Lecture 11 Completion & Completion Accounts – definitely will appear for exams!!!!!!!

Objectives- Explain what is completion and what is a completion account- Prepare completion accounts & letters- Explain what happens at and after completion- See pages 254 to262 of your manual

1. BEFORE COMPLETION Completion- Common Law Definition: Completion refers to the complete conveyance of the estate and the final

settlement of the business: Killner v France [1946] 2 AER 83; normally signifies cash for the vendor and keys (i.e. possession) for the purchaser

- from the legal standpoint:- For RODA Land: the passing of the legal estate is complete, i.e., when the indenture dealing with the

unregistered land is “signed, sealed and delivered” by the vendor to the purchaser - For LTA land: completion occurs upon the purchaser’s payment of the balance of the purchase price in

exchange for the certificate of title and a duly executed transfer. This is because the legal title has not passed to the purchaser until he has registered and it is the purchaser’s responsibility to have it registered. The legal title does not vest in the purchaser until registration It is the purchaser’s responsibility to effect registration; therefore completion also occurs on the purchaser’s payment of the balance of the purchase price in exchange for the certificate of title and a duly executed transfer

Time and Date of Completion- Usually this has been fixed in the option to purchase, or the S&P Agreement, e.g. a clause stating that

completion will take place ten weeks after exercise of option- Exact time and place of completion is usually fixed one day before actual date of completion- date usually fixed in the option to purchase or sale and purchase agreement by either stating a specific date

or making reference to the happening of an event, for e.g., completion is scheduled on the date expiring twelve (12) weeks from the date of exercise of the option

- exact time and place for completion are usually fixed at least one day before the date of actual completion- Commodities and Services International SA v Clemence Properties (Grays Inn) Ltd [1986] (unreported)

case note in [1986] Conv 306: if a notice to complete expires on a particular date, it expires at the close of normal business hours and

not at midnight on that date normal business hours defined as:

Mondays to Fridays from 9.00 am to 5.30 pm Saturdays from 9.00 am to 1.00 pm

- Wardley Ltd v. Datin Chong Mooi Lan & Anor [1993] 2 SLR 261, CA: Appellant served a notice to complete on the respondent on 8 Dec 1984, the contractual date for

completion, giving the respondent 21 days to complete Respondent failed to complete and appellant forfeited the deposit Court held that the appellant’s right to serve the said notice under clause 29(2) Law Society’s

Conditions of Sale 1981 had not arisen as the date had not passed The notice was therefore premature and ineffective

- Kuala Lumpur Finance Bhd v Yap Poh Khian [1992] 1 MLJ 472: Time is of the essence of the contract and when the vendor allows the time fixed for completion to pass

and the parties continue negotiating, then time is no longer of the essence of the contract

This general rule would not apply to a case where the circumstances show that the extension of time did not waive the new time as being of the essence

Facts: The plaintiffs were the chargees of the defendant`s property (`the property`). Upon the defendant`s default in repayment of the loan, the plaintiff obtained a court order for the sale of the property by public auction. The proclamation of sale specifically stated that there were four private caveats entered against the property and that the property would be sold subject to conditions stated therein. The conditions of sale provided, inter alia, that 10% of the purchase price was to be paid as a deposit at the fall of the auctioneer`s hammer with the balance to be paid within 90 days from the date of sale. Time to pay the balance of the purchase price was made the essence of the contract and in the

event of failure to do so, the deposit would be forfeited.The purchasers of the property (`the interveners`) could not pay the balance of the purchase price within the stipulated time and they applied to the senior assistant registrar for an extension of time. Subsequently, the senior assistant registrar granted two more extensions of time which were not objected to by the plaintiffs. However, the interveners still failed to pay within the extended time. The plaintiffs and the defendant objected to a further extension of time and wrote to the senior assistant registrar to forfeit the deposit. The senior assistant registrar, however, wrote a letter to the first intervener requiring him to pay the balance of the purchase price within two weeks from the date of the letter. The interveners paid the balance of the purchase price to the senior assistant registrar with the condition that the money should not be released to the plaintiffs until the private caveats had been removed and the property could be transferred to the interveners. The defendant applied to the High Court, inter alia, for an order to cancel the senior assistant registrar`s letter and to forfeit the deposit. The interveners applied to oppose the defendant`s application. The interveners firstly argued that the defendant had no locus standi to make the application. It was then argued that although time was originally the essence of the contract, the plaintiffs by allowing the time fixed for payment to pass, had caused time to be no longer the essence of the contract. The interveners finally contended that they were not bound to pay the balance of the purchase price until the private caveats had been removed. The issue also arose as to whether the senior assistant registrar had jurisdiction to allow the time for payment to be extended for a further two weeks.Holdings: Held , allowing the defendant`s application:(1).In a forced sale under s 256 of the National Land Code 1965, the chargee is the vendor because the chargor abdicates his rights as the registered owner of the property in favour of the chargee. However, the chargor may intervene to set aside the sale if the sale has been conducted fraudulently, collusively or improperly to the prejudice of the chargor. The effect of setting aside the sale is to restore the chargor`s right of discharge of the charge. Accordingly the defendant had the locus standi to make this application.(2).The plaintiffs had merely agreed to extend time for the payment of the balance of the purchase price to new fixed dates. There was no evidence to show that the plaintiffs were prepared to waive the condition that time was to be of the essence of the contract. Since the interveners had failed to pay by the final date fixed for payment, the plaintiffs were entitled to request the senior assistant registrar to forfeit the deposit.(3).The conditions of sale did not subject the payment of the balance of the purchase price to the removal of the private caveats. The interveners knew about the caveats before bidding and they took the risk of purchasing the property.(4).A forced sale of land subject to a charge under s 256 of the National Land Code 1965 is conducted by a registrar or licensed auctioneer as agent of the chargee who is the real vendor. Neither the registrar nor the auctioneer has any interest in the sale. The senior assistant registrar had no right to grant an extension of time for payment without the plaintiffs` consent. In this case, the senior assistant registrar`s extension of time for payment was made long after the final fixed date for payment and after the plaintiffs had requested the deposit to be forfeited. The senior assistant registrar`s letter extending time for payment was therefore cancelled.(5).The sale to the interveners was ordered by the court to be terminated and the property to be resold. The deposit was to be forfeited and paid to the plaintiffs in account of the defendant after defraying the expenses of the auction.

- Union Eagle Ltd v Golden Achievement Ltd [1997] A.C. 514; [1997] 2 WLR 31, Privy Council in an appeal from Hong Kong: Re-affirmed the general rule that where time is of the essence of the contract, any delay by the

purchaser in tendering the purchase price will amount to a repudiatory breach of the contract by the purchaser, entitling the vendor to reject the late tender and terminate the contract

Privy Council refused to provide any equitable relief to the purchaser

Place of Completion- Usually at the offices of the vendor’s solicitors, unless the title deeds are held by the mortgagee’s solicitors,

at which the completion will take place at the latter’s offices- when title deeds are held by the vendor’s mortgagee who is separately represented, completion is at offices

of the vendor’s mortgagees’ solicitors- where property is mortgaged to a bank and charged to the Central Provident Fund Board, completion should

take place at the offices of the CPF Board’s solicitors

- see Law Society’s Conveyancing Practice Rulings & Directions 1996

Manner of Completion- attendance could be by party’s solicitors or the solicitor’s conveyancing clerk

Duties of the Purchaser’s and Vendor’s Solicitors BEFORE COMPLETION- Final Searches

final title search at the Singapore Land Authority bankruptcy searches make winding up and judicial management searches to check if winding up proceedings have been

commenced if searches reveal pending bankruptcy or liquidation proceedings, the purchaser will be advised not to

proceed with the transaction as a bankrupt or a corporation in liquidation or under judicial management is legally incapable of transferring title to the purchaser and moneys paid to such a vendor may be irrecoverable on his/its solvency

solicitor for purchaser is liable for negligence Index Book Search

- Duties of Purchaser’s Solicitors To obtain the production of and examine before completion all relevant documents or copies thereof,

e.g.: receipts for property tax quit rent (if applicable) maintenance fees tenancy agreement rent receipt approved discharge documents

purchaser cannot object or refuse to complete

must proceed to complete as scheduled, and if on completion the documents are not in order, he can then refuse to complete and would be entitled to do so: Siti & Anor v Lee Kay Li [1996] 3 SLR 310

Facts

The appellant purchasers agreed to purchase a flat from the respondent vendor. The date of completion was fixed for 14 September 1995, but before completion, a number of matters in dispute arose between the parties: (a) the outstanding maintenance charge payable on the property; (b) the withdrawal of a caveat lodged by a third party; and (c) the production of receipts of the progress payments made by the vendors to the developers. These disputes were not resolved and there was no completion on the stipulated date. On 15 September 1995, solicitors for both parties issued 21 days’ notices under condition 29(2) of the Law Society’s Conditions of Sale 1994. On 18 September, the purchasers issued another 21 days’ notice. On 7 October, upon the expiry of the notice, the vendor terminated the agreement and expressed his intention forfeit the deposit. The purchasers then took out a summons under s 4 of the Conveyancing and Law of Property Act (Cap 61) (CLPA) for various orders relating to the purported termination.

