High Court wants STB to hear Regent Court sale appeal

[mr funny]

Published April 17, 2008

Court directs Regent Garden sale to Allgreen to proceed

By CHEW XIANG


THE stop-start en bloc sale of Regent Garden, a 31-unit West Coast Road condominium, to Allgreen Properties looks set to finally go through after the High Court yesterday directed the majority owners to complete the agreement.

The court also ruled that the Strata Titles Board's decision in January to reject the deal was irrelevant and ordered the majority owners to pay costs to Allgreen, the developer.

The agreement with Allgreen, originally signed in April last year, was first delayed when six owners out of the 31 held out.

When the dissenting six finally agreed to sell out by November, the majority owners, who together own 25 units and over 80 per cent of the share value in Regent Garden, did an about turn and tried to abort the deal, arguing that the $34 million sale price was too low partly because of a wrongly estimated $7.2 million development charge.

They wanted the High Court to void the agreement, or alternatively, to award damages or an addition to the sale price.

Allgreen, represented by Davinder Singh of Drew & Napier LLC, itself went to the High Court in mid-January to ask for an order requiring the majority owners to complete the sale deal. The six minority owners joined in the proceedings as well.

But on Jan 30, the Strata Titles Board ruled the sale had not been done in good faith because Regent Garden's valuation was wrong and well below the market price.

Yesterday, Allgreen said in a statement that 'the decision by the High Court is a victory for the sanctity of contract and is a strong message that owners will be held to their bargain'.

'The court's decision is very good news for the entire industry,' said Allgreen.

The majority owners were represented by Molly Lim of Wong Tan & Molly Lim LLC.

[mr funny]

April 17, 2008

Regent Garden owners ordered to complete en bloc sale to Allgreen

By Joyce Teo, Property Correspondent


OWNERS at Regent Garden must complete the collective sale of their condominium after the High Court handed down a landmark decision in favour of developer Allgreen Properties yesterday.

The $34 million sale, which the Strata Titles Board (STB) threw out in late January, must be finalised by May 16.

The decision ends one of the more unusual collective sale disputes.

Initially, 25 owners signed off on the sale in April last year, but they later tried to overturn the deal, claiming, among other things, that the condo was undervalued.

Although the owners had opted for a fixed $34 million price, they were unhappy that a development charge payable by Allgreen turned out to be much lower than expected.

There were six dissenting owners in April, however. They later withdrew their objections, but the case still went to the STB.

The STB usually assesses a sale if there are objections. In this case, however, the sale was now unanimous. Yet, it said it was still required to examine the case, whether objections were filed or not, to satisfy itself that the sale was made in good faith. It axed the deal in January, ruling that it had not been done in good faith.

Allgreen had already asked the High Court for an order to get the majority owners to complete the sale. It argued that the STB had no need to even examine the sale, as all owners had agreed to sell.

The court agreed, ruling that allegations of mistake and breach of contract were without merit and that the STB's decision to halt the sale of the West Coast Road estate was irrelevant. It also ordered the 25 owners to pay Allgreen's costs.

The developer said in a statement last night that the 25 owners who signed the deal had subsequently asked Allgreen to raise its sale price. It refused.

'Allgreen had entered into a solemn contract. It was not prepared on account of the baseless allegations to renegotiate the price,' it said.

The developer also described the decision as a 'victory for the sanctity of contract' and sent a 'strong message' that owners would be held to their bargain.

Allgreen was represented by senior counsel Davinder Singh, while the 25 majority owners were represented by senior counsel Molly Lim.

[Pink4]

Who won in the end?

[James Tan]

Who won in the end?

Doesn't mind who won in the end -- it is the lesson we real estate owners (strata titled) must learn that --- MINORITY OWNERS ARE ALLOWED TO BE PAID TWICE, once from the collective price, and the other from the developer, as per Regent Garden's verdict.

My friends and I have half a dozen properties now talking about en bloc and we shall NOT sign the CSA so that we can get two bites of the cherry.

So, all you potential en bloc sellers, take note of this precedent.

[jsh]

Doesn't mind who won in the end -- it is the lesson we real estate owners (strata titled) must learn that --- MINORITY OWNERS ARE ALLOWED TO BE PAID TWICE, once from the collective price, and the other from the developer, as per Regent Garden's verdict.

My friends and I have half a dozen properties now talking about en bloc and we shall NOT sign the CSA so that we can get two bites of the cherry.

So, all you potential en bloc sellers, take note of this precedent.

Do you have info. that the minority owners were paid twice? If what you say is true then why should any owner want to sign first & be in the majority. Doesn't make sense.

If everyone wants to be the minority in an enbloc sale then there will be no enbloc as nobody would want to be the first to sign.

[Pink4]

Perhaps the power lies in the hands of the sales agents? Whether they are competent enough, sloppy enough or not? Or even the lawyers?

Does anyone has concrete info that the minority owners are paid twice? Please note that postings here are traceable. Let's be responsible in whatever we write.

[James Tan]

Perhaps the power lies in the hands of the sales agents? Whether they are competent enough, sloppy enough or not? Or even the lawyers?

Does anyone has concrete info that the minority owners are paid twice? Please note that postings here are traceable. Let's be responsible in whatever we write.

Yes, the evidence is found in court papers filed by the minorities appeal to the STB decision during which the minority owners admitted in their affidavit on page 8, paragraph 17 that the developer "managed to procure the plaintiffs' (the minorities) consent....". (see attached .pdf file on the affidavit file with the High Court).

How would the developer be able to persuade a 180-degree reversal without compensation?

To put the record straight, the following is the sequence of the events;

1. Regent Garden (RG) signed a Sale and Purchase Agreement agreeing to sell for S$34.0m. on or about April 2007 with a majority of slightly more than 80%, and 6 refusals.

2. In compliance with the LTSA and the conditional S&P, the Sale Committee (SC) applied to the Strata Titles Board (STB) for a sale order.

3. All six dissenters filed their objections at the STB and one minority owner hired his own lawyer and threatened to sue the SC and the majorities if the sale were to go through at $34.0m., claiming that it was worth much more, and that the sale was not transparent because there was only one valid offer, that of Allgreen since the only other "offer" came from a $2 company formed barely a month before the Expression of Interest (EOI) was launched.

4. This was brought to the STB's mediation meeting and upon hearing the objection, STB ordered a re-valuation which was done by the same valuer, DTZ, after taking into account of the development charge, which was revised to S$39.7m.

