The Court of Appeal case between Chan Sze Ying and the Management Corporation Strata Title Plan No 2948. Lee Chuen T'ng intervened in the case. The case involves an Originating Summons related to sections of the Building Maintenance and Strata Management Act. It is also referenced as Chan Sze Ying vs Management Corporation Strata Title Plan No 2948, with Lee Chuen T'ng as the intervener.

 

This appeal is about the power of the chairperson of a condominium's management corporation to adjourn an annual general meeting (AGM). The case involves The Caribbean at Keppel Bay condominium. During the 13th AGM, elections were held for the 13th Management Council (MC). The chairperson, Ms Lee Chuen T'ng, adjourned the meeting without resolving a tie between two candidates for the final position on the MC. The adjourned AGM was reconvened, and the tie was broken in favor of Ms Lee Chuen T'ng. The appellant, Mdm Chan Sze Ying, challenged the legality of the adjournment in the High Court, but her application was dismissed. In the Court of Appeal, it was held that the chairperson had the common law power to adjourn the AGM and had done so lawfully. The appeal was dismissed.

The Judge correctly found that the chairperson has the residual power to adjourn a meeting in certain circumstances. This power arises under common law and can be exercised when it is impossible to determine the views of the meeting, such as when it is not possible to consider and vote on a motion to adjourn. The Judge's decision was based on the case of Byng v London Life Association Ltd and another [1990] 1 Ch 170, which established that the residual power can be exercised when there is a risk that the meeting has gone on for too long and there is a risk that the lights will be turned off. The Judge also found that there was no evidence of bad faith on the part of the chairperson in this case. Therefore, the Judge was correct in finding that the chairperson was entitled to exercise the residual power to adjourn the meeting.

The facts show that there was a clear understanding between Keppel Club and Savills that the AGM could only use the venue until 9pm. This understanding was conveyed to the attendees of the AGM, and it was made clear that the venue had to be vacated by that time. Any suggestion that the attendees would be kicked out or that the lights would be switched off was likely meant as a rhetorical emphasis on the need to adhere to the scheduled timing. The fresh evidence and emails cited by the Appellant do not contradict this understanding. Therefore, it is reasonable to conclude that it was not practical or meaningful to vote on a motion to adjourn the meeting, as the meeting would have to be adjourned or held over regardless of the outcome of the vote. Thus, the residual common law power to adjourn was properly exercised in this case.

The Appellant's argument that the Intervener adjourned the AGM out of fear of losing to Dr Neo in the run-off election was speculative and unsupported by evidence. The decision to adjourn the meeting was already in contemplation before the election results were announced. Furthermore, even if the meeting had continued and the run-off election had taken place, there was no basis to suggest that Dr Neo would have chosen to withdraw his candidacy. The Intervener's decision to adjourn the meeting was based on the practicalities of the situation, such as the overrun of time and the need to vacate the premises by 9pm. There was no evidence to suggest that the Intervener acted in bad faith or had any ulterior motives.

The Appellant's objections to the adjournment of the AGM were not justified.

The bonus proposal for Savills by the 12th MC was addressed separately, and there was no evidence of any conspiracy or collusion between the Intervener and other council members.

The scenarios presented by the Appellant's argument, in which the AGM continued without adjournment or concluded without holding the run-off election, would have created unsatisfactory and contradictory outcomes.

The Intervener did not act in bad faith or unreasonably in adjourning the AGM, and her decision was justified based on the circumstances at that time.

The application to adduce fresh evidence was withdrawn, and the evidence presented would not have impacted the decision.

The appeal was dismissed, and the Appellant was ordered to pay costs to the Intervener and Respondent.

Question:

1. Examine and discuss the decisions to adjourn the 13th Annual General Meeting.
2. Using the Statutes below pointing out to the case for supporting evidence.

• Building Maintenance and Strata Management Act 2004. https://sso.agc.gov.sg/act/bmsma2004
• First Schedule. General Meetings of Management Corporations and Subsidiary Management Corporations. https://sso.agc.gov.sg/act/bmsma2004?provids=SC1-#SC1-
• Second Schedule. Proceedings of Councils and Executive Committees. https://sso.agc.gov.sg/act/bmsma2004?provids=SC2-#SC2-
• 3. Any similar case law referencing on court decisions made.