Horizon Towers Court Case - Minority Owners Want High Court To Overturn STB Decision

Source : The Business Times, January 5, 2008

This again throws successful completion of en bloc sale in doubt

The Horizon Towers saga is far from over. In fact, it's starting anew. Disgruntled minority owners have banded together to appeal against a decision by the Strata Titles Board (STB) last month to approve the en bloc sale of the development.

All nine of the minority owners who originally opposed the collective sale have appealed to the High Court to overturn STB's decision - doing so yesterday, on the last possible day.

What this means is, the successful completion of the collective sale of Horizon Towers is again in doubt, pending the outcome of the appeal.

The High Court is scheduled to hear the minorities' objections on Feb 1.

STB's approval of the en bloc sale was delivered on Dec 7, just days before a Dec 11 deadline for which the sale had to be finalised. The entire sale process is expected to be completed in March.

Lawyers for the minority owners have told BT they will consider applying for a stay of conveyancing proceedings - that is, delaying the completion of the sale - if the outcome of their appeal is not known by then.

The grounds of the appeal filed by the minority owners yesterday are similar to their original objections, heard by STB last year.

The minority owners are appealing against STB's decision on the grounds that the board erred in law by approving the sale and ordering minority owners to be bound by a sale and purchase agreement signed by the majority owners.

The minorities contend that the en bloc sale was conducted in bad faith and prejudiced their interests. They say the then-sales committee had failed to do its duty to ensure the best price was obtained - by failing to ensure the property was properly marketed and failing to ensure the best offer was procured.

The Horizon Towers sales committee agreed to sell the Leonie Hill development to a consortium led by Hotel Properties Ltd (HPL) for $500 million in February last year. The minorities argue that this price is too low, saying property prices had already begun to climb significantly at the time the deal was inked and there had been other offers, above $500 million, for the development.

They said this was a breach of duty, a result of conflicts of interest on the part of some of the sales committee members, lawyers and sales agents who handled the deal.

The minorities also argue that STB prevented them from fully presenting their case when it refused to subpoena former sales committee chairman, Arjun Samtani. The minorities say Mr Samtani acted in bad faith and influenced the sales committee's decisions. They say he was motivated by self-interest because he bought an additional unit in Horizon Towers during the initial stages of the collective sale talks.

Six of the nine minority owners objecting to the en bloc sale are represented by Senior Counsel Michael Hwang and SK Phang. The remaining three are represented by Harry Elias Partnership (HEP).

HEP is appealing on grounds similar to those put by Mr Hwang and Dr Phang - but it is also arguing that there was no fair hearing by the STB, in that the board rushed the hearing and failed to give adequate reasons for its decision on Dec 7.

STB only said then that it had been guided by recent case law and parliamentary debates on rules governing collective sales, and that the minorities had failed to prove their claim that the transaction was carried out in bad faith. The board will release the detailed grounds of its decision later.

HEP partner Philip Fong told BT: 'It's an unfortunate situation the minorities have found themselves in - in which one is deprived of one's rights to one's home, having been told to give up one's home without being told exactly what the reasons are for such a decision.'

The Horizon Towers case has dragged on for almost a year - and is the most closely watched collective sale transaction ever in Singapore, given its dramatic twists and turns.

The majority owners - some of whom were said to have aligned themselves with the minorities when property prices started climbing - have been accused of trying to renege on their agreement with HPL and its partners, and face a potential $1 billion lawsuit from the buyers.