At trial, the judge held that: (a) under Condition 6 of the Law Society’s Conditions, the vendor was obliged to pay the maintenance charges by completion; (b) the purchasers were entitled to object to the irregularity appearing on the copy of the withdrawal of caveat produced by the vendor; (c) the purchasers had no right to demand the production of the receipts; and as such (d) the vendor was not entitled to issue the 21 days’ notice to complete as he had not paid the maintenance charge, nor had he produced a properly signed withdrawal of the caveat. The purchasers appealed, raising the following issues: (a) the scope of the summons taken out under s 4 of the CLPA; (b) whether the vendor’s 21 days’ notice to complete was valid; (c) if it was not, whether the 21 days’ notice to complete given by the purchasers was valid; and (d) whether the agreement was terminated and how it was terminated.

Held, dismissing the appeal:

(1)    On the question of the payment of maintenance charges, the fault lay squarely with the vendor. The purchasers were entitled to insist that the outgoing payable on the property be paid on completion. The vendor failed to do this and was thus in default of this obligation under the agreement and was not entitled to issue the notice to complete. The notice was bad and invalid.

(2)    On the facts, the purchasers were unwilling to complete the sale in accordance with the agreement, and accordingly, their notice to complete of 18 September 1995 was also bad and invalid.

(3)    Both parties were in breach of the agreement. On the one hand, the vendor was in breach when he demanded interest for late completion; on the other hand, the purchasers made several demands which they were not entitled to do. In these circumstances, the question arose as to what contractual principles had the agreement been terminated.

(4)    By his letter of 7 October 1995, the vendor indicated that he was terminating the agreement even though the ground on which he relied was untenable. The purchasers were tuilty of repudiatory breach, which was then continuing and which entitled the vendor to terminate the agreement. He did terminate the agreement, notwithstanding that he did so for a wrong reason. The termination was valid and effective.

to examine and approve title and settle the form of transfer or conveyance, mortgage and/or charge should also confirm with the vendor’s solicitors the items he expects to receive in exchange for the

payment of the balance of the purchase price where undertakings are required, to come to a prior agreement as to the exact wording of such

undertakings to confirm with the vendor’s solicitors the amount the purchaser’s solicitor shall pay over to check whether the vendor is subject to any withholding tax provisions under the Income Tax Act if purchaser’s mortgagees and charges are separately represented, to liaise with their respective

solicitors as to the date, time and place of completion and to ensure that all necessary release of loan and CPF monies are in order, also prudent to confirm with the respective solicitors the items they expect to receive in exchange for the release of loan and CPF monies

to obtain conformation that access to electronically lodge the registrable documents will be given immediately after completion

- Duties of Vendor’s Solicitors To hand over all the deeds and other documents of title to the purchaser’s solicitors on the usual

solicitor’s undertaking To ensure that the transfer/conveyance has been duly executed To produce the most recent receipts, a letter from the developers or their solicitors that no progress

payment or interest is outstanding is adequate, and the purchaser is not entitled to refuse to complete because the original receipts of the progress payments have not been produced: Siti & Anor v Lee Kay Li (case above)

Ensure that keys to be handed over are in his possession Ensure that the discharge documents have been duly signed Ensure that the vendor has paid all outgoings on the property on completion. He cannot require the

purchaser to pay the same and to set-off the amount due from the purchaser price: Siti & Anor (same case above)

- General Duties of Purchaser’s and Vendor’s Solicitors To examine the sale and purchase agreement before the date of completion and ascertain what their

respective clients are required to perform and observe under the agreement and advise their clients accordingly

Extend to each other the necessary co-operation Should seek to resolve any problem or difficulty amicably: see Siti & Anor

- Note the case of Siti & Anor v Lee Kay Li (1996) 3 SLR 310. It is mentioned frequently in the manual and is attached at the end of the notes because it is good reading in case a similar hypo comes out for the exam

Lodging of Instruments- p258 of Manual

- Usually though, since all the documents are handed to the purchaser, it is the purchaser’s responsibility to lodge them

- But before we even talk about completion, we must first look at completion accounts … o see pages 263 to 270 of your manualo who prepares the completion accounts? – purchaser sol prepare transfer and vendor sol

prepares the accounts because they are the ones who own the property and they know the expenses and outgoings etc so they shld know hwo to apportion the expenses

2. DRAWING UP COMPLETION ACCOUNTS

1. Completion account- Completion account is the account that is rendered by the vendor’s solicitors to the purchaser’s solicitors to

inform the purchaser the amount payable upon completion: Frans Furniture Pte Ltd v Good Property Land Development Pte Ltd [1991] 3 MLJ 456, cited with approval in See Hup Seng [1995] 3 SLR 676, which also held that a request for a completion account at a certain date is not an offer to complete on that date, and therefore a compliance with that request does not constitute and agreement to complete on the date - a request for a completion account as at a certain date is not an offer to complete on that date such that a

compliance with that request constitutes an agreement to complete on that date- takes into account the following matters:

a) balance of the purchase money due;b) apportioned outgoings and income (if any)c) retention monies, e.g., money retained by the vendor’s solicitors for payment of retrospective

additional property tax which is imposed on the property- Upon completion, the vendor’s solicitors will issue an account (the completion account) to the buyer’s

solicitors to tell him what is to be paid upon completion. See p260-272 for the details of what is to be stated in the account.

- It can also refer to the various other accounts rendered as between vendor and his solicitors, purchaser and his solicitors, etc.

- N.B. For exam purposes, there will be a completion account question. Different kinds of completion accounts will have different items in it. For e.g. purchaser’s account will include stamp duty. (Personally it’s a matter of common sense and knowledge of conveyancing as to what to include in which account)\

2. Failure to Render a Completion Account- no hard and fast rule- but should be done as soon as possible; that is at least 2 weeks before the date fixed for completion- vendor’s solicitor should notify purchaser’s solicitor on mode and manner of payment required at least

1 week before completion date, so that will have sufficient time to arrange for drawing of the loan/release of CPF monies and draw the same in the manner as requested by the vendor’s solicitors

3. Payment of the Purchase Price- Law Society recommends completion with cashier’s orders (Law Society’s Conveyancing Practice Rulings

& Directions, section 3, para 6)- Edward Wong Finance Co Ltd v Johnson Stokes & Master [1984] 2 WLR 1 P.C.:

Privy Council held that the purchaser’s solicitors were negligent in making payment of the purchase price in favour of the vendor’s solicitors instead of to the vendors directly

The solicitors had absconded with the money

4. Completion Accounts- 3 types:

a) vendor’s solicitor’s completion account to the purchaser’s solicitorb) purchaser’s solicitor’s completion account to his clientc) vendor’s solicitor’s completion account to his client

5. Drafting Completion Accounts – Important items to note in the completion account

- Deposit Sale Agreement or Option requires the vendor’s solicitor to hold the deposit as stakeholder pending

completion the deposit would not be released to the vendor before completion on completion, the said deposit has to be released to the vendor this should be reflected in the completion account to the vendor

o Appears as “less deposit” in the completion accountso Consists of 1% option fee and remainder of 9% (because 10% of purchase price) upon

exercising optiono In practice, 9% is held by the vendor’s solicitors (because upon exercising the option you pay

the 9% to the vendor’s solicitors) o Hence this 9% is called the stakeholder’s deposit and it must be added only in the account

rendered by the vendor’s solicitors to the vendor o So in the vendor’s account rendered to him by his lawyers, after all the items, right at the end,

there will be a little item called “Add 9% stakeholder’s deposit”. This will not be part of the completion account rendered to the purchaser by the vendor’s solicitors.

- Estate Agent’s Commission deduction for the estate agent’s brokerage should only be made by the vendor’s solicitor if the Vendor

has authorized him to do so

- Redemption of CPF Charge/Mortgage all sums payable for redemption of mortgage or discharge of CPF charge must first be approved by the

vendor before the solicitor makes the deductions and payment on completion always obtain the vendor’s instructions in writing if he requests payment of any part of the sale

proceeds to persons other than himself, except payments for redemption of mortgage and discharge of CPF charge

- Solicitor’s Costs Legal Profession (Solicitors’ Remuneration) Order has been revoked by the Legal Profession

(Solicitors’ Remuneration) Order 2003 on 1 February 2003

the costs for conveyancing transactions are now negotiable and costs can be agreed between the solicitor and the client having regard to the provisions in the Legal Profession (Solicitors’ Remuneration) Order 2003 (see in particular para 2 and 3)

Non-contentious business2. The remuneration of a solicitor in respect of business other than contentious business shall be such sum as is fair and reasonable having regard to all the circumstances of the case, and in particular the following circumstances:(a) the importance of the matter to the client;(b) the skill, labour, specialised knowledge and responsibility involved on the part of the solicitor;(c) the complexity of the matter and the difficulty or novelty of the question raised;(d) where money or property is involved, the amount or value thereof;(e) the time expended by the solicitor;(f) the number and importance of the documents prepared or perused, without regard to length; and

(g) the place where, and the circumstances under which, the services or business or any part thereof are rendered or transacted. Additional remuneration for special exertion3. In respect of any business which is required to be, and is, by special exertion, carried through in an exceptionally short space of time, a solicitor may charge additional remuneration for the special exertion according to the circumstances.