5 At the second mediation meeting, STB indicated that the sale price of $34.0m was way below market value and indicated that a sale order is unlikely to be granted unless the purchaser agrees to top up to the actual market price. As the buyer could not be represented at the STB, the mediation was adjourned for the sellers to consult the buyers if they were willing to top up.

6. Both buyers and sellers lawyers entered into a negotiation.

7. Suddenly, the buyers' lawyers filed a notice to the sellers' lawyers to complete the sale claiming that 100% unanimity had been achieved because all the six minorities have withdrawn their objection from the STB.

The rest is history.

If the withdrawal of the minorities were obtained BEFORE the revaluation to $39.7m. and BEFORE the STB adjourned the mediation for the sellers to consult the buyers on the top up option, then the majority owners have no case at all.

However, in this case, can we still say there is nothing wrong?

More interesting is that after the STB decision, the minorities filed an appeal against the STB decision. This is fun. Why? You ask?

Firstly, when the minorities withdrawn their objections, they ceased to be a party to the STB application and was promptly asked to seat in the gallery (their lawyers) with the STB V President, Mr. Alfonso Ang remarked "you are here to listen....". So they had no locus standi at the STB.

Now, if they claimed they are part of the 100% (unanimous) since they have withdrawn their objection, then they would be represented by the Sale Committee and cannot act on their own.

Thus, in what capacity, or locus, are they appealing against the STB's ruling? -- do we need to tell anyone that the sun can only rise from the east, not south, north or west?

Given the above facts, which can be verified from court papers, would anyone, from now on, dared to be a majority owner to sign the CSA?

Over my dead body, folks!

[jsh]

Yes, the evidence is found in court papers filed by the minorities appeal to the STB decision during which the minority owners admitted in their affidavit on page 8, paragraph 17 that the developer "managed to procure the plaintiffs' (the minorities) consent....". (see attached .pdf file on the affidavit file with the High Court).

How would the developer be able to persuade a 180-degree reversal without compensation?

To put the record straight, the following is the sequence of the events;

1. Regent Garden (RG) signed a Sale and Purchase Agreement agreeing to sell for S$34.0m. on or about April 2007 with a majority of slightly more than 80%, and 6 refusals.

2. In compliance with the LTSA and the conditional S&P, the Sale Committee (SC) applied to the Strata Titles Board (STB) for a sale order.

3. All six dissenters filed their objections at the STB and one minority owner hired his own lawyer and threatened to sue the SC and the majorities if the sale were to go through at $34.0m., claiming that it was worth much more, and that the sale was not transparent because there was only one valid offer, that of Allgreen since the only other "offer" came from a $2 company formed barely a month before the Expression of Interest (EOI) was launched.

4. This was brought to the STB's mediation meeting and upon hearing the objection, STB ordered a re-valuation which was done by the same valuer, DTZ, after taking into account of the development charge, which was revised to S$39.7m.

5 At the second mediation meeting, STB indicated that the sale price of $34.0m was way below market value and indicated that a sale order is unlikely to be granted unless the purchaser agrees to top up to the actual market price. As the buyer could not be represented at the STB, the mediation was adjourned for the sellers to consult the buyers if they were willing to top up.

6. Both buyers and sellers lawyers entered into a negotiation.

7. Suddenly, the buyers' lawyers filed a notice to the sellers' lawyers to complete the sale claiming that 100% unanimity had been achieved because all the six minorities have withdrawn their objection from the STB.

The rest is history.

If the withdrawal of the minorities were obtained BEFORE the revaluation to $39.7m. and BEFORE the STB adjourned the mediation for the sellers to consult the buyers on the top up option, then the majority owners have no case at all.

However, in this case, can we still say there is nothing wrong?

More interesting is that after the STB decision, the minorities filed an appeal against the STB decision. This is fun. Why? You ask?

Firstly, when the minorities withdrawn their objections, they ceased to be a party to the STB application and was promptly asked to seat in the gallery (their lawyers) with the STB V President, Mr. Alfonso Ang remarked "you are here to listen....". So they had no locus standi at the STB.

Now, if they claimed they are part of the 100% (unanimous) since they have withdrawn their objection, then they would be represented by the Sale Committee and cannot act on their own.

Thus, in what capacity, or locus, are they appealing against the STB's ruling? -- do we need to tell anyone that the sun can only rise from the east, not south, north or west?

Given the above facts, which can be verified from court papers, would anyone, from now on, dared to be a majority owner to sign the CSA?

Over my dead body, folks!

Do you have details of how much was paid if any was paid at all to secure the minority consensus. I couldn't find any evidence from the attached affidavit.

[Investor]

Yes, the evidence is found in court papers filed by the minorities appeal to the STB decision during which the minority owners admitted in their affidavit on page 8, paragraph 17 that the developer "managed to procure the plaintiffs' (the minorities) consent....". (see attached .pdf file on the affidavit file with the High Court).

How would the developer be able to persuade a 180-degree reversal without compensation?

To put the record straight, the following is the sequence of the events;

1. Regent Garden (RG) signed a Sale and Purchase Agreement agreeing to sell for S$34.0m. on or about April 2007 with a majority of slightly more than 80%, and 6 refusals.

2. In compliance with the LTSA and the conditional S&P, the Sale Committee (SC) applied to the Strata Titles Board (STB) for a sale order.

3. All six dissenters filed their objections at the STB and one minority owner hired his own lawyer and threatened to sue the SC and the majorities if the sale were to go through at $34.0m., claiming that it was worth much more, and that the sale was not transparent because there was only one valid offer, that of Allgreen since the only other "offer" came from a $2 company formed barely a month before the Expression of Interest (EOI) was launched.

4. This was brought to the STB's mediation meeting and upon hearing the objection, STB ordered a re-valuation which was done by the same valuer, DTZ, after taking into account of the development charge, which was revised to S$39.7m.

5 At the second mediation meeting, STB indicated that the sale price of $34.0m was way below market value and indicated that a sale order is unlikely to be granted unless the purchaser agrees to top up to the actual market price. As the buyer could not be represented at the STB, the mediation was adjourned for the sellers to consult the buyers if they were willing to top up.

6. Both buyers and sellers lawyers entered into a negotiation.

7. Suddenly, the buyers' lawyers filed a notice to the sellers' lawyers to complete the sale claiming that 100% unanimity had been achieved because all the six minorities have withdrawn their objection from the STB.

The rest is history.

