JCW

[CCC , vacant possession, LAD & force majeure] Justin & Chooi Peng were the counsel for the Appellant in this case. The Court inter-alia held that : (i) The architect’s letters did not qualify as valid certificates of extension of time which would justify the first respondent’s delay in delivering the vacant possession of the said properties to the appellant because: (a) the letters made no mention of the SPAs and specifically cl 13.1.1 of the SPAs which the first respondent relied heavily upon; (b) the letters did not state that in the opinion of the architect, the events in the said letters were events beyond the developer’s control ;and (c) the letters did not state any opinion at all and merely state that there would be delays in the completion of the construction works . (ii) The breaches caused by the main contractor’s restructuring exercise were not force majeure events and were not beyond the first respondent’s control in the said project under cl 13.1.1 of the SPAs. Contractors were under the control of their employers, and the employer such as the first respondent could not utilise their contractor’s breaches or defaults, to gain extension of time (iii)Pursuant to cl 13.2.2 of the SPAs, the appellant would be deemed to have taken the possession of the said properties within 14 days from the date of the first respondent’s letter, which would be on 13 January 2016. The parties had voluntarily entered into the SPAs and had conducted their affairs in accordance with the terms and conditions of the SPAs. The sanctity of the contract entered between parties should be preserved. There was merit in the first respondent’s contention that cl 13 of the SPAs merely required the first respondent to physically complete works and provide a certificate of practical completion by the architect as sufficient to provide vacant possession and that it would matter not, if the said properties was not connected with the essential utilities (iv)Whether the damage was quantifiable or otherwise, the court had to adopt a common-sense approach by considering the genuine interest which an innocent party may have and the proportionality of a damages clause in determining reasonable compensation. Section 75 of the Contracts Act 1950 provided that reasonable compensation must not exceed the amount so named in the contract. Consequently, the impugned clause that the innocent party sought to uphold would function as a cap on the maximum recoverable amount.