Law Society has issued a set of fee guidelines for retail conveyancing transactions Before a solicitor can deduct monies from a client’s account in satisfaction of his costs, he must:

a) Have delivered to the client a bill of costs or other form of written intimation of the amount of costs incurred, AND

b) Have notified the client that such an amount will be so deducted in satisfaction of his costs; AND

c) Have allowed a lapse of two (2) working days after giving the notification referred to above before transferring such amount for costs out of the client’s account

Also take note of Rules 7(a)(iv) and 8 Legal Profession (Solicitors’ Accounts) Rules

Moneys which may be drawn from client account7. --(1) There may be drawn from a client account -- (a) in the case of client’s money -- (i) money properly required for a payment to or on behalf of the client; (ii) money properly required in full or partial reimbursement of money expended by the solicitor on behalf of the client; (iii) money drawn on the client"s authority; (iv) money properly required for or towards payment of the solicitor’s costs where a bill of costs or other written intimation of the amount of the costs incurred has been delivered to the client and the client has been notified that money held for him will be applied towards or in satisfaction of such costs; and (v) money to be transferred to another client account; (b) in the case of trust money -- (i) money properly required for a payment in the execution of the particular trust; and (ii) money to be transferred to a separate bank account kept solely for the money of the particular trust; (c) such money, not being money to which sub-paragraph (a) or (b) applies, as may have been paid into the account under rule 4 (b) or 5 (b); and (d) money which for any reason may have been paid into the account in contravention of rule 6. (2) In the case of client’s money and trust money referred to in paragraph (1) (a) and (b), the money so drawn shall not exceed the total of the money held for the time being in the client account on account of the client or trust. Money from client account -- how drawn8. --(1) Except as provided under rule 7, no money shall be drawn from a client account unless the Council upon an application made to it by the solicitor specifically authorises in writing such withdrawal. (2) No money shall be drawn from a client account under rule 7 (1) (a) (ii) or (iv), (c) or (d) except by -- (a) a cheque drawn in favour of the solicitor; or (b) a transfer to a bank account in the name of the solicitor not being a client account. (3) No money shall be drawn from a client account under rule 7 (1) (c) or (d) by a cash cheque.

- Furniture and Fittings sum will not be reflected in the consideration set out in the conveyance stamp duty payable on the conveyance will be calculated on the basis of the consideration sum stated in

the conveyance only

however, since duty is payable on the value of the property and not on the consideration stated in the conveyance, if the solicitor knows that the consideration is understated, he has a duty to advise his clients to obtain adjudication under s. 37 Stamp Duties Act

Mode of adjudication as to proper stamp duty37. —(1) Where any instrument, whether executed or not and whether previously stamped or not, is brought to the Commissioner and the person bringing it applies to the Commissioner as to whether the instrument is chargeable with any duty and, if so, the amount of duty chargeable, the Commissioner shall adjudicate and assess the duty with which, in his judgment, the instrument is chargeable. [33/99; 38/2002](1A) Where the person seeks the opinion of the Commissioner under subsection (1) as to the amount of duty chargeable, he shall in making the application for adjudication set forth the value upon which in his opinion duty is chargeable. [38/75](1B) The person seeking the opinion of the Commissioner under subsection (1) as to the amount of duty chargeable shall pay the relevant adjudication fee prescribed in the Fourth Schedule at such

time as the Commissioner may determine, and such fee shall remain payable notwithstanding that he subsequently withdraws his application for adjudication. [38/2002](2) For the purpose of the adjudication under subsection (1), the Commissioner may require any of the following:

(a) an abstract of the instrument;(b) an affidavit setting out all the facts and circumstances affecting the liability of the instrument to duty or the amount of such duty;(c) any other evidence which he considers necessary for the adjudication or determination of duty. (2A) The Commissioner may refuse to proceed upon any application under subsection (1) until such abstract and evidence have been furnished accordingly. (3) Notwithstanding any other provisions of this section, the Commissioner may himself require in the case of a conveyance, lease, assignment or transfer of immovable property a certificate of the value of such property from the Chief Valuer. [33/99](4) The request for a certificate from the Chief Valuer shall be made to him directly by the Commissioner but the Commissioner shall be entitled (in addition to the fee payable under subsection (1)) to charge the person seeking the adjudication of such property or regarding whose property the Commissioner requires a certificate, a fee as specified in the Fifth Schedule. [33/99](5) No evidence furnished under this section shall be used against any person in any civil proceedings, except in an inquiry as to the duty with which the instrument to which it relates is chargeable.

- Outgoingsa) Maintenance Fees:

Payable for strata lots such as units in condominiums, cluster housing and apartments

Management corporation empowered under s. 43(1) Building Maintenance and Strata Management Act 2004 (BMSMA) to lodge a charge on any lot if the maintenance fees and costs for work done are not paid by the proprietor of the lot

Recovery of contribution from sale of lot43. —(1)   Where —(a) an amount is recoverable by the management corporation from the subsidiary proprietor of a lot under section 30; or(b) any contribution is levied under section 40 or 41, and such amount or contribution remains unpaid on the expiry of a period of 30 days after the management corporation has served a written demand for the amount or contribution, that amount or contribution, including any interest thereon (if any), shall constitute a charge on the lot in favour of the management corporation upon lodgment of an instrument of charge by the management corporation with and the registration thereof by the Registrar of Titles.

Management corporation has power of sale as if it is a registered mortgagee

Solicitor must obtain the Management Corporation’s certificate under s. 47(1)(c) BMSMA

Supply of information, etc., by management corporations47. —(1)   A management corporation shall, upon application made to it in writing in respect of a lot the subject of the subdivided building concerned by a subsidiary management corporation, or by a subsidiary proprietor or mortgagee or prospective purchaser or mortgagee of that lot or by a person authorised in writing by such a subsidiary proprietor or mortgagee and on payment of the prescribed fee, do any one or more of the following things as are required of it in the application:(a) inform the applicant of the name and address of the chairperson, secretary and treasurer of the management corporation and of any person who has been appointed under section 66 as managing agent;(b) make available for inspection by the applicant or his agent —(i) the strata roll;

(ii) the notices and orders referred to in section 29 (1) (g);(iii) the plans, specifications, certificates, diagrams and other documents delivered under section 26 (4);

(iv) the minutes of general meetings of the management corporation and of the council;(v) the books of account of the management corporation;(vi) a copy of the statement of accounts of the management corporation last prepared by the management corporation in accordance with section 38 (10); and(vii) any other record or document in the custody or under the control of the management corporation, at such time and place as may be agreed upon by the applicant or his agent and the management corporation and, failing agreement, at the subdivided building at a time and on a date fixed by the management corporation under subsection (2);(c) certify, as at the date of the certificate, in respect of the lot in respect of which the application is made —(i) the amount of any regular periodic contributions determined by the management corporation under section 39 (1) and (2) and the periods in respect of which those contributions are payable;(ii) whether there is any amount unpaid of any contribution determined under section 39 (1) and (2) and, if so, the amount thereof and the date on which any such contribution was levied;(iii) whether there is any amount unpaid of any contribution levied under section 40 or 41 and, if so, the amount thereof and the date on which it was levied;(iv) whether there is any amount recoverable from the subsidiary proprietor of that lot under section 30 and, if so, the amount thereof;(v) any interest payable under section 40 (6) (b) in respect of any unpaid contribution referred to in that subsection; and(vi) whether the management corporation has received a copy of any application or order of any Board made under section 84A of the Land Titles (Strata) Act (Cap. 158).

In relation to HUDC flats, s. 17(1)(c) HUDC Housing Estate Act (Cap. 131), the owner of a HUDC flat may request from the body corporate a certificate evidencing the amount of the contributions payable by him and whether there is any amount outstanding

Supply of information and certificates by body corporate.17. —(1) A body corporate shall, upon application made to it in writing in respect of a flat in the housing estate concerned by the owner or mortgagee of that flat or by a person authorised in writing by the owner or mortgagee and on payment of the prescribed fee, do one or more of the following things which are required of it in the application:(c) certify, as at the date of the certificate, in respect of the flat in respect of which the application is made —(i) the amount of any regular periodic contributions determined by the body corporate under section 13 (1) (l) and (m) and the periods in respect of which those contributions are payable;(ii) whether there is any amount unpaid of any contribution determined under section 13 (1) (l) and (m) and, if so, the amount thereof and the date on which any such contribution was levied;(iii) whether there is any amount unpaid of any contribution levied under section 8 and, if so, the amount thereof and the date on which it was levied;(iv) whether there is any amount recoverable from the owner of that flat under section 11 and, if so, the amount thereof; and(v) any interest payable under section 8 (6) in respect of any unpaid contribution referred to in that subsection.

b) Contributions

refer to expenses for major repair and renovation works necessary pursuant to s. 39(2) BMSMA

Management corporation to determine contributions by subsidiary proprietors39. —(2)   The management corporation shall, also from time to time at a general meeting, determine the amounts which are reasonable and necessary to be raised by contributions for the purpose of meeting its actual or expected liabilities incurred or to be incurred in respect of —(a) painting or treating of any part of the common property which is a structure or other improvement for the preservation and appearance of the common property;

(b) major repairs and improvements to, and maintenance of, the common property and boundary wall;(c) the renewal or replacement pursuant to section 29 of parts of the parcel being the common property, fixtures, fittings and other property (including movable property) held by or on behalf of the management corporation;(d) the acquisition of movable property; and(e) such other liabilities expected to be incurred at a future time where the management corporation determines in a general meeting that the whole or part thereof should be met from its sinking fund.

are expenditures of a capital nature Lim Kay Lip v Lee Chee Peng [1994] 2 SLR 716, held:

“outgoing” in condition 6 of the Singapore Law Society’s Conditions of Sale 1981 does not include these contributions of a capital nature. Accordingly, if the contributions are payable in instalments and some of these fall due after completion, the liability to pay these instalments falls upon the purchaser”

Facts

On 18 February 1993, the defendant vendors gave the plaintiff purchasers an option purchase their apartment (‘the property’) at $960,000. The purchasers exercised the option on 10 March 1993 and the agreement for the sale and purchase was subject to the Singapore Law Society’s Conditions of Sale 1981. The purchase was completed on 19 May 1993. Prior to this, on 19 February 1993, the management corporation (MC) – the third party in this action – of the condominium where the property was situated, held an annual general meeting. At this meeting, a resolution was passed to levy $20,264 on each share unit. This sum went towards repair and renovation and lift upgrading works and $1,250 for retiling works. It had also been resolved that 10% of these sums be paid on 1 April 1993 and the balance by 12 monthly instalments from 1 July 1993 to 1 June 1994. On 23 March 1993, the MC issued a certificate under s 54(1)(c) of the Land Titles (Strata) Act (‘the Act’) certifying that a sum of $20,264 was payable on 1 April 1993. On or about 1 April 1993, the MC sent three billing and statements to the vendors, which included the said 10%. The vendors duly settled this invoice. On 22 April 1993, the MC issued a further s 54(1)(c) certificate which stated that the sums of $20,264 and $1,250 were unpaid contributions which were levied. On 4 May 1993, billing and statements for another $2,026.40 and $125 respectively were issued. On 17 May 1993, the MC issued yet another certificate under s 54(1)(c) stating that the sums of $18,237.60 and $125 were levied on 26 February 1993 and were unpaid.