If the withdrawal of the minorities were obtained BEFORE the revaluation to $39.7m. and BEFORE the STB adjourned the mediation for the sellers to consult the buyers on the top up option, then the majority owners have no case at all.

However, in this case, can we still say there is nothing wrong?

More interesting is that after the STB decision, the minorities filed an appeal against the STB decision. This is fun. Why? You ask?

Firstly, when the minorities withdrawn their objections, they ceased to be a party to the STB application and was promptly asked to seat in the gallery (their lawyers) with the STB V President, Mr. Alfonso Ang remarked "you are here to listen....". So they had no locus standi at the STB.

Now, if they claimed they are part of the 100% (unanimous) since they have withdrawn their objection, then they would be represented by the Sale Committee and cannot act on their own.

Thus, in what capacity, or locus, are they appealing against the STB's ruling? -- do we need to tell anyone that the sun can only rise from the east, not south, north or west?

Given the above facts, which can be verified from court papers, would anyone, from now on, dared to be a majority owner to sign the CSA?

Over my dead body, folks!

This is already history and this en-bloc case is an exceptional one and was done in accordance with old regulations.

The new laws require valid land valuation before accepting the tender offer and must be approved by EOGM. It also requires a lot of transparence of long procedures before getting ready for open tender.

Frankly, there is not much change for minority owners to hit two times!

[Pink4]

But you said they got paid twice, meaning what? If everyone gets paid $1m, they got paid $2m?

Don't be so bitter lah. Learn the lesson and don't do enblocs anymore. In the first place, it was the majority who first agreed to sell, otherwise, why is there "majority" and "minority"? Minitory must have felt very aggrieved. I think somewhere someone has been sloppy.

[James Tan]

Do you have details of how much was paid if any was paid at all to secure the minority consensus. I couldn't find any evidence from the attached affidavit.

If you are in the minorities' shoes, would you dare state the figure or kind of compensation?

And if the minorities made such a show objecting at the STB with their own lawyers, would they withdraw their objections without adequate compensation? Would you if you are one of them?

There have been many cases where the minorities withdrawn their objections, but they simply walked away. In this case, the RG minorities did not just walk away; they actually appealed against the STB decision. Think, why would they want to spend money hiring an expensive Allen & Gledhill to appeal if there is no substantial benefit? The writing is clearly written on the wall.

[jsh]

If you are in the minorities' shoes, would you dare state the figure or kind of compensation?

And if the minorities made such a show objecting at the STB with their own lawyers, would they withdraw their objections without adequate compensation? Would you if you are one of them?

There have been many cases where the minorities withdrawn their objections, but they simply walked away. In this case, the RG minorities did not just walk away; they actually appealed against the STB decision. Think, why would they want to spend money hiring an expensive Allen & Gledhill to appeal if there is no substantial benefit? The writing is clearly written on the wall.

The writing as many people will believe is already on the wall . Thats why I am wondering why there were seemingly no queries at all as someone interested in future to enbloc my property.

[James Tan]

This is already history and this en-bloc case is an exceptional one and was done in accordance with old regulations.

The new laws require valid land valuation before accepting the tender offer and must be approved by EOGM. It also requires a lot of transparence of long procedures before getting ready for open tender.

Frankly, there is not much change for minority owners to hit two times!

Incorrect. In most en bloc sales, there is frequently one or two guys who got the extras, but all the extras are paid with the consent of the SC and the majority owners although differently funded.

In a small 12-unit development off Balestier Road (neighbour of the old Lok Cho, to be exact), the sole dissenter was paid extras, but with the consent of the rest.

Regent Garden's case is completely different in that the developer negotiated directly with the minorities ......

and, more importantly, is that STB had indicated that the sale order would not be granted if the sale price is too low as provided for under the LTSA.

If the buyer had gone the traditional route of getting either the marketing agent (with the consent of the SC) or the majority owners to negotiate with the 6 minorities and obtained their (the minorities' consent), then the issue of price, under or over, cheap or expensive, does not arise and the majority owners have no case at all even if the estate was sold for a song.

Yes, the amended LTSA would take care of two problems: a public tender, not EOI, and a valuation, although the valuation could still be disputed, but at least the transparency is there, the public tender.

The three cases -- Horizon Tower, Tulip Garden and Regent Garden -- should provide food for thought: is it safe to join the en bloc train?

[Pink4]

Hey, you seem to know the history of Regent Garden very well - are you one of the owners?

I just did a google search on the old articles. It seems that the majority sold their properties through expression of interest, then went to apply to the STB for approval. The minorities objected at this point. So, if my simple conclusion is right, the majority, so called, because 80% (or 90%?) has in the first place agreed to sell at that price. Minority decided to withdraw, then majority sued because they are not happy with the development charge.

I am still confused, why did the majority back track when they have agreed to sell at that price in the first place?

By the way, where to get those court documents, anyone can help please?

[James Tan]

But you said they got paid twice, meaning what? If everyone gets paid $1m, they got paid $2m?

Don't be so bitter lah. Learn the lesson and don't do enblocs anymore. In the first place, it was the majority who first agreed to sell, otherwise, why is there "majority" and "minority"? Minitory must have felt very aggrieved. I think somewhere someone has been sloppy.

Sorry to confuse you, I am not bitter, but cannot stand injustice. If you see a young girl being beaten up by a group of thugs on the street, can you have no feelings at all?

I said they got paid twice or received two cheques, but did not say the same amount because the second one is undisclosed, confidential, secret....

The irony is this: some of the minorities had to be compensated from the $34.0m sale price because they bought high during the boom years -- so called financial loss.

But these minorities are now receiving a second cheque which would probably make their profits even more than the majorities and yet they want to claim further compensation from the $34 m sale in the original "financial loss" situation? Is this fair?

In this sense, we may even say that some of the minorities are even getting not one, not two, but THREE cheques -- one from the share of the $34.0m, a second from the top up for financial loss using the $34.0 sale price formula, and the third cheque (an undisclosed amount) from the developer.

Would you not like to be one such minority owner? That is why I am going to be a minority owner, definitely not a majority signer, if there is ever en bloc opportunity for me.

The question of who first agree to sell is not relevant. What is relevant is who plays dirty?

[Pink4]

Thanks for your explanation, but I still don't really understand - financial loss? Never mind. I really don't mind if there is no enbloc, because that will jack up property prices.

[James Tan]

Hey, you seem to know the history of Regent Garden very well - are you one of the owners?

