(4) of the Civil Law Act 1909. Wrotham Park damages for the later period failed all three conjunctive requirements in Turf Club: ordinary damages were available and the resale at a profit meant no actual loss, there was no breach of a negative covenant, and a hypothetical bargain was unrealistic.

Financing costs on a large development were within the parties' reasonable contemplation, as Robertson Quay recognised, so the shareholders' loan interest was recoverable. Agents' commission and conveyancing fees were wasted by the failure to complete and were proved by invoices and Mr Koh's evidence. The agreement's forfeiture clause overrode the condition requiring credit for the deposit.

From the judgment