Sally Tia Sock Kiu v Tia Oon Lai

1 TOL and the Mother were the registered proprietors of the 30-year Lease (commencing on 1 August 1998) granted by the Housing Development Board (“HDB”) over a property which houses the Coffeeshop. The Coffeeshop operations began with a sole proprietorship Hiap Hoe founded by the Father. In May 1997, the Father withdrew from Hiap Hoe, and the Mother and TOL were registered as proprietors. The purchase of the Lease was financed in part by the 1998 HLF Loan taken out by the Mother and TOL: at [2], [4] and [6].

2 The Coffeeshop was rented out from October 1998 to September 2023. The Previous Rental was paid directly to the Mother. From July 2018, the Coffeeshop rental was paid separately to the Mother and TOL in equal shares pursuant to the Rental Splitting Agreement. From July 2015, two of TOL’s sisters (“Sally” and “Poh Kim”) assisted the Mother with her finances: at [7]–[8] and [17].

3 The Father passed away in November 2004 and the Mother passed away in October 2021: at [3].

4 In the proceedings below, the Mother’s estate (“Estate”) was made a defendant and Sally and Poh Kim were also made defendants. TOL claimed that the Father gave the Lease to him and the Mother in equal shares, and that the Mother held his 50% share of the Previous Rental on a resulting trust for him, and sought an account from the Estate, Sally and Poh Kim. The Estate claimed that TOL held his 50% legal share of the Lease on trust for the Mother and he was thus not beneficially entitled to a share of the Previous Rental. Sally and Poh Kim denied any liability to TOL: at [10]–[12].

5 The judge sitting in the General Division of the High Court (“Judge”) rejected TOL’s case that the Father gave the Lease to TOL and the Mother in equal shares. The Judge found that the Mother contributed 62.35% of the purchase price of the Lease while TOL contributed 37.65%. The Judge found that the Rental Splitting Agreement evinced a common intention between the Mother and TOL to hold the beneficial interest in the Lease in equal shares from 1 July 2018, but there was insufficient evidence of a common intention prior to 1 July 2018. The Judge found that a presumed resulting trust applied to the Lease and the Previous Rental prior to 1 July 2018, and that the Mother and Sally had undertaken a duty to account to TOL for his share of the Previous Rental: [23]–[28].

6 The totality of the evidence supported the inference that there was a common intention between the Mother and TOL, at the time the Lease was acquired, that the Mother would hold the full beneficial interest: at [40] and [95].

7 The evidence was unclear as to why TOL was registered as a proprietor of Hiap Hoe. The fact that TOL was so registered, and consequently expressly mentioned in various documents relating to the Lease and the 1998 HLF Loan, at most made clear the parties’ legal positions as opposed to their beneficial positions. What was more probative was the substantive involvement (if any) of the Mother and TOL in relation to Hiap Hoe and the Coffeeshop as that set the context of the arrangements. The evidence showed that the Mother had a consistent and significant role in the Coffeeshop affairs, whereas TOL’s involvement was minimal and sporadic at best: [45]–[47] and [54].

8 Contrary to TOL’s evidence that the Mother had assured him that she was safeguarding his share of the Coffeeshop rental for him, there was no objective record of such communications, and neither did TOL raise the existence of such communications in his messages or letter of demand to Sally: at [58]–[60].

9 The Mother’s statement in the Mother’s 2015 Letter, that all the Coffeeshop rental belonged to her, and TOL’s omission to query that statement when it was read out to him, supported the inference that they had a common intention that the Mother would hold the full beneficial interest: at [72].

10 TOL’s omission to pursue a share of the Previous Rental both before and after the Rental Splitting Agreement was signed, until after the Mother passed away, further evidenced that the Mother and TOL had a common intention that the Mother would hold the full beneficial interest: at [87]–[88].

11 Sally’s references to “your money” in her voice message to TOL sent on 31 December 2021 (“Sally’s 31 Dec 2021 Voice Message”) could appear to be references to the Previous Rental, thereby suggesting that Sally subjectively believed that TOL was entitled to a share of the Previous Rental. However, at the time, she was trying to persuade TOL to attend a prayer ceremony to commemorate the 100th day since the Mother’s passing; the context was not a considered exchange between Sally and TOL regarding TOL’s entitlement to a share of the Coffeeshop rental. Set against that background, not much weight should be given to Sally’s use of the phrase “your money”: at [92].

12 The Mother relied on the common intention to her detriment because she made all the arrangements for the financing of the acquisition of the Lease, made a cash payment to the purchase price using her own funds, and also paid income tax on the full amount of the Previous Rental: at [96].

13 From 1 August 1998 to 30 June 2018, a common intention constructive trust arose under which the Mother held the full beneficial interest in the Lease and was entitled to the Previous Rental entirely. It followed that TOL was not entitled to any share of the Previous Rental and had no basis to seek an account of the Previous Rental from the Estate or from Sally: at [99]–[100].

14 The Judge’s finding on common intention was not plainly wrong or against the weight of the evidence. The evidence painted a picture of an absence of any common intention between TOL and the Mother for the Mother to hold the entire beneficial interest in the Lease. In fact, the evidence leaned towards the conclusion that the common intention between the Mother and TOL was for the beneficial interest in the Lease to be held in equal shares as tenants-in-common: at [104].

15 The Estate asserted in its counterclaim that TOL held his half share of the Lease on a common intention constructive trust for the Estate. The Estate thus bore the burden of proving that there was a common intention for the Mother to have the entire beneficial interest in the Lease. The Estate failed to discharge its burden of proof: at [114] and [117]–[118].

16 Hiap Hoe was reconstituted as a partnership of the Mother and TOL and not as a sole proprietorship of the Mother. The presumptive position was therefore that both the Mother and TOL had an equal interest in Hiap Hoe after they were registered as Hiap Hoe’s partners on 16 May 1997. The HDB invited Hiap Hoe to apply to purchase the Lease on 17 April 1998. The application to purchase the Lease was made by both the Mother and TOL, who were later registered as tenants-in-common in equal shares in respect of the Lease: at [120]–[124].

17 In the Mother’s 2015 Will, the Mother asserted that she had an “undivided equal half share” in the Lease. Limited weight should be placed on the Mother’s 2015 Letter, as the purpose of the Mother’s 2015 Letter and the circumstances surrounding its preparation were unclear. The Mother’s 2015 Letter and the Mother’s 2019 Will did not assert that there was a common intention as alleged by the Estate: at [129], [131]–[132], [135] and [140]–[141].

18 Sally’s 31 Dec 2021 Voice Message did not support the existence of a common intention as alleged by the Estate. If there was such a common intention, it was inconceivable why the Mother would have informed Sally that a portion of the Coffeeshop rental belonged to TOL and was being held by the Mother on TOL’s behalf: at [149].

19 The Rental Splitting Agreement did not support the existence of a common intention as alleged by the Estate. It was intended to be a forward-looking agreement regarding how the payment of the Coffeeshop rental was to be effected from 1 July 2018. Further, it contained an express acknowledgement that TOL and the Mother were the legal and beneficial owners of the Lease: at [154]–[155].

20 The Judge did not err in concluding that Sally was personally liable to account for TOL’s half share of the Coffeeshop rental for the period from August 2015 to June 2018. Sally would have been aware by 16 July 2015 that TOL owned a half share in the Lease and was entitled to a half share of the Coffeeshop rental: at [105] and [157].