I just did a google search on the old articles. It seems that the majority sold their properties through expression of interest, then went to apply to the STB for approval. The minorities objected at this point. So, if my simple conclusion is right, the majority, so called, because 80% (or 90%?) has in the first place agreed to sell at that price. Minority decided to withdraw, then majority sued because they are not happy with the development charge.

I am still confused, why did the majority back track when they have agreed to sell at that price in the first place?

By the way, where to get those court documents, anyone can help please?

Incorrect. The majority did not sue because of the development charge issue.

The development charge issue was featured because it affects the residual value of the estate which STB needed to approve, but did not approve because it was way off.

In defence, the purchaser then played on this point to say that the majority owners back tracked.

When the STB tossed out the sale, both purchasers and minorities acted to force the sale through, the purchaser with an OS for specific performance claiming that the sellers had 100%, whereas the minorities challenged the STB's role as you can read in the affidavit attached in my earlier reply.

The question is HOW WAS THE WITHDRAWAL OF THE MINORITIES OBTAINED?

Can we honestly say that the procurement of the withdrawal is transparent and above board? If so, why was the settlement amount paid to the minorities not made transparent?

[James Tan]

Thanks for your explanation, but I still don't really understand - financial loss? Never mind. I really don't mind if there is no enbloc, because that will jack up property prices.

Financial loss in an en bloc sale simply means that if you bought the property at, say, $1.0m., but the en bloc proceeds offers only $950,000, then you would have suffered a financial loss of $50,000 plus 4% of $1.0m. which is allowed for stamp duties, legal fees, etc.

Thus, your total financial loss in the above case would be $90,000, and under the LTSA rules, the majority owners must chip in to make up the $90,000 so that you would not suffer the loss.

This is possible when someone buys in at the peak in 2005 - 6.

In Regent Garden's case, assume you are the above minority owner. The majority owners must make up the $90,000 financial loss, and, in addition, the developer gives you a cheque for your withdrawal from the STB.

Now take the case of your neighbour in exactly the same position as yours, but signed the CSA and therefore is a majority owner. His financial loss of $90,000 will be covered by the $34.0m sale price, but he does not get the extra cheque from the purchaser. Is this fair to him?

[DrMinority]

In Regent Garden's case, assume you are the above minority owner. The majority owners must make up the $90,000 financial loss, and, in addition, the developer gives you a cheque for your withdrawal from the STB.

Now take the case of your neighbour in exactly the same position as yours, but signed the CSA and therefore is a majority owner. His financial loss of $90,000 will be covered by the $34.0m sale price, but he does not get the extra cheque from the purchaser. Is this fair to him?

Interesting, James Tan.. You seem to know the enbloc regulations quite well. Financial loss, as you and most people know, is one of the few clear cut cases of STB dismissal. Any minority owner who objects due to financial loss can almost certainly throw out the sale singlehandedly. That is why most agents advice, in estates with several financial loss (FL) cases, to put aside an amount of money from the proceeds, which will be used to 'top up' these FL so that they no longer justify going to STB as a financial loss.

It would not make any logical sense for an owner who stands to suffer financial loss from signing the CSA, as s/he would lose all rights to claim for that loss, or throw the sale out. But let's say he is silly enough to sign away that right, and sign the CSA, then he really should've known better or at least have sought legal advice. He will NOT get an extra cheque not because it's unfair to him, but because he didn't know the law. The unfairness is from his lack of knowledge of what he is entitled to.

As for the certainty of the 'financial incentive' for which minority owners pulled out their objections, unless it emerged during the court hearings that they have indeed been paid above and beyond other owners, I'm going to consider the 'double pay' angle as hearsay, no matter how convincing it might be

Curiously, such incentives are common practice in businesses such as car purchases, is it not, where agents would offer a part of their commission to provide incentives for owners to buy the car with them - new sports rims, spoilers, solar film, cash discount etc. So if developers offer incentives for minority owners - the very people that stand a chance of blocking the sale - why should it be considered unfair? You're right of course - signing the CSA means a loss of numerous rights, as well as (in this case) cash incentives.

But consider this - the financial incentive becomes less when the agent finds that nobody is signing the CSA (because everyone wants the benefit of that incentive from being a minority), then when the signing is getting nowhere, what happens? Agent bumps up the RP. That increase in the RP, in a way, will help alleviate some financial loss cases, as well as distribute the cash incentives towards everyone, so even the majority owners get a portion of it and minority owners have a smaller chance of fighting on the grounds of low RP.

Of course, there are minority owners who refuse to sign not because of the hopeful incentive, but because they really like their homes

[James Tan]

Interesting, James Tan.. You seem to know the enbloc regulations quite well. Financial loss, as you and most people know, is one of the few clear cut cases of STB dismissal. Any minority owner who objects due to financial loss can almost certainly throw out the sale singlehandedly. That is why most agents advice, in estates with several financial loss (FL) cases, to put aside an amount of money from the proceeds, which will be used to 'top up' these FL so that they no longer justify going to STB as a financial loss.

It would not make any logical sense for an owner who stands to suffer financial loss from signing the CSA, as s/he would lose all rights to claim for that loss, or throw the sale out. But let's say he is silly enough to sign away that right, and sign the CSA, then he really should've known better or at least have sought legal advice. He will NOT get an extra cheque not because it's unfair to him, but because he didn't know the law. The unfairness is from his lack of knowledge of what he is entitled to.

As for the certainty of the 'financial incentive' for which minority owners pulled out their objections, unless it emerged during the court hearings that they have indeed been paid above and beyond other owners, I'm going to consider the 'double pay' angle as hearsay, no matter how convincing it might be

Curiously, such incentives are common practice in businesses such as car purchases, is it not, where agents would offer a part of their commission to provide incentives for owners to buy the car with them - new sports rims, spoilers, solar film, cash discount etc. So if developers offer incentives for minority owners - the very people that stand a chance of blocking the sale - why should it be considered unfair? You're right of course - signing the CSA means a loss of numerous rights, as well as (in this case) cash incentives.

But consider this - the financial incentive becomes less when the agent finds that nobody is signing the CSA (because everyone wants the benefit of that incentive from being a minority), then when the signing is getting nowhere, what happens? Agent bumps up the RP. That increase in the RP, in a way, will help alleviate some financial loss cases, as well as distribute the cash incentives towards everyone, so even the majority owners get a portion of it and minority owners have a smaller chance of fighting on the grounds of low RP.