The purchasers commenced this action to compel the vendors to pay the outstanding sum on the ground that the unpaid contributions were ‘outgoings’ under condition 6 of The Singapore Law Society’s Conditions of Sale 1981. The relevant portion of condition 6 stipulated that ‘the outgoings will be discharged by the vendor down to but excluding the date fixed for completion, as from which day all outgoings shall be discharged by and the rents and profits or possession shall belong to the purchaser, (such outgoings, rents and profits, if necessary, being apportioned) … .’ The vendors argued that the only sum due and payable at the date of the completion were the sums they already paid, and that the other certificates were invalid, and, accordingly, joined the MC as a third party in the proceedings. The main issues before the court were: (a) when contributions under the Act were due; (b) by whom such contributions were payable; and (c) what the liability of a purchaser of a strata lot was in relation to contributions for works due after the completion date, ie when he became the subsidiary proprietor.

Held, dismissing the plaintiffs’ claim and declaring the MC’s certificates invalid:

(1)    A plain reading of the two provisions s 34(5) of the 1970 edition of the Act and the present s 42(9) showed that liability for any contribution determined was due and

payable only in accordance with the decision of the MC, and not immediately on the passing of the resolution. If part of a contribution was resolved to be payable on a future date, no liability to pay arose on the passing of the relevant resolution. This interpretation was fortified by the proviso to s 42(7) of the Act. What was not due and payable on the date of a subsidiary proprietor ceasing to be one could not be ‘unpaid’, a word which connoted failure or default to discharge an existing legal liability.

(2)    When an application for a certificate under s 54(1)(c) of the Act was made, the MC should certify the amount of both the recurrent expenditure in the maintenance of the subdivided building under s 48(1)(m) of the Act and which were paid into the management fund, and the less recurrent and major contributions determined by the management corporation in a general meeting under s 48(1)(n) of the Act and paid into the sinking fund. The certificate should also state the periods in respect of which these contributions were payable and whether there was any amount unpaid in any of these two groups of contributions, and, if so, the amount thereof and the date on which any of such contribution was levied.

(3)       While the term ‘outgoings’ had a very wide import, it did not include payments of a capital nature and generally included payments of a recurrent nature. This characterization of the word ‘outgoing’ had to be borne in mind in construing the relevant provisions in the context of the whole Act.

- Property Tax- Changes in property tax

There may be situations where the authorities indicate that they want to increase property tax and this affects the purchase

The purchaser may want to provide that he holds on to a certain sum in case has to pay for property tax, until the authority’s provision of tax is announced

Usually though, the purchaser and vendor will have decided between themselves who will pay. Property tax is generally deducted from the 4th to the 6th of each month by GIRO. Hence it depends on when the vendor will terminate his GIRO payments.

If the completion date takes place in the latter part of the month, it is likely that vendor will pay the property tax for the month and the purchaser will refund him in the completion account

If completion date takes place in the early part of the month, then likely that the vendor will terminate GIRO the previous month so that vendor will have to refund purchaser ultimately

In practice, the important thing is not so much whether it is the vendor’s duty or the purchaser’s duty to pay, but that they get refunded in the end. It depends on the agreement between the vendor and purchaser. Note however that the principle is that it should actually be the vendor who is responsible for the property tax up to and including the date of completion.

Whoever is doing the refunding must get evidence of payment of property tax by the other party

N.B. Property tax is 4% of annual value if owner-occupied and 10% if rented out (usual is 10%, according to s6 of Property Tax Act but new concessionary rates so owner-occupied property pays only 4%. If your property is vacant you still have to pay tax on it but you get a refund from IRAS)

property tax is an annual tax levied on ownership of properties in Singapore and assessed on the value of the property under the Property Tax Act

s. 6(3) Property Tax Act, tax is made a first charge on the property concerned if it is not paid

Charge of property tax6. —(3) The Comptroller may, in his discretion, extend the period for payment referred to in subsection (2) within which payment of the tax is to be made.

s. 39(1) empowers the Comptroller to issue a warrant of attachment and even to sell by public auction the property concerned in order to recover the arrears and costs of sale

Proceedings for recovery of arrears39. —(1) For the recovery of arrears, the Comptroller shall have and may exercise, either successively or concurrently, in addition to any other remedies conferred by this Act, either or both of the following powers:(a) the Comptroller may issue a warrant of attachment and may seize by virtue thereof any movable property and crops of any person liable to pay the arrears and may also seize any movable property or any crops to whomsoever belonging which are found on the premises in respect of which the arrears are due and may, after service of the prescribed notice, sell the property by public auction or in such manner as may be prescribed;

(b) the Comptroller may, by notice of sale to be served or published in the prescribed manner, declare his intention of selling, at the expiration of 3 months from the date of the notice of sale, the premises in respect of which the arrears are due and, if, at the expiration of that period, the arrears have not been paid or satisfied, the Comptroller may sell by public auction, in lots or otherwise, the whole of such premises or such portion thereof or such interest therein as he considers sufficient for the recovery of the arrears and costs.

imperative to obtain confirmation before completion of a purchase that the current annual value needs no amendment and there is no additional tax payable

condition 7 of Singapore Law Society’s Conditions of Sale 1999 preserves the purchaser’s right to recover tax from the vendor retrospectively, in so far as it relates to the period prior to completion

Chuan Yee Realty Pte Ltd v Malayan Banking Berhad [1992] 1 MSTC 169: vendor tried to contract out of Condition 7 by inserting a clause in the sale and purchase agreement

which provided that all notices from local authorities served on or after completion were to be complied with by the purchaser, even if they related to the period before completion

the court found that the vendor’s solicitors had failed to draft clause 20 to specifically override condition 7

this failure rendered the application of clause 20 uncertain court construed the expression “notices” in clause 20 to exclude the kind of notices that were

specifically dealt with in condition 7 applying the contra proferentum rule, there was no conflict between condition 7 and clause 20 the vendors were therefore liable to indemnify the applicants for the additional property tax

- Quit or Ground Rent check for the amount of quit rent payable and whether it has been paid before completing the purchase and mortgage of properties issued with

titles under the State Lands Act Singapore Land Authority would not accept any document for registration if quit rent is outstanding Minister for Law has waived the payment of ground rent in respect of State land alienated Waiver will not apply to cases in which annual rent is payable in lieu of upfront premium for State land

alienated

- Sale Subject to a Tenancy check whether the property is being rented out by the vendor must ascertain when the tenancy will end sold subject to tenancy purchaser’s solicitor should ensure that he obtains a copy of the tenancy agreement and the vendor’s

solicitor’s completion account to the purchaser’s solicitor should provide for the transfer of the rental deposit from the vendor to the purchaser

the rent is also to be apportioned between the vendor and the purchaser Tenancy

o If the tenant has paid for a certain period already, the vendor may have to take this into account, on pro rata basis, to the credit of the purchaser

o Whether the security deposit is to be transferred depends on the agreement between the landlord and tenant (if it appears in the question, means that security deposit is to be

transferred, so must be deducted from the purchaser’s completion account given by the vendor’s solicitors)

- Delay in Completion death of a party to a contract does not affect the enforceability of the contract under Condition 8 of the Law Society’s Conditions of Sale 1999, any delay in completion attributable

to the “default” of either party to the contract of sale would attract the liability to pay interest by that party

Housing Developers Rules (Rule 1), Housing Developers (Control and Liscensing) Act, delay per se would attract liability for interest or liquidated damages, whichever is applicable

Forms D and E of the Housing Developers Rules make no reference to the word “default”

any delay in payment by the purchaser or delay in delivering possession or completion by the vendor, would in itself attract liability: Lau Lay Hong & Anor v Hexapillar Pte Ltd [1993] 3 SLR 198

Facts

The plaintiffs were administratrix and co-administrator of the estate of one Yeap. On 4 February 1983, Yeap contracted to buy from the defendant Hexapillar, an apartment which was then being built. The contract was in the form prescribed under the Housing Developers Rules 1976 and incorporated the Singapore Law Society’s Conditions of Sale 1981 (‘the SLSCS’). Under cl 14 of the contract, legal completion was required 14 days after the receipt of a notice to complete, while under cl 3(2)(b) of the contract, the purchaser was required to pay the balance of 20% of the purchase price upon completion. Clause 5 of the contract provided for the payment of interest in the event of a delay in payment of any instalment of the purchase price. Under condition 8 of the SLSCS, however, no interest or damages was payable if the delay in completion was attributable to some cause other than the purchaser’s default. Notice to complete was given on 5 May 1986 but Yeap died in Penang on 23 October 1985. Hexapillar’s solicitors were accordingly informed on 7 May 1986 that letters of administration were being applied for and were issued by the High Court in Penang on 14 November 1988, and resealed in Singapore on 16 June 1990. Meanwhile, on receipt of the duplicate certificate of title which accompanied the notice to complete, the plaintiffs’ solicitors discovered that there was a shortfall in the area of the apartment by some 76 sq ft or 2.83%. The plaintiffs’ solicitors informed Hexapillar’s solicitors and claimed compensation of $24,294.75. Hexapillar refused to grant an abatement on the purchase price and the matter was left in abeyance pending the resealing of the letters of administration.

