Sale of Commercial Properties Act

(CHAPTER 281)

(Original Enactment: Act 14 of 1979)

REVISED EDITION 1985

(30th March 1987)

An Act to regulate the sales of separate units of commercial properties in a commercial complex and for purposes connected therewith.

[20th July 1979]

Short title

1. This Act may be cited as the Sale of Commercial Properties Act.

Interpretation

2. In this Act, unless the context otherwise requires —

“building” includes any completed building, or any building partially completed or to be erected, and intended for any strata subdivision as shown in a development plan approved by the competent authority or is comprised in one or more lots as shown in a strata title plan lodged with the Registrar of Titles;

“Building Authority” has the same meaning as in the Building Control Act [Cap. 29];

“commercial property” means a horizontal stratum of any building or part thereof, whether such stratum is on one or more levels or is partially or wholly below the surface of the ground, and is intended for use in accordance with the provisions of any written law as a complete and separate unit for any purpose other than a residential purpose;

“Controller” means the Controller of Housing appointed under section 3 of the Housing Developers (Control and Licensing) Act [Cap. 130];

“land” includes land of any tenure, any building or part thereof, so much of the air-space above the surface as may be reasonably used or enjoyed by any proprietor, and all substances under the surface, whether or not held apart from the surface, and any estate or interest therein;

“lot” means a stratum which is shown as a lot on a strata title plan;

“Registrar of Titles” means the Registrar of Titles appointed under the Land Titles Act [Cap. 157];

“registered land” has the same meaning as in the Land Titles (Strata) Act [Cap. 158];

“strata subdivision” has the same meaning as in the Land Titles (Strata) Act;

“strata title plan” means a plan of registered land showing strata subdivision of any building into two or more lots and contains the particulars prescribed by section 10 of the Land Titles (Strata) Act;

“stratum” means any part of land consisting of a space of any shape below, on or above the surface of the land, or partly below and partly above the surface of the land, the dimensions of which are delineated.

Prohibition on sale of any commercial property without building approval

3.—(1) No person shall sell any commercial property unless the plans for the construction or erection of the commercial property have been approved by the Building Authority.

(2) For the purposes of this section, a person is said to sell a commercial property if —

(a)	by an agreement in writing, he agrees to divest his estate or interest in the commercial property to another person for valuable consideration; or
(b)	by any deed or instrument, he conveys, assigns, demises or otherwise disposes of the commercial property in such a manner so that it becomes capable of being registered under the Registration of Deeds Act [Cap. 269], Land Titles Act [Cap. 157] or the Land Titles (Strata) Act [Cap. 158].

(3) A lease or an agreement for a lease for a term of years not exceeding 7 years without the option of renewal or purchase shall not be deemed to be a sale for the purposes of this section.

Option to purchase

4. An option to purchase any commercial property given by a vendor to a purchaser shall be in such form as may be prescribed except that any additional term or condition which in substance does not affect the prescribed form may be included in such form.

Terms and conditions in an agreement for sale

5.—(1) Every agreement for the sale and purchase of a commercial property shall contain such terms and conditions of sale as may be prescribed by rules made under this Act.

(2) Any term or condition of sale in an agreement of sale and purchase referred to in subsection (1) which is inconsistent with the terms and conditions of sale prescribed by rules made under this Act shall to the extent of the inconsistency be null and void.

Penalty

6. Any person who fails to comply with any of the provisions of this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding one year or to both.

Power to give directions

7.—(1) The Controller may give directions in writing to any person to ensure compliance with the provisions of this Act or any rules made thereunder.

(2) Any person who fails to act or omits to act in accordance with any such direction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and to a further fine not exceeding $1,000 for every day during which the offence continues after conviction.

Controller may issue directions when a developer has not sought the direction of the Registrar under section 16 of the Land Titles Act, etc.