Of course, there are minority owners who refuse to sign not because of the hopeful incentive, but because they really like their homes

Thank you, Dr. Minority, for your compliments and input.

You are perfectly correct that financial loss is a sure stopper to any en bloc sale and thus, any marketing agent and en bloc lawyer worth their salt would have incorporated a compensation clause in the CSA to top up all financial loss cases.

The industry practice is to set aside 3% of the sale price into a FLC account and after all the FL cases have been topped up, the surplus is then re-distributed to the rest of the owners.

The Regent Garden CSA made the same provision and so there was no FL case, so as to speak. Thus, the minorities’ main objections were (a) sale price of $34.0m. too cheap, below market price with DC error, and (b) process was not transparent because there was no public tender and there was only one genuine offer (Allgreen), the other offer from Tiara Investments for $30.0m. could not be a bona fide one because Tira was incorporated only in January 2007, just a month before the EOI and with a paid up capital of $2 and without any track record, how could they afford a $30.0m. bid. I shall make a trip to the STB to apply for a copy of the affidavit and post it on this thread for the benefit of all readers.

Yes, you are also correct that it is common practice for minorities to be paid extras to procure their signature on the CSA as claimed by the RG purchaser, Allgreen Properties. They even filed an affidavit by the MD of Knight Frank, as their "independent" witness to this effect, in their OS for specific performance, and their stand was simply this:

"Hey guys, we are your (the majority owners) saviour. Your neighbours (the minorities) refused to sign the CSA and wanted more money and we paid out of our own pockets to help you secure the 100% consensus. So what are you complaining?"

On that basis, I would agree that the majority owners ought to be sent to the gallows for being ungrateful. But is this the truth?

I had read Mr. Tan’s affidavit (MD of Knight Frank), and will get a lawyer friend to apply for a copy this afternoon and post on the thread for all to see.

Essentially, Mr. Tan said that it is common practice for minority owners to be paid extras... BUT it is always the majority owners themselves, or through their marketing agents, to negotiate with the minority owners and paid them or consent to pay them. No where in Mr. Tan’s affidavit did he claimed that it is a common practice FOR THE PURCHASER to negotiate directly with the minority owners and paid or compensate them directly.

Then, how does the industry handle such payments? In cases where the amount is not large, the majority owners increase their FL fund to make the payout. But in cases where it is high or the majority owners are not willing to reduce their share, and the purchaser is willing to contribute, then the marketing agent comes into the picture.

The marketing agent, under the pretext that without a sale he gets no commission, would offer to pay out of his commission, and "in appreciation", the purchaser would pay the marketing agent a commission since it is common practice for housing (marketing) agents to be paid a commission by both sellers and buyers. Period, case closed.

In some cases of very small estates and the purchasers are small contractor-developers without deep pockets, and where the majority owners were not prepared to dig their own pockets, a different strategy was employed.

The SnP then included the transfer of the MCST’s reserves, and under a supplementary agreement, the purchaser agreed to an additional payment to pay the minority owner to procure his signature or withdrawal from the STB. When the minority owner found out later, it was too late to stop the sale, and could only complain to the authorities. This is why the amended LTSA now require the purchaser to return all reserves.


One interesting observation you may wish to verify is that Mr. Tan, MD of Knight Frank, was asked by the purchaser to file his affidavit in support as an "INDEPENDENT" expert witness. But if you check the websites of both Allgreen and Knight Frank, you will find that KF is also the sole marketing agent for several of Allgreen’s projects. Can Mr. Tan be truly "independent"?

I shall deal with your issue of evidence of gratification in the afternoon as this reply can get too long.

[James Tan]

Interesting, James Tan.. You seem to know the enbloc regulations quite well. Financial loss, as you and most people know, is one of the few clear cut cases of STB dismissal. Any minority owner who objects due to financial loss can almost certainly throw out the sale singlehandedly. That is why most agents advice, in estates with several financial loss (FL) cases, to put aside an amount of money from the proceeds, which will be used to 'top up' these FL so that they no longer justify going to STB as a financial loss.

It would not make any logical sense for an owner who stands to suffer financial loss from signing the CSA, as s/he would lose all rights to claim for that loss, or throw the sale out. But let's say he is silly enough to sign away that right, and sign the CSA, then he really should've known better or at least have sought legal advice. He will NOT get an extra cheque not because it's unfair to him, but because he didn't know the law. The unfairness is from his lack of knowledge of what he is entitled to.

As for the certainty of the 'financial incentive' for which minority owners pulled out their objections, unless it emerged during the court hearings that they have indeed been paid above and beyond other owners, I'm going to consider the 'double pay' angle as hearsay, no matter how convincing it might be

Curiously, such incentives are common practice in businesses such as car purchases, is it not, where agents would offer a part of their commission to provide incentives for owners to buy the car with them - new sports rims, spoilers, solar film, cash discount etc. So if developers offer incentives for minority owners - the very people that stand a chance of blocking the sale - why should it be considered unfair? You're right of course - signing the CSA means a loss of numerous rights, as well as (in this case) cash incentives.

But consider this - the financial incentive becomes less when the agent finds that nobody is signing the CSA (because everyone wants the benefit of that incentive from being a minority), then when the signing is getting nowhere, what happens? Agent bumps up the RP. That increase in the RP, in a way, will help alleviate some financial loss cases, as well as distribute the cash incentives towards everyone, so even the majority owners get a portion of it and minority owners have a smaller chance of fighting on the grounds of low RP.

Of course, there are minority owners who refuse to sign not because of the hopeful incentive, but because they really like their homes

Thank you, Dr. Minority, for the patience. I have obtained the two affidavits and post them herewith for the benefit of all readers.


Let me now deal with your issue on the evidence.

In criminal law, to sustain a charge of murder, both hard and soft evidence are required, the hard evidence being the body (corpse) of the victim, and the murder weapon, while the soft evidence is the intention to commit murder.


Take a fatal traffic accident, for instance. If you drive and kill a pedestrian on the road and you fled the scene of the accident when there was no evidence of danger to your life (e.g. threatened by passers by), then you may be charged for murder if it can be proven that you know the victim, either has a grudge against the victim or been paid to kill the victim, which is the soft evidence while the hard evidence is the body of the victim and the "murder weapon", the car.


If you did stop to offer assistance, and you do not know the victim from Adams, then it is merely negligent driving or a rash act, not murder, not even manslaughter.