On 21 December 1990, Hexapillar’s solicitors served on the plaintiff a further notice to complete within 14 days and claimed interest for late payment of the balance of 20% of the purchase price due under cl 3(2)(b) of the contract. The plaintiffs, relying on cl 8 of the SLSCS, argued that they were not liable to pay any interest on the ground that the delay was caused by Yeap’s death and was not due to any default on their part. The plaintiffs also argued that by reason of Hexapillar’s refusal to grant an abatement in the purchase price, they were in default, and was not entitled to give notice to complete. The plaintiffs also claimed compensation for the shortfall in area. Notwithstanding all this, the plaintiffs completed the contract on 2 January 1991 on a without prejudice basis, and on 21 January 1991 commenced the present proceedings for a declaration that they were: (a) not liable to pay interest for the delay in completion amounting to $66,788.33; (b) entitled to a refund of the $66,788.33 paid with interest; and (c) were entitled to compensation for the shortfall in the area of the apartment. Hexapillar argued that the shortfall was not substantial and relied on condition 11 of SLSCS which provided that where any misdescription was not substantial or considerably affecting the value of the property, no compensation shall be allowed. Hexapillar also argued that cl 20 of the 1985 Housing Developers Rules which provided explicitly for the payment of compensation where the difference in area between the government resurvey area and the contractual area was more than 3%, as indicative that a shortfall of anything less than 3% was not compensable.

Held, allowing the plaintiffs’ application in part:

(1)    Except in the case of contracts based on personal considerations, the death of a party to a contract did not affect its enforceability. As such, it followed that any delay in the payment of any

instalment due under the contract, including the final instalment payable on completion, would attract the liability to pay interest and other consequences.

(2)    A difference of opinion on the question of abatement did not prevent the giving of an effective notice to complete. The purchaser could, however, refer the matter of entitlement to abatement to the court for determination.

(3)    Interest was properly chargeable for the delay in the payment of the last 20% of the purchase price due on completion. As the notice to complete was served on 5 May 1986 and payment should have been made within 14 days thereafter, interest was properly charged from 20 May 1986 to 2 January 1990, the date of actual completion.

(4)    The shortfall was not so substantial as to enable a purchaser to rescind the contract but it was substantial enough to be a subject of compensation. It was not caught by condition 11 of the SLSCS. On a straight-line apportionment basis, the sum of $24,294.85 with interest from 2 January 1990 was awarded to the plaintiffs.

also see Law Society’s Conveyancing Practice Rulings & Directions 1996

- Goods and Services Tax Act (Cap. 117A) (‘GST Act’)a) What is GST?

a tax on: the supply of goods and services made in Singapore by a taxable person in the course or

furtherance of any business carried on by him

s. 7 & 8 of GST ActGoods and services tax7. A tax to be known as Goods and Services Tax shall be charged in accordance with the provisions of this Act on the supply of goods and services in Singapore (including anything treated as such a supply) and on the importation of goods into Singapore. [UK VAT Act 1983, s. 1] Scope of tax8. —(1) Tax shall be charged on any supply of goods or services made in Singapore where it is a taxable supply made by a taxable person in the course or furtherance of any business carried on by him. (2) A person is a taxable person for the purposes of this Act while he is or is required to be registered under this Act. [25/96](2A) A taxable supply is a supply of goods or services made in Singapore other than an exempt supply. [25/96](3) Tax on any supply of goods or services is a liability of the person making the supply and (subject to provisions on accounting and payment) becomes due at the time of supply. (4) Tax on the importation of goods shall be charged, levied and payable as if it were customs duty or excise duty and as if all goods imported into Singapore are dutiable and liable to customs duty or excise duty. [UK VAT Act 1983, s. 2]

b) GST on Sale of Land

grant, assignment or surrender of any interest in or right over land is treated as a supply of goods: Second Schedule, para 4 of GST Act

Interest in land4. The grant, assignment or surrender of any interest in or right over land or of any licence to occupy land is a supply of goods.

following types of property are exempt: vacant land zoned “Residential” or “Rural Centre and Settlement” in the Master Plan under

the Planning Act; vacant land used or to be used for residential condominium housing development

any land or part of it with any building, flat or tenement approved exclusively for residential use under the Planning Act

in short, the sale or lease of residential properties are exempt and no GST will be charged transactions involving all other types of properties will be taxable at the GST rate of the value of

the property in the sale of mixed commercial and residential development, GST is charged only on the value of

the non-residential portionc) Who Can Charge GST?

only taxable persons can charge GST on transactions involving non-residential properties taxable person meaning one who is registered with the Comptroller of GST (‘Comptroller’) person with annual turnover exceeding S$1 million is required to register with the Comptroller if a private individual who is not registered with the Comptroller, makes a one-off property sale

exceeding S$1 million, he is not a taxable person GST is charged on many incidental services, e.g. legal fees, estate agents’ commission, architect

fees etc GST is not, however, charged on the stamp duty imposed in relation to the conveyance of the

property when you are acting for the vendor who is GST registered, and your contract for sale provides that

the GST is payable by the purchaser, then ensure that your completion account provides for payment of the GST by the purchaser

d) Purchase Price Inclusive of GST where not Expressly Provided For

s. 17(2) GST Act, the addition of the GST chargeable is equal to the consideration

Value of supply of goods or services17. —(2) If the supply is for a consideration in money, its value shall be taken to be such amount as, with the addition of the tax chargeable, is equal to the consideration.

if the sale and purchase agreement does not state whether the purchase price is inclusive or exclusive of GST, then the price stated in the agreement is deemed to include the element of GST

if the purchase price does not include GST and to ensure that a vendor is not short-changed of GST, a separate clause providing for GST should be included

s. 8(3) GST Act provides that GST is a liability of the person making the supply

Scope of tax8. —(3) Tax on any supply of goods or services is a liability of the person making the supply and (subject to provisions on accounting and payment) becomes due at the time of supply.

the vendor would be liable to the Comptroller for the GST regardless of whether or not he collects the GST from the purchaser

to ensure that vendor does not account to the Comptroller for the GST out of his own pocket, the sale and purchase agreement must expressly provide that any GST chargeable on the land to be sold is to be borne by the purchaser

e) The Singapore Law Society’s Conditions of Sale 1999 GST payable in respect of the Sale price of a property shall be borne by the purchaser

Client’s consent as to items appearing in the completion account For solicitors’ costs - Appears as “less deposit” in the completion accounts. In the account to your

client, you will have to deduct it, but before rendering the completion account to your client, send him your bill beforehand and ask for him to approve deduction, adding that if you do not hear from him within a certain period, you will deduct accordingly.

Estate/Housing agent’s commission - The usual practice is that there will be a provision in the option for commission to be paid by the solicitors, and the solicitors will pay the estate agent, then deduct this item accordingly from the client’s completion account.

COMPLETION ACCOUNTS

Completion accounts rendered by vendors’ solicitors to purchasers’ solicitors(Main completion account – what the purchasers are required to pay upon completion)

Sale Price $

Less: 10% deposit (may vary) already paid at time of contract $

Add: (i) Your clients’ share of maintenance fee for the period from _____ to _____ at $ ___ per month (inclusive of 3% GST)

(ii) Your clients’ share of property tax for the period from _____ to _____ at $ ___ per month

(Add apportionments if paid, or subtract if outstanding.If the property is sold subject to tenancy, the seller is entitled to rent up to the date of completion. The rental deposit has to be handed over to the Purchaser, i.e. deducted from the purchase price.)

Add:Sale price of furniture and fittings (if applicable)

Add refund to vendor of:- quit rent

Add:Interest for late completion

$

$

Deduct:Transfer to purchaser of rental depositRefund to purchaser of rent

Balance payable by Purchasers on completion $

Disbursements mode:The sum of $ ____ shall be payable by the Purchasers on completion in the following manner:

Completion accounts rendered by the vendors’ solicitors to vendors

Sale Price $

Less: 10% deposit (may vary) already paid at time of contract Redemption sum payable to the mortgagee

Redemption sum payable to the CPF Board

CPF’s solicitors’ bill as per attached Solicitors’ costs as per our bills

Agent’s commission (if instructed to take the commission out of the purchase price)

$

$

$

$

$

$

Add: the purchasers’ share of maintenance fee for the period from _____ to _____ at $ ___ per month (inclusive of 3% GST)

The purchasers’ share of property tax for the period from _____ to _____ at $ ___ per month

$

$

(Add apportionments if paid, or subtract if outstanding.)

