CHEN XIAOQI & Anor v CHEN FANGQI & Anor

Facts

The four parties are siblings and equal beneficiaries of the estate of their father, Mr Tan Tuck Kow, who died on 28 December 2011 without a will. The eldest, Chen Xiaoqi, and the second child, Chen Fangqi, were joint administrators. The main assets were two HDB shophouses in Jurong East: #01-19, which was let out, and #01-05, which a dental company run by the parties' mother occupied rent-free. Each sibling held a quarter of that company's shares.

In Originating Application No 696 of 2022, Xiaoqi and the youngest sibling sought a sale of both properties with Xiaoqi to have sole conduct, an account from Fangqi of rental income and company dividends, and payment of sums found due. Fangqi and her brother counterclaimed: they said a sale settlement had been reached through the claimants' solicitors' letter of 24 August 2022, and sought remuneration of $125,100 for Fangqi as administrator plus $1,000 a month, and damages from Xiaoqi for alleged breach of fiduciary duty. Goh Yihan JC heard the matter.

Issues

1. Whether the parties had concluded a binding agreement on the sale of the properties through the letter of 24 August 2022
2. Whether the court should order a sale of the properties and who should have conduct of the valuation and sale
3. Whether Fangqi should be ordered to account for the rental income and the company dividends
4. Whether Fangqi was entitled to remuneration as administrator and whether Xiaoqi was liable for breach of fiduciary duty

Holding

The court allowed the claimants' claim in part, making orders in terms of prayers one, two, three (with qualifications), four and seven. The properties are to be sold by a solicitor jointly appointed by the parties, with sale costs paid from the proceeds, and Fangqi must account for the rental income from #01-19. The account of company dividends was refused, and the prayer for payment was left for a fresh application once accounts are given. The counterclaims on the alleged agreement and breach of fiduciary duty were dismissed; Fangqi may apply again for remuneration later. Costs were reserved.

Reasoning

On the alleged settlement, the judge found no offer and acceptance. The solicitors had recorded agreed terms only to track negotiations, which in context meant a subject-to-contract basis. The letter itself complained that talks had dragged on and threatened proceedings within seven days, and the defendants' own letter of 1 September 2022 spoke of terms agreed only "to date". Any agreement would also have been too uncertain, lacking terms such as how the defendants could buy out the claimants.

On sale, applying Su Emmanuel v Emmanuel Priya Ethel Anne and another [2016] 3 SLR 1222, the relationship had broken down, the defendants accepted a sale, and there was no prior agreement, so a sale was necessary or expedient. Xiaoqi was not given sole conduct because she lives overseas. The court preferred an independent solicitor, as in Foo Jee Seng and others v Foo Jhee Tuang and another [2012] 4 SLR 339, to give the family a clean break.

On accounts, s 28(1) of the Probate and Administration Act 1934 obliges an administrator to account on request without the beneficiary giving reasons, unless the request is unduly onerous. Fangqi's WhatsApp figures and handwritten workings for 2019 to 2021 were unsubstantiated. The company, however, was no longer part of the estate because its shares had been distributed; dividend complaints lay against its director.

On the counterclaims, Xiaoqi had agreed to pay Fangqi $1,000 a month from June 2013, but only if Fangqi kept records of her work, which was not shown. Commission under s 66(1) of the Act might still be due, but deciding it before the account was premature. The fiduciary claim failed: the parties had acquiesced in Fangqi doing more of the work, Xiaoqi's duties were owed to the estate rather than to Fangqi, and no loss was proved.

From the judgment