In the 1970s, there was this famous case in which the body of the victim was never found -- the Sunny Ang murder.

Sunny Ang bought life insurance heavily on his girlfriend, Jenny, then took her out on a deep sea diving expedition, just two of them, and returned alone, made a police report of an accident when their boat overturned and Jenny was swept away by the strong currents.

There was no eye witness to prove that Jenny was thrown into the seas, neither was there anyone to testify that the boat capsized and Jenny was swallowed by the waves.

Although Sunny had two family lawyers, his sister, Juliet, and Juliet’s husband, Sunny was sentenced to death purely on CIRCUMSTANTIAL EVIDENCE, without the hard evidence of the victim’s body or any weapon -- only the life insurance policies which named Sunny as the sole beneficiary.

It is common knowledge that criminal law’s requirement for evidence is far stricter than in civil law and yet circumstantial evidence was adequate to convict Sunny Ang for the most serious penalty, death.

Now look at the facts of the Regent Garden’s case:

1. Minority owners were very bitter about the $34.0m. sale from the tone of Mr. Liu’s affidavit, see .pdf file attached. Under sub-heading "Sale Price is below Valuation", para 11, Mr. Liu objected to the $34.0m as way below valuation.

2. further down the affidavit, under sub-section "Lack of Transparency", the minority owner raised an important point about the validity of Tiara Investments’ offer (para 26.)

3. the procurement of the minority owners’ consent and withdrawal was done AFTER the revaluation and AFTER STB indicated that the sale order would not be granted unless the price is topped up, and NOT BEFORE.

4. the negotiations were made DIRECTLY by the purchaser (or their agents), and not through the majority owners or the en bloc marketing agents (we shall analyse Mr. Tan Tiong Cheng's affidavit (MD of Knight Frank) below.

5. the minority owners suddenly say $34.0m is good, after rejecting earlier, and not only good, but must sell failing which they filed an appeal against the STB’s decision. Does this make sense to anyone?

Isn’t it reasonable to conclude from the above that:

a. purchasers wanted to get out of the STB ruling by procuring the minorities withdrawal directly so as to force the majority owners to sell at the undervalue price of S$34.0m.?

b. is there any possibility, even the most remote possibility, that all the 6 minorities withdrew their objections without any form of compensation?

c. is the manner of procuring the minorities’ withdrawal (and the obvious payment or promise of gratification) transparent, above board, or in line with industry practice? Let us examine industry practice as declared by Mr. Tan in his affidavit.

In para 12, Mr. Tan said:

"As such, in my experience and to my knowledge of other instances where Minority Owners do not initially agree to the sale, the Majority Owners and/or the agent handling the collective sale on behalf of the Majority Owners may enter into discussions with the Minority Owners to facilitate the collective sale, seeking thereby to avoid the risk that the STB might not eventually grant the Collective Sale Order. ..... .. In other cases, the Majority Owners agree to pay the Minority Owners a premium in order to procure their consent to the collective sale."

Note that Mr. Tan did not bring the purchaser into the picture at all.

In para 13, Mr. Tan reiterated his position, viz:

"From my years of dealing with the collective sales of residential developments, it is my experience that the practice of the Majority Owners paying the Minority Owners a premium in order to procure their consent is not unusual." (the emphasis is mine).

Note again Mr. Tan said it was the Majority Owners paying the Minority Owners, not the purchaser.

And in para 14, Mr. Tan added:

"It is also my experience that it is not uncommon for the developer ... to contribute to the payment of the premium to the Minority Owners ....."

From the above three paragraphs, it is clear that:-

a. it is the Majority Owners who should negotiate and pay the Minority Owners, not the developer, and

b. the developer may CONTRIBUTE to the payment, not making the payment directly without the knowledge or consent of the Majority Owners.

The legal titan for the developers played on Mr. Tan’s words that it is "not uncommon for the developer to contribute..." in Regent Garden’s case whereas the truth is that it was not a mere contribution, but a DIRECT PROCUREMENT and PAYMENT or promised payment. Period.

If A seek a loan from B, but B has no money, so B’s friend C "contributed to the loan". Did C lend the money to A? Can C sue for the repayment of the loan from A?

Commonsense, isn’t it? C has no claim on A, but C has a claim on B, whereas B has a claim on A, and in fact, A may not even know C personally.

I strongly believe our readers are intelligent people with a strong sense of justice and will be able to arrive at the logical conclusion from the facts and supporting documentary evidence which are all court papers, not my creation.

Thank you.

[Fred]

Thank you both Mr James Tan and Dr Minority for the insights.

I'm just wondering whether paying ex-gratia sum to the minority by the Buyer which is kinda hard to prove(altho we can concur this from the various newspaper reports that the Buyer actually never denied paying. Silence means consent?) means they dont have to declare to their shareholders that the purchase price is actually now higher? What is the implication when declaring taxes? And can the minority get away with paying higher income tax ?

I'm asking this because I've just received an enbloc notice at my estate. Going by the Regent Garden case, I should hold out and be the minority, right? Then I can get paid twice? How do I avoid paying extra taxes? Open a swiss account?

What I had heard from the grapevine is that Allgreen is supposed to be non-litigious gentlemen belonging to the old school. Why would they even want to deal with the minority when they have already got such a good deal ? Even paying the extra Devt charge , which adds up to abt 39 million would still have made the buy a steal, going by how the market shot up last year. Wah, they win big, man. Now the majority also has to pay their legal costs. Tut, tut. I'd better be careful with what I say. Some people can afford titan lawyers. I cant.

I'd better tell my enbloc committee people to read this forum and LEARN from the losers and winners. But I will be in the Minority.

Fred

[Pink4]

I did a check at the IRAS site and found this. Good to know. Thanks.


http://www.iras.gov.sg/irasHome/page03.aspx?id=152

Generally, the gains derived from the sale of a property is not taxable as it is a capital gain.

However, if a person is deemed to be trading in properties, the gain from the sale is income and it is taxable. As to whether a person is deemed to be carrying on a trade, it depends on the circumstances of that individual.
To determine if a person is trading in properties, IRAS applies a set of guidelines known as the "badges of trade". There are criteria under the badges of trade and IRAS considers all facts of each case to determine whether the gains are taxable.
Examples of the criteria are as follows:

• Frequency of transactions (buying and selling of properties)
• Reasons for acquiring and selling of property
• Financial means to hold the property for long term
• Holding period

[James Tan]

Thank you both Mr James Tan and Dr Minority for the insights.