Add: 9% of the stakeholder monies held by us together with interest earned (may vary)

$

Add:Interest paid by purchaser for late completionBalance deposit held by vendor’s solicitor as stakeholder

Balance sale proceeds due to you upon completion $

Completion accounts rendered by purchasers’ solicitors to purchasers(property under construction – i.e. sub-sale such that the vendor had not fully paid up the purchase price have to deduct the amount not yet paid to the developer, as the purchasers are stepping into the shoes of the vendor to pay the remaining amount due)

Purchase Price $

Less: 10% deposit paid (may vary) already paid at time of contract $

Less: Balance amount to be payable to Developer in future (20% of original purchase price)(to be earmarked from ______ Bank Loan)

$

Add: your share of property tax for the period from _____ to _____ at $ ___ per month

Less: vendors’ share of maintenance fees for the period from _____ to _____ at $ ___ per month

(Add apportionments if paid, or subtract if outstanding.)

Add:Purchase price of furniture and fittings

$

$

Total sum payable to the vendors on completion $

Less: Drawdown of CPF Funds Release by CPF Board towards:

- purchase price- payment of stamp duties & legal expenses

Drawdown of housing loan

$$

Add: Payment ofa. our bills Nos. 011137 and 011138b. CPF Board’s solicitors’ billc. balance payment of the Mortgagee’s solicitors’ bill

$$$

Balance sum payable by you on completion $

Question 1- Using Sample A in page 271 of your manual, prepare a completion account from V to P given these facts:

o Property is an apartment, subject to tenancy. (=> note maintenance fees and rental and rental deposit!!!)

o Sale price: $870,000

o Deposit paid by P: 10%o Completion date: 15th September 2006o Annual value: $18,000 – tax rate is 10 percent if rented out ( divided by 12 mths) – then can

calc property taxo Property tax: Paid monthly by GIRO (giro deduction takes place within 1st 10 days of very

mth – on 15th => sept instalmetn wld have been paid) => whether purchaser to reimburse or vendor to reimburse purchaser

o Maintenance fees: $3,000 quarterly. Paid till 30th September 2006 (when purchaser’s liab starts? Know low soc conds of sale – starts the day after completion; if 15 sept, purchaser liab starts on 16). (note days in the mth! Leap yr etc! apportionment accordingly)

o Rental deposit: $5,000o Monthly Rent: $2,500 paid till 30/9/06 – rent normally paid in advance on 1st of the mth – so

vendor wld hav collected the rent by the 1st septemvber => must refund from 16th to 30th september to purchaser

Answer

Sale price 870,000Less ten percent deposit 87000Balnce 783000

Add 1. property tax from 16th to 30th sept (15 days) at 150 per mth [18000/12 x 10/100 ] 2 = 752. purchaser’s share of maintenance charges from 16th to 30th sept (15 days) at 1000 per mth = 500=575

Deduct Rental deppsit 5000Rent tt vendor to reimburse purchaser 2500/2 = 1250=6250

Amt payable by purchaser on completion = 777,325.00

(purchaser’s sol will add on accordingly eg stamp fees and legal fees)

Question 2- Using Sample C in page 274 of your manual, prepare a completion account from V’s sols to V given these

additional facts:o Option money was 1% of purchase price.o Balance 10% deposit was held by you as stakeholders pending completion.o Redemption money due to existing mortgagees - $308,564.27o CPF refund - $255,410.35o Costs of sols for CPF & mortgagee - $600.00o Your costs & disbursements - $2,580.90

Answer

(Amt Payable By Purchaser On Completion) 777325 (fr above) – vendor’s sol holding on to 9 percent must return to vendor ie add nine percentcompletion monie to be paid by cashier’s orders (not cheques which may bounce)

may be a few cashier’s ordersv sol to say of the cashier’s orders, will ask for one in favour of xx bank, another in favour of yy bank, in favour of CPF board solicitors to play around with how much to be refunded to each – get cashier’s orders for eachbalance to vendorusing 10 percent deposit to pay the rest since already in sol client’s account

Addbalance 10 percent deposit ie 9 percent (1st original 1 percent option fee handed directly to vendor already)

78300=855,625

LessRedemption money to bank mortgagee 308,564.27CPF refund 255410.35Costs of sol for cpfb and mortgagee 600Vendor’s sol costs 2580.90=567.155.52

Amt due to vendor on completion 288469.48

- What if the property is a commercial property, and V is a taxable person?- What if the V is late for completion ? – provision for payment of late interest if late due to tt party’s fault

o 10 percent per annum based on 100 percent of purchaser price- What if the P is late for completion?

o Interest at ten percent per annum based on 90 percent of purchase price because already paid 10 percent upfront

Condition 8 Law Soc Conds of Sale 1999:- 8.1 interst payable by purchaser – if a) sale not completed on or before date fixed for completion, b) delay in

completion is due solely to default of purchaser, he muyst pay interest as liquidated damages commencing on day following date fixed for completion, up to and including actual completion day of sale; interest wil be calculated on purchase price (less deposit and any sum paid to account) at 10 percent per annum

- 8.2 interest payable by vendor – o 8.2.1 if a) sale not completed on or before date fixed for completion and b) delay due solely to

default of vendor, same as above.o 8.2.2 if vendor has delivered vacant possession of property before date of actual completion, then

interest payable to purchaser will be reduced by sum equivalent to rent calculated on annual value of property fixed under property tax act

o 8.3 no interest payable if delay due to some other cause other than defual tof purchase or vendor or default of both

- Note also Condition 29: Notice to complete. Innocent party gives notice to complete day after completion has passed. The party issuing the notice must be “ready, able and willing to complete” when issuing that notice. For the vendor, this means he must have everything ready, including signed transfers.

- After rendering the completion account, V’s sols should inform P’s sols of the mode of payment of completion money. Payment is usually in the form of cashier’s orders.

3. ACTUAL COMPLETION

- Parties present: o CPFB lawyers, lawyers from the banks, the vendor’s solicitors and the purchaser’s solicitors. o Completion clerks

- Place of completion: o usually at the mortgagee’s lawyers’ officeso Location specified by party highest in the land register

The purchaser has a CPF charge on the property and a loan from a bank, so does the vendor. There are 6 parties involved in the transaction and the one highest in the land register (either the CPF Board or the vendor) will choose the place for completion.

- Time of completiono Date of completion usually provided for in the contract. o Time usually not specified in the contract, but must occur within office hours as according to

the Practice Directions.

- N.B. It is the purchaser’s responsibility to lodge all the necessary documents that must be lodged. All the documents will be handed to him at completion.

Completion letters- What are the contents?- How many parties involved?- Besides the V & P, completion may also involve ….?

o Vendor and purchasero Sep sol representing mortgagee on vendor and CPF board on vendor’s sideo Purchaser’s side mortgagee and CPFB solicitors o Total of 6 sets – usu at vendor’s CPFB sol office

Besides the letters, what else must be done by the parties involved?- Searches must be made if acting for purchaser or purchaser;s bank or CPF board- Must update (morning) prioer to completion (afternoon)- Usually done by solicitors for purchasers, CPF Board and mortgagees- Title search- Bankruptcy or companies winding up searches- Other searches required by finance institutions e.g. cause book or writ of seizure and sale

- Vendor wants from Purchaser money- To pay

o Bank (redemption monies)o CPF board (redemption monies)o Solicitors (legal fees) o Real estate agent commission (v sol to ask v for permission firt – not of right, v may want to

pay agent himself out of another source of funds and want this set of monies to go to him whole)

o Remainder for vendor- Vendor takes $ from Purchaser to pay his mortgagee and to refund CPF money = redeem & discharge

existing encumbrances- In exchange for the redemption money, Vendor gets from mortgagee or CPFB documents of discharge.

What are these called? o TDM – ‘total discharge of mortgage’ (bank)o DC – ‘discharge of charge’ (CPFB)

- Items to be given by the purchasers’ solicitors Cashier’s orders for sums specified in completion account Items required by solicitors for CPF Board and purchasers; mortgagees

- Purchaser wants from Vendoro (The house)o Title deeds – if already have, then holding on sol undertaking ie must ask for discharge –

release of your undertaking for title deeds- Discharge documents - Discharges of existing encumbrances (e.g. the CPF Board’s charge +

mortgage) duly executed discharge of mortgage and registration fees (borne by vendor) Duly executed discharge of charge by CPF board plus Regis fee

o Duly executed transfer (prepared by purchaser and signed by vendor) and other conveyance documents – purchaser to bear stamp and rgis fees

o Keys if sold with vacant possession or if subj to tenancy, then duplicate stamped tenancy agreement instead of keys

o Notice of transfer which vendor to file with chief asesor of property tax – now this noticfe is fiked electornically

Completion must occur first before can file Enotice of transfer because if at completion mnistake, x take back electronic notice

=> Ask for confirmation tt will file Enotice of transfer within x days of completion

vendor’s sol duty – if not fine/penalty involved.

Tax dept to be notified wihtin1 mth of completion of transaction o Stat declaration prev of transfer, but now taken away (see IRAS circular) – but still need letter

fr v sol confirming tt client are orig purchasers o If property is apartment and MC involved, then want notice to MC that property now sold to

clients For MC to send future invoices or maintenance fees to clients

o Evidence of settlement of outgoings Any receipts for outgoings which have not already been produced for inspection

before completion, particularly property tax payment, maintenance fees, all other refunds required in completion accounts, etc.

