ONG HOCK LYE & Anor v CHEW LELIAN (ZHUO LILIAN)

Facts

The claimants, Ong Hock Lye and Tan Kit Lian, Dulcy, owned a lot at Telok Kurau Road that could be reached from the public road only by crossing two smaller lots still owned by the original developer. By an option to purchase dated 16 May 2023, they offered the lot to the defendant, Chew Lelian, who exercised the option on 10 January 2024, with completion due on or before 6 March 2024.

When the defendant's solicitors asked about a right of way, the claimants' solicitors replied that they had instructions to liaise with the developer for easement rights. The defendant's solicitors then expressly reserved her right to late completion interest under clause 9.2 of the Law Society's Conditions of Sale 2020. The claimants asked that the deferment be interest free; the first claimant later apologised by WhatsApp for the delay. Alternative options the claimants proposed after the original date were rejected because they involved the defendant taking the smaller lots, which affected her stamp duty position, and her bank would not release the loan until the easement was resolved. The developer executed the easement in June 2024, and the sale completed on 25 July 2024. A sum of $182,000 was held by the claimants' solicitors pending resolution of the interest dispute. The claimants applied in District Court Originating Application No 157 of 2025 for declarations that the defendant had no right to that sum and that it could be released to them.

Issues

1. Whether the delay in completion was caused by the claimants' default under the Law Society's Conditions of Sale 2020
2. Whether clause 9 of the option, allowing the purchaser to rescind or proceed, barred a claim to late completion interest
3. Whether the 'as is where is' terms or an alleged implied easement relieved the claimants of liability

Holding

The court dismissed the claimants' application, finding them liable for the late completion interest, and ordered them to pay the defendant's costs fixed at $8,000, inclusive of disbursements.

Reasoning

The court found that the claimants took it upon themselves at the outset to obtain the right of access from the developer, without qualifying their position on interest. The defendant reserved her right to interest, there was no protest, she never agreed to an interest-free deferment, and the first claimant's apology did not mention any waiver. Having undertaken to secure access, their failure to do so by the original completion date was a default, and the late interest came to $182,000. The alternative options came after that date and would have required the defendant to buy land outside her bargain.

Clause 9 of the option was for the defendant's exclusive benefit. By electing to proceed, she waived the right to rescind and was entitled to completion by the original date.

The 'as is where is' terms went to whether the purchaser could object to the sale, not to delay and interest. Whether an easement could be implied or created under the Land Titles Act 1993 was a separate question; no court had declared one by the completion date. Having decided the point, the court did not address the defendant's estoppel argument.

From the judgment