I'm just wondering whether paying ex-gratia sum to the minority by the Buyer which is kinda hard to prove(altho we can concur this from the various newspaper reports that the Buyer actually never denied paying. Silence means consent?) means they dont have to declare to their shareholders that the purchase price is actually now higher? What is the implication when declaring taxes? And can the minority get away with paying higher income tax ?

I'm asking this because I've just received an enbloc notice at my estate. Going by the Regent Garden case, I should hold out and be the minority, right? Then I can get paid twice? How do I avoid paying extra taxes? Open a swiss account?

What I had heard from the grapevine is that Allgreen is supposed to be non-litigious gentlemen belonging to the old school. Why would they even want to deal with the minority when they have already got such a good deal ? Even paying the extra Devt charge , which adds up to abt 39 million would still have made the buy a steal, going by how the market shot up last year. Wah, they win big, man. Now the majority also has to pay their legal costs. Tut, tut. I'd better be careful with what I say. Some people can afford titan lawyers. I cant.

I'd better tell my enbloc committee people to read this forum and LEARN from the losers and winners. But I will be in the Minority.

Fred

Another member, Pink 4, has done some research on tax liabilities (see above) and he is right that all profits or gains from en bloc sales are not taxable as income nor as capital gains in Singapore.

Compensation of any form is also not subject to income tax. For example, a manager is paid six months salary in lieu of notice when his services is terminated. That is compensation for loss of office and is neither taxable nor subject to CPF contributions.

I happened to meet a lawyer friend during dinner an hour ago and he is a close friend of Molly. According to him, Molly said that Davinder Singh admitted to Justice Lee that payment was made, but refused to disclose the amount.

According to my lawyer friend, Molly recommended that the majority owners appeal to the Court of Appeal, but some of the owners wanted to teach Allgreen and the other developers a lesson by NOT appealing because if they win on appeal, then the en bloc threat is removed.

If there is no reversal of yesterday's court ruling, then it becomes a precedent for minority owners to openly accept gratification from the developers without having to worry about the Prevention of Corruption Act.

This will lead to owners wanting to stay as minority owners to enjoy the bonus and if everybody refuses to sign the CSA, then where is the en bloc sale?

In this way, the housing developers will have no en bloc opportunities and it will probably check the supply of private housing since each en bloc means a doubling or tripling of units. This will strengthen real estate prices.

Maybe a blessing in disguise.

[DrMinority]

I happened to meet a lawyer friend during dinner an hour ago and he is a close friend of Molly. According to him, Molly said that Davinder Singh admitted to Justice Lee that payment was made, but refused to disclose the amount.

According to my lawyer friend, Molly recommended that the majority owners appeal to the Court of Appeal, but some of the owners wanted to teach Allgreen and the other developers a lesson by NOT appealing because if they win on appeal, then the en bloc threat is removed.

I'd be very careful of stating something like this in an open forum, especially what was said by Molly Lim of Wong Tan and Molly Lim LLC. I believe that it is unprofessional of lawyers (and even punishable) to exchange information about a case (in this case from Molly to your lawyer friend who then told you) and may constitute libel. You may want to consider such statements carefully, my friend.

If there is no reversal of yesterday's court ruling, then it becomes a precedent for minority owners to openly accept gratification from the developers without having to worry about the Prevention of Corruption Act.

This will lead to owners wanting to stay as minority owners to enjoy the bonus and if everybody refuses to sign the CSA, then where is the en bloc sale?

I'm actually uncomfortable with the implications of what you're saying. Minority owners exist because they do not wish to sign the CSA for various reasons, ranging from pure greed (as claimed in your examples above, with regards to Allgreen) to those who genuinely feel that they are losing their homes and have a right to defend it, within the limits of existing law. To broadbrush all minority owners as greedy or that they become one for gratification is to stereotype them all.

It's like me saying that majority owners in Allgreen are ALL plain upset because they did not get the slice of the pie from the developers that the minority owners received, and hence are decrying the undisclosed compensation, and assuming to take the moral high ground by proclaiming such underhanded techniques unfair.

Now the previous paragraph is a stereotyped projection of majority owners being greedy and I do not presume that it is the case in Allgreen, although I can be certainly led to believe it.

Should owners become minority owners for the sake of gratification? I will say this:

1. The case of Regent Gardens is likely a one off incident. Not all developers are willing to negotiate and compensate minority owners directly. Otherwise it'd be a common practice by now.
2. One should abstain from signing the CSA for MORE LEGITIMATE REASONS than the rare hope of gratification which exists only as a minute possibility, given that the minority owners have to present a strong enough case to derail the sale.
3. Legitimate reasons should include that there is something wrong with the sale, with the CSA, with the offer, with the process, enough to make you think twice about putting your signature on a legal and binding document. If you abstain from signing, in hopes of getting more money, then you run the HIGHER risk of losing the sale completely. And getting absolutely nothing.

Now to my curiousity - even IF the developer (and I'm still not saying it is the case, given the circumstantial evidence but that's just me - I don't believe in conspiracy theories lol) did compensate the minority owners, it is in a way a direct contract and agreement between the developer and the owners, which would not, and should not, involve other owners. It's not their business, in other words, what the developer chooses to do. Put in in another way, in terms of 'fairness': If the developer offers ALL MAJORITY owners compensation upon hearing that they are planning to start a protest against the sale ala Horizon Towers, is that fair?

Because, if 'to be fair', that undisclosed sum is revealed to the SC and all owners, you'll get precisely that - a protest against the sale, even if it means breaching the CSA and SPA. That's why, I'm almost positive, that IF the minority owners received compensation, they'd receive conditions akin to the CSA, which would include clauses that requires the minority owners to do their best to ensure the sale is completed with Allgreen (just like all majority owners are required to do so), as well as confidentiality clauses about the compensation.

Just my thoughts

[James Tan]

I'm actually uncomfortable with the implications of what you're saying. Minority owners exist because they do not wish to sign the CSA for various reasons, ranging from pure greed (as claimed in your examples above, with regards to Allgreen) to those who genuinely feel that they are losing their homes and have a right to defend it, within the limits of existing law. To broadbrush all minority owners as greedy or that they become one for gratification is to stereotype them all.

It's like me saying that majority owners in Allgreen are ALL plain upset because they did not get the slice of the pie from the developers that the minority owners received, and hence are decrying the undisclosed compensation, and assuming to take the moral high ground by proclaiming such underhanded techniques unfair.