- undertakings (if any)o If property tenanted, want “notice to tenant” - vendor has sold proepty to purchase and direct

tenant to pay all future rent to clients ie purchaser Tenant to be notified of sale to direct fees to new landlord

- Copies of Notices of changes of Ownership to the relevant applicable parties e.g. Property Tax Department, Management Corporation, tenant, Commissioner of Lands etc

- a copy of the vendor’s solicitor’s notice of transfer of ownership to the Chief Assessor under s. 19 Property Tax Act (Cap. 254)

Notice of transfer of property19. —(1) Whenever any estate or interest in any house, building, land or tenement included, or capable of being included, in a Valuation List is sold or transferred whether by instrument or operation of law or otherwise, the vendor or transferor shall, within one month after the sale or transfer, give notice thereof to the Chief Assessor in such form as may be prescribed by the Chief Assessor. (2) Whenever the owner of any taxable property dies, the person becoming the owner of the property by succession or otherwise shall give notice thereof in writing to the Chief Assessor within one year after the death of the deceased. (3) On receipt of any such notice, the Chief Assessor may require the production of the instrument of sale or transfer, if any. (4) When any building is erected or when any building is rebuilt, enlarged, altered or improved or where any building which has been vacant is occupied, the owner of the building shall within 15 days give notice thereof in writing to the Chief Assessor. [25/63](5) When any building is erected, rebuilt, enlarged, altered or improved, the architect in charge or, if there is no architect, the person supervising the building works shall within 15 days give notice thereof in writing to the Chief Assessor. [6/82](6) The period of 15 days referred to in subsections (4) and (5) shall be reckoned from the date of the completion of the building which has been newly erected or rebuilt or of the enlargement, alteration, improvement or occupation, as the case may be. (7) When any building or any part of a building which is liable to the payment of tax is demolished or removed, the owner shall, within 15 days from the completion of the demolition or removal, give notice thereof in writing to the Chief Assessor. [19/68](8) Where any building or part of a building is demolished or removed and no action has been taken to amend the Valuation List in respect thereof for any reason, the owner shall, at the option of the Comptroller —(a) continue to be liable to pay the tax in respect of the building or part of the building, as if the building had not been demolished or removed; or(b) notwithstanding that the Valuation List has not been amended, be liable to pay the tax in respect of that property from the date of demolition or removal of the building, as the case may be, on the basis of any revised annual value which may be ascribed to that property in a subsequent amended Valuation List. [19/68; 33/2002](9) Where any property is let and the rent charged therefor, or any sum charged for the use of furniture, fixtures, fittings and other furnishings therein, or for the maintenance of the property and the grounds thereof, or for services provided in connection with the property, is increased, the owner

of the property shall, within 15 days of the increase, give notice thereof in writing to the Chief Assessor. [24/73](10) Where any property is let and a premium is charged for the letting of the property, the owner thereof shall, within 15 days of the receipt of the premium, give notice in writing to the Chief Assessor. [24/73](11) When any property ceases to be occupied by the owner, the owner of the property shall, within 15 days of ceasing to occupy the property, give notice thereof in writing to the Chief Assessor. [24/73](12) Whenever any person makes an application to the competent authority for permission to develop or subdivide any property in accordance with the provisions of the Planning Act (Cap. 232), he shall, within 15 days of making such an application, give notice thereof in writing to the Chief Assessor. [24/73](13) Any person who fails to give any notice required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. (14) Any owner who fails to give any notice required by this section and who subsequently becomes liable to pay tax pursuant to section 21 shall pay interest on the tax at the rate of 10% per annum. [6/82](15) The interest payable under subsection (14) shall be calculated from the date of expiry of the period during which the notice is to be given and shall be deemed to be tax payable and recoverable under this Act.

- a copy of the vendor’s solicitor’s notice of sale to the purchaser under s. 65(2) Building Maintenance and Strata Management Act 2004 for transmission to the Management Corporation

Notices to be given by subsidiary proprietors and mortgagees65. —(2)   Upon the delivery of a transfer of an estate or interest in a lot pursuant to completion of a sale of that lot by its registered subsidiary proprietor to the purchaser or his nominee, or by way of gift to a donee, the registered subsidiary proprietor shall within 10 days thereof give to the management corporation written notice of the transfer which shall identify the lot and —(a) specify the name of the transferee in full and an address within Singapore for service of notices on the transferee and the date of delivery of the transfer; and(b) bear a certification by the transferee or his solicitor of the accuracy of the information contained in the notice.

- a copy of the vendor’s solicitor’s letter to the Commissioner of Lands informing him of the change in ownership and enclosing a copy of the notice of transfer to the Chief Assessor

- GST Tax invoice if the vendor is GST-registered (e.g. in sale of commercial buildings)- Cashier’s orders to discharging chargees or mortgagees as required in exchange for the

relevant discharge documents- Confirmation that access to electronically lodge the registrable instruments would be given

immediately after completion

- In exchange, Mortgagee & CPFB want from Purchaser (Purchaser needs release of loan & CPF money)o Title deeds for safekeeping

If both involved title deeds retained by bank always If along the way completely repaid and discharge of mortgage, then title deed goes

to CPF board for safekeeping If reach age of 55 (law), and have min sum in CPF acct can have CPOF charge

discharged and take back title deed Otherwise title deed goes to bank

o Stamp and registration fees with (registered) transfero Evidence that property and maintenance paido Discharge docs to register with registered feeso Transfero Copies of notices of transfer - Similar items as those to be given by vendors’ solicitors

- Whether copies or originals depends on who is registering documents- Undertaking from the registering solicitor to stamp and register documents in particular

order

- If cashier’s order has mistake, then completion x take place - mistake to be rectified lawyer to be on standby in office in case mistake occurs and try to solve the prob.

- Vendor MUST be there to complete with his signature. If he doesn’t want to complete on that day? Then completion must occur anther day – cannot just leave him to sign another day

- The vendor’s solicitors will have asked for the purchaser to have the money made out in cashier’s orders. The total amount the vendor is supposed to be paid will be split into different cashier’s orders. One cashier’s order will be made out to the CPFB, for the exact amount the vendor owes to the CPF; a second cashier’s order will be made out to the mortgagee bank of the vendor, for the exact amount owed. Any balance left over will be in a third cashier’s order will be made out to the vendor.

- The reason for making out separate cashier’s orders to CPFB and the bank is because the vendor does not get the title deeds and Total Discharge of Mortgage papers from CPFB and the bank until he has discharged his mortgages. The purchaser wants those papers as soon as he hands over the purchase price, but the vendor will be unable to pay CPF and Bank unless he has money, i.e. the purchase price. An additional reason is that it makes it easier for the purchaser’s solicitors to ascertain that the mortgages and charges have been fully paid off.

- (There can be a partial discharge of mortgage where bank retains power to go after the mortgagor in person, who is to repay the loan (though the mortgage on the house is discharged)

- Therefore, at the Big Completion Event, everybody gets together. The purchaser gives the vendor the money, the vendor hands the money to CPF and Bank’s lawyers; the vendor gets total discharge papers and title deeds from CPF and Bank, and immediately hands everything over to the purchaser, who hands his title deeds to his mortgagee’s and CPFB’s lawyers (who are usually present there as well).

- N.B. the final cashier’s order to the vendor is usually issued from the purchaser’s solicitors, and may actually come in the form of a cheque. That is acceptable... because you can’t exactly reject another law firm’s cheque. However, if it is a big amount, you are advised to ask for a cashier’s order. This is because a cheque is not considered secure enough in that it may bounce, whereas a cashier’s order has been confirmed by the issuing bank.

Who Lodges the Instruments?- arranged between CPF Board’s solicitors and the mortgagees’ solicitors as to who should present the

documents for registration- the one who agrees to undertake the job will receive all the executed documents as well as all the

necessary stamp and registration fees- if it is registered land, the certificate of title will also have to be handed over to the solicitor who

undertakes the registration of documents and if he represents CPF Board, he shall on completion give the mortgagees’ solicitors an Authorization Form (Change of Solicitors on Record & Form of Authority) so that it may be lodged by the mortgagees’ solicitors on final registration

4. POST COMPLETION- What happens after completion?

o Registration of doco Reporting to client

- Duties of Purchaser’s Solicitors Report to the purchaser that completion has taken place and that the purchaser is entitled to possession To obtain from the solicitor registering the documents all the dates and registration particulars of the

documents and inform the purchaser File a claim for concession rates and tax concessions for property tax Hand title deeds after final registration to the purchaser for safe keeping if the purchase is made without

any loan and without the use of CPF savings- Duties of Vendor’s Solicitors

Report to the vendor that the completion has taken place E-file the notice of transfer of ownership under s. 19 Property Tax Act within one (1) month after sale

Send out notice to the Management Corporation pursuant to s. 65(2) Building Maintenance and Strata Management Act 2004 (if applicable)

Obtain from the purchaser’s solicitor the date and registration particulars of the discharge documents and transfer

Hand over balance sale proceeds and a complete Statement of Account to the vendor

5. LEGISLATION

PROPERTY TAX ACTNotice of transfer of property19. —(1) Whenever any estate or interest in any house, building, land or tenement included, or capable of being included, in a Valuation List is sold or transferred whether by instrument or operation of law or otherwise, the vendor or transferor shall, within one month after the sale or transfer, give notice thereof to the Chief Assessor in such form as may be prescribed by the Chief Assessor.

(2) Whenever the owner of any taxable property dies, the person becoming the owner of the property by succession or otherwise shall give notice thereof in writing to the Chief Assessor within one year after the death of the deceased.

(3) On receipt of any such notice, the Chief Assessor may require the production of the instrument of sale or transfer, if any.

(4) When any building is erected or when any building is rebuilt, enlarged, altered or improved or where any building which has been vacant is occupied, the owner of the building shall within 15 days give notice thereof in writing to the Chief Assessor.

(5) When any building is erected, rebuilt, enlarged, altered or improved, the architect in charge or, if there is no architect, the person supervising the building works shall within 15 days give notice thereof in writing to the Chief Assessor.