8.—(1) Where a developer has sold any commercial property and has not —

(a)	sought the direction of the Registrar of Titles under section 16 of the Land Titles Act [Cap. 157] or complied with the direction;
(b)	applied for the grant of written permission for the relevant strata subdivision under section 9(3) of the Planning Act [Cap. 232] or complied with the requirements of the competent authority necessary for the purpose of obtaining written permission for such strata subdivision;
(c)	employed any registered surveyor to carry out the necessary surveys and prepare the necessary plans for submission to the Chief Surveyor to enable a subsidiary strata certificate of title to be issued for the commercial property, or has failed to cause amendments to these plans to be made as required by the Chief Surveyor;
(d)	in the case where the Registrar of Titles has directed under section 16 of the Land Titles Act that the land on which the commercial property is built be brought under the provisions of the Land Titles Act, obtained a subsidiary strata certificate of title for the property under the provisions of the Land Titles (Strata) Act [Cap. 158];
(e)	discharged any mortgage (whether legal or equitable) or charge on the land of which the commercial property forms parts so as to enable the developer to fulfill his obligation as vendor to complete the sale and purchase of the commercial property; or
(f)	executed and delivered to the purchaser an assurance of the commercial property sold on or before the date fixed for completion of the sale as agreed between the developer and the purchaser,

the Controller may, in his discretion, issue directions in writing to the developer to take such steps or action as may be specified by the Controller within such time or times as the Controller may appoint.

[38/80]

(2) Any person who refuses or fails to comply with any direction of the Controller given under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding one year or to both and to a further fine not exceeding $1,000 for every day during which the offence continues after conviction.

(3) Any exercise of the powers conferred upon the Controller by subsection (1) shall not prejudice the right of the purchaser to claim liquidated damages for the developer’s failure to complete the sale of any commercial property on or before the date appointed for the completion of the sale of the property.

(4) For the purposes of this section —

“developer” means any person who has obtained the approval of the competent authority to develop any land pursuant to section 9 of the Planning Act [Cap. 232] and includes his executors and administrators, successors-in-title or assigns;

“purchaser” includes a sub-purchaser.

(5) The powers conferred upon the Controller under this section may be exercised with respect to any commercial property sold by a developer at any time prior to 20th July 1979.

[7A

Offences committed by body corporate

9. Where a body corporate is guilty of an offence under this Act and the rules made thereunder, any person who was at the time of the commission of the offence a director, manager, secretary or other similar officer of the body corporate, or was purporting to act in any such capacity, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly, unless he proves that the offence was committed without his consent or connivance and that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his functions in that capacity and to all the circumstances.

Rules

10.—(1) The Minister may make rules for or in respect of every purpose which is considered by him necessary for carrying out the provisions of this Act and for the prescribing of any matter which is authorised or required under this Act to be prescribed.

(2) Without prejudice to the generality of subsection (1), the Minister may by such rules —

(a)

regulate the advertisements for the sale of commercial properties;

(b)

prescribe the form of the option for the purchase of any commercial property;

(c)

provide for the payments by the purchaser before and during the construction of the commercial property, including —

(i)	the maximum amount of the deposit that may be accepted from a purchaser before an agreement for the sale and purchase of the property is signed and on the signing of such an agreement and the conditions that shall be satisfied before a vendor of the property may sign such an agreement with a purchaser;
(ii)	the stage of construction at which each instalment shall become payable and the percentage in relation to the total cost of the property that shall be payable in respect of the instalment;
(iii)	the requirements to be fulfilled before a vendor can require a purchaser to pay an instalment which is due; and
(iv)	the percentage of the total purchase price, which the purchaser shall not be required to pay before the certificate of fitness is issued by the Building Authority;

(d)

regulate the form or forms of an agreement for the sale and purchase of any commercial property; and

(e)

prescribe the conditions which, if used in any agreement for the sale and purchase of any commercial property, shall be void.

(3) Such rules —

(a)	may prescribe that any act or omission in contravention of the provisions of any rules shall be an offence; and
(b)	may provide for the imposition of penalties, which shall not exceed imprisonment for a term of 6 months or a fine of $10,000 or both.

(4) All such rules shall be published in the Gazette and shall be presented to Parliament as soon as possible after publication.

Exemptions

11.—(1) This Act shall not apply to the sale of any commercial property —

(a)	in a building containing, or a building which when erected will contain, not more than 4 separate units; or
(b)	where the certificate of fitness for occupation has been issued by the Building Authority and the subsidiary strata certificate of title, if applicable, has been issued by the Registrar of Titles in respect of the commercial property. [38/80]

(2) The Minister may, by notification published in the Gazette, exempt any person or commercial property from any of the provisions of this Act or any rules made thereunder, either absolutely or subject to such conditions as he thinks fit.

[10

Jurisdiction of District and Magistrate’s Courts to try offence

12. Notwithstanding the provisions of any written law to the contrary, a District or Magistrate’s Court shall have jurisdiction to try any offence under this Act or the rules made thereunder and to impose the full punishment for such offence.

[11

[38/80]

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