Now the previous paragraph is a stereotyped projection of majority owners being greedy and I do not presume that it is the case in Allgreen, although I can be certainly led to believe it.

Should owners become minority owners for the sake of gratification? I will say this:

1. The case of Regent Gardens is likely a one off incident. Not all developers are willing to negotiate and compensate minority owners directly. Otherwise it'd be a common practice by now.
2. One should abstain from signing the CSA for MORE LEGITIMATE REASONS than the rare hope of gratification which exists only as a minute possibility, given that the minority owners have to present a strong enough case to derail the sale.
3. Legitimate reasons should include that there is something wrong with the sale, with the CSA, with the offer, with the process, enough to make you think twice about putting your signature on a legal and binding document. If you abstain from signing, in hopes of getting more money, then you run the HIGHER risk of losing the sale completely. And getting absolutely nothing.

Now to my curiousity - even IF the developer (and I'm still not saying it is the case, given the circumstantial evidence but that's just me - I don't believe in conspiracy theories lol) did compensate the minority owners, it is in a way a direct contract and agreement between the developer and the owners, which would not, and should not, involve other owners. It's not their business, in other words, what the developer chooses to do. Put in in another way, in terms of 'fairness': If the developer offers ALL MAJORITY owners compensation upon hearing that they are planning to start a protest against the sale ala Horizon Towers, is that fair?

Because, if 'to be fair', that undisclosed sum is revealed to the SC and all owners, you'll get precisely that - a protest against the sale, even if it means breaching the CSA and SPA. That's why, I'm almost positive, that IF the minority owners received compensation, they'd receive conditions akin to the CSA, which would include clauses that requires the minority owners to do their best to ensure the sale is completed with Allgreen (just like all majority owners are required to do so), as well as confidentiality clauses about the compensation.

Just my thoughts

Thank you for sharing your thoughts, however, facts must speak for themselves, viz:

1. Yes, agree with you whole heartedly that some minorities refused to sell at any price, and I have not labelled ALL minorities as greedy.

2. Yes again, that it is common practice for minorities to be paid extras, BUT, and a very serious BUT, NOT THE WAY OF REGENT GARDEN.

This is confirmed by the affidavit of Mr. Tan Tiong Cheng that it is the majority owners who would negotiate and pay their neighbours, and where financing becomes an issue, the developer may contribute. Period.

3. If the "confidential" payment were made BEFORE STB ordered the revaluation and indicated that the sale would not be approved, then the majority owners will have no case, no case absolutely.

4. Is it not reasonable for the layman to conclude that the payment of the "confidential " payment was to force the sale at the lower price when it became known that STB was going to exercise its discretion under the LTSA?

If still not convinced, the two actions by Allgreen and the minority owners (appeal) confirmed this. Frankly, and unbiasely, who are the real greedy ones in this case (only in this case, not generally)?

Is this a "one off" affair, as developers would like to believe it, or will this be THE BEGINNING OF DOUBLE PAYMENTS, OFFICIALLY?

Remember, ALL fires start with ONE SPARK, just ONE spark, including infernos.

The outcome of this case, if not reversed, will certainly be a step back for the en bloc industry because no one would dare to be the first 80% to sign and for an en bloc to take place from now on, EVERYONE MUST SIGN -- back to the 100% consensus.

Yes, it is a victory for Allgreen, but is it going to be a victory for the industry? We shall see.

I am concerned about this case because my siblings and I have properties that are targets of en bloc sales. Before the Regent Garden case, we were pro-sale, now we are scared stiff to sign any CSA. Some of my friends told me they had just withdrawn their consent, thanks to the amended LTSA giving them the 5-day grace period. We don't want to end up suckers like those in Regent Garden.

[Norman]

4. Is it not reasonable for the layman to conclude that the payment of the "confidential " payment was to force the sale at the lower price when it became known that STB was going to exercise its discretion under the LTSA?

seem to me the culprits are not the minority owners but the SC and agent that screwed up. If they did their homework and checked valuation properly, the minority dun even have a case!

now majority owner feeling he lugi on chance for more money? case of sour grapes?

[Forumer]

seem to me the culprits are not the minority owners but the SC and agent that screwed up. If they did their homework and checked valuation properly, the minority dun even have a case!

now majority owner feeling he lugi on chance for more money? case of sour grapes?

Agree. It's because of the minorities' objections that the valuation issue had surfaced at the mediations. If there had not been any objections, the majorities would not even know that their land had been sold for a song. So why are they crying foul and blaming the minorities now?

If I were them, I won't waste legal fees fighting the minorities or the buyer. Instead I would rather spend the money claiming damages from party/parties who had been negligent, for not having properly determined the value of my land. If the valuer or property agent had done the job properly and valued the land at $39m, which SC (unless they are desperados or specu-vestors) would want to let go their land at $34m?

[James Tan]

Agree. It's because of the minorities' objections that the valuation issue had surfaced at the mediations. If there had not been any objections, the majorities would not even know that their land had been sold for a song. So why are they crying foul and blaming the minorities now?

If I were them, I won't waste legal fees fighting the minorities or the buyer. Instead I would rather spend the money claiming damages from party/parties who had been negligent, for not having properly determined the value of my land. If the valuer or property agent had done the job properly and valued the land at $39m, which SC (unless they are desperados or specu-vestors) would want to let go their land at $34m?

Agree too, the property agent has to be sued.

However, we cannot turn a blind eye to the very fact that the purchaser offered a gratification to the minority owners to force sell at the $34.0m.

As outsiders, we really don't know who is right or who is wrong. All we can conclude now is that minority owners can accept side deals openly (previously it was on the quiet), and so why don't we all just be minority owners from now on and don't sign the CSA?

This is the lesson we should be concerned about, not who win, who lose, who should sue who, who is right and who is wrong, and so on, in the Regent Garden's case because (a) we are not judges, and (b) it simply doesn't affect us.

All we want to know are the facts so that we can be wiser ourselves if we ever be involved in en bloc sales. Don't you agree Norman, and Forumer?

This should be the purpose of this forum, for us to learn and be wiser and not for us to quarrel over other peoples' fortunes or misfortunes and drop names like sour grapes, rotten apple, blah, blah, blah. Pardon me for being too direct.

[Pink4]

It is better to move on. No point spending so much money on legal fees. The fact that CSA was already signed, bid accepted and sealed even before minorities knew what went wrong. Blame the incompetent people who advised the majority.