(6) The period of 15 days referred to in subsections (4) and (5) shall be reckoned from the date of the completion of the building which has been newly erected or rebuilt or of the enlargement, alteration, improvement or occupation, as the case may be.

(7) When any building or any part of a building which is liable to the payment of tax is demolished or removed, the owner shall, within 15 days from the completion of the demolition or removal, give notice thereof in writing to the Chief Assessor.

(8) Where any building or part of a building is demolished or removed and no action has been taken to amend the Valuation List in respect thereof for any reason, the owner shall, at the option of the Comptroller —

(a) continue to be liable to pay the tax in respect of the building or part of the building, as if the building had not been demolished or removed; or (b) notwithstanding that the Valuation List has not been amended, be liable to pay the tax in respect of that property from the date of demolition or removal of the building, as the case may be, on the basis of any revised annual value which may be ascribed to that property in a subsequent amended Valuation List.

(9) Where any property is let and the rent charged therefor, or any sum charged for the use of furniture, fixtures, fittings and other furnishings therein, or for the maintenance of the property and the grounds thereof, or for services provided in connection with the property, is increased, the owner of the property shall, within 15 days of the increase, give notice thereof in writing to the Chief Assessor.

(10) Where any property is let and a premium is charged for the letting of the property, the owner thereof shall, within 15 days of the receipt of the premium, give notice in writing to the Chief Assessor.

(11) When any property ceases to be occupied by the owner, the owner of the property shall, within 15 days of ceasing to occupy the property, give notice thereof in writing to the Chief Assessor.

(12) Whenever any person makes an application to the competent authority for permission to develop or subdivide any property in accordance with the provisions of the Planning Act (Cap. 232), he shall, within 15

days of making such an application, give notice thereof in writing to the Chief Assessor.

(13) Any person who fails to give any notice required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. (14) Any owner who fails to give any notice required by this section and who subsequently becomes liable to pay tax pursuant to section 21 shall pay interest on the tax at the rate of 10% per annum.

(15) The interest payable under subsection (14) shall be calculated from the date of expiry of the period during which the notice is to be given and shall be deemed to be tax payable and recoverable under this Act.

For Management CorporationsLAND TITLES (STRATA) ACT

Duties of management corporation48. —(1) A management corporation shall, for the purposes of the subdivided building concerned —(m) from time to time determine in general meeting the amounts necessary in its opinion to be raised by way of contributions for the purpose of meeting its actual or expected liabilities —

(i) incurred or to be incurred under paragraph (a), (b), (c) or (d); (ii) for the payment of insurance premiums; and (iii) for any other expenditure of the management corporation;

(n) from time to time determine in general meeting the amounts necessary in its opinion to be raised by way of contributions for the purpose of meeting its actual or expected liabilities —

(i) for painting or repainting any part of the common property which is a building or other structure; (ii) for the renewal or replacement of any electrical and mechanical installations existing for common use

or purposes; (iii) for major repairs and improvements to, and maintenance of, the common property and boundary walls;

and (iv) for any other expenditure approved by the management corporation in general meeting;

LAND TITLES (STRATA ACT)Supply of information and certificates by management corporation54. —(1) A management corporation shall, upon application made to it in writing in respect of a lot the subject of the subdivided building concerned by a subsidiary proprietor or mortgagee or prospective purchaser or mortgagee of that lot or by a person authorised in writing by such a subsidiary proprietor or mortgagee and on payment of the prescribed fee, do any one or more of the following things as are required of it in the application: …..(c) certify, as at the date of the certificate, in respect of the lot in respect of which the application is made — (i) the amount of any regular periodic contributions determined by the management corporation under section

48 (1) (m) and (n) and the periods in respect of which those contributions are payable; (ii) whether there is any amount unpaid of any contribution determined under section 48 (1) (m) and (n) and,

if so, the amount thereof and the date on which any such contribution was levied; (iii) whether there is any amount unpaid of any contribution levied under section 42 and, if so, the amount

thereof and the date on which it was levied; (iv) whether there is any amount recoverable from the subsidiary proprietor of that lot under section 45 and,

if so, the amount thereof; (v) any interest payable under section 42 (9) (b) in respect of any unpaid contribution referred to in that

subsection; and (vi) whether the management corporation has received a copy of any application or order of the Board made

under section 84A.

LAND TITLES (STRATA ACT)

Notices to be given by subsidiary proprietors and mortgagees59. —(2) Upon the delivery of a transfer of an estate or interest in a lot pursuant to completion of a sale of that lot by its registered subsidiary proprietor to the purchaser or his nominee, or by way of gift to a donee, the registered subsidiary proprietor shall within 10 days thereof give to the management corporation written notice of the transfer which shall identify the lot and — (a) specify the name of the transferee in full and an address within Singapore for service of notices on the transferee and the date of delivery of the transfer; and (b) bear a certification by the transferee or his solicitor of the accuracy of the information contained in the notice.

HUDC FlatsHUDC HOUSING ESTATE ACT

Constitution of bodies corporate.3. —(1) The Minister may, from time to time, by order published in the Gazette, constitute on such date as the Minister may appoint a body corporate by such name as the Minister may designate in the order comprising the owners of all the flats in the buildings erected in any housing estate or part thereof which is described therein. (2) A copy of the order shall be served on the Registrar of Titles who shall make an entry on the relevant parcel of land in the Land-Register to the effect that a body corporate has been constituted under subsection (1) for the buildings erected on that parcel.

Supply of information and certificates by body corporate.17. —(1) A body corporate shall, upon application made to it in writing in respect of a flat in the housing estate concerned by the owner or mortgagee of that flat or by a person authorised in writing by the owner or mortgagee and on payment of the prescribed fee, do one or more of the following things which are required of it in the application: ………..(c) certify, as at the date of the certificate, in respect of the flat in respect of which the application is made —

(i) the amount of any regular periodic contributions determined by the body corporate under section 13 (1) ( l) and (m) and the periods in respect of which those contributions are payable;

(ii) whether there is any amount unpaid of any contribution determined under section 13 (1) (l) and (m) and, if so, the amount thereof and the date on which any such contribution was levied;

(iii) whether there is any amount unpaid of any contribution levied under section 8 and, if so, the amount thereof and the date on which it was levied;

(iv) whether there is any amount recoverable from the owner of that flat under section 11 and, if so, the amount thereof; and

(v) any interest payable under section 8 (6) in respect of any unpaid contribution referred to in that subsection.

GOODS AND SERVICES TAX ACTGoods and services tax 7. A tax to be known as Goods and Services Tax shall be charged in accordance with the provisions of this Act on the supply of goods and services in Singapore (including anything treated as such a supply) and on the importation of goods into Singapore.

Scope of tax8. —(1) Tax shall be charged on any supply of goods or services made in Singapore where it is a taxable supply made by a taxable person in the course or furtherance of any business carried on by him. (2) A person is a taxable person for the purposes of this Act while he is or is required to be registered under this Act.

(2A) A taxable supply is a supply of goods or services made in Singapore other than an exempt supply.

(3) Tax on any supply of goods or services is a liability of the person making the supply and (subject to provisions on accounting and payment) becomes due at the time of supply.

(4) Tax on the importation of goods shall be charged, levied and payable as if it were customs duty or excise

duty and as if all goods imported into Singapore are dutiable and liable to customs duty or excise duty.

Value of supply of goods or services17. (2) If the supply is for a consideration in money, its value shall be taken to be such amount as, with the addition of the tax chargeable, is equal to the consideration. (3) If the supply is not for a consideration or is for a consideration not consisting or not wholly consisting of money, the value of the supply shall be taken to be its open market value.

GOODS AND SERVICES TAX ACT (SCHEDULE 4)

EXEMPTIONS

Finance1. The following financial services: (m) the provision or assignment of any futures contract including a futures option transaction which does not lead to a delivery of any goods from the seller to the buyer; (n) the provision or assignment of any option or contract for the sale of any unallocated commodity which does not lead to a delivery of the commodity from the seller to the buyer; (o) the grant of a right or option to acquire any unallocated commodity where the right is exercisable at a future date and any sale resulting from the exercise of the right would be a sale which does not lead to a delivery of the commodity from the seller to the buyer;

Land2. The grant, assignment or surrender of any interest in or right over land of any of the following descriptions or of any licence to occupy such land: (a) any vacant land zoned “Residential” or “Rural Centre and Settlement” in the Master Plan under the Planning Act (Cap. 232) and used or to be used for residential purposes or for the purposes of condominium development; (b) any vacant land approved exclusively for residential or condominium development where the supply is made by such public or statutory authority as may be approved by the Minister or such other person as he may appoint; or (c) any land or part thereof with any building, flat or tenement thereon, being a building, flat or tenement which is approved exclusively for residential purposes under the Planning Act.

Application4. —(1) Paragraph 1 (other than sub-paragraph (q)) and paragraph 2 shall not apply to any services consisting of arranging, broking, underwriting or advising on any of the activities specified therein in return for a brokerage fee, commission or other similar consideration. (2) Paragraph 1 (m), (n) and (o) shall not apply to any supply which section 37 provides are to be disregarded for the purposes of this Act. (3) Paragraph 2 shall not apply to that part of the supply comprising — (a) the sale and lease of any furniture, furnishings, fittings, appliances or effects; (b) services consisting of the maintenance, repair and upkeep of the building, flat or tenement or any common property connected therewith; and (c) any building, flat or tenement which is not approved exclusively for residential purposes under the Planning Act (Cap. 232).