1 The central issue in this appeal is whether the appellant, an unincorporated association by the name of “Chee Hock Keng” (“the Appellant”), has the requisite standing to bring Originating Summons No 1049 of 2014 (“OS 1049”) against the respondent, Chu Sheng Temple (“the Respondent”).

2 The Appellant, which was registered only in June 2014, claims to be the registered form of Chee Hock Keng Temple, which was one of three temples that had merged to form the Respondent in 1978. The Appellant commenced OS 1049 on the ground that the Respondent had breached the rights which it (the Appellant) had as a constituent temple of the Respondent. The judicial commissioner who heard OS 1049 (“the Judge”) dismissed the action on the ground that the Appellant had no standing to bring the claim because it had failed to prove that it was the same entity (albeit in registered form) as Chee Hock Keng Temple (see Chee Hock Keng v Chu Sheng Temple [2015] SGHC 192 (“the Judgment”)). The Appellant then filed the present appeal against the Judge’s decision.

3 On 23 June 2014, the Appellant was registered under the Societies Act (Cap 311, 2014 Rev Ed) (we shall hereafter refer to this Act and its predecessor versions as “the Societies Act”). Its two key office-holders, who deposed affidavits on its behalf in OS 1049, are: (a) its president, Mr Lim Kwee San (“Mr Lim”); and (b) its secretary, Mr Koh Kian Wan (“Mr Koh”).

4 The Respondent is an unincorporated association as well as a registered charity. It was registered as a society under the Societies Act on 27 October 1978. ¹ Its present chairman, who is also its main representative in these proceedings, is Mr Aw Chui Seng (“Mr Aw”).

5 The Respondent was formed in 1978 from three Taoist temples which had relocated to a common property at No 48, Ang Mo Kio Street 61, Singapore 569162 (“the Property”). The three Taoist temples, which we shall hereafter refer to individually as a “constituent temple” and collectively as “the three constituent temples”, are: ²

(a) Chee Hock Keng Temple, the entity that the Appellant claims to be;

(b) Hwa Tong Hoo Temple; and

(c) Ling Chuan Giam Temple.

6 At the time, the three constituent temples had to merge because of the Government’s plans of resettlement in order to free up land. ³ The Government proposed the merger of these temples into a “confederated master temple”, which would then be allocated a plot of land in Ang Mo Kio (ie, the Property). It was envisaged that the three constituent temples would continue to worship their respective deities at this “confederated master temple”.

7 On 20 August 1978, representatives of the three constituent temples met to decide on nine members who were to be part of the Respondent’s management committee for the purposes of registering the Respondent under the Societies Act. At that meeting, Mr Aw, the Respondent’s current chairman, was appointed as the secretary of the Respondent’s management committee. ⁴ A constitution (“the Constitution”) was drafted to regulate the Respondent’s activities.

8 Since the formation of the Respondent in 1978, the three constituent temples have been run by their respective management committees, each of which comprises 15 members. Pursuant to Articles VI(1) and VII of the Constitution, the 15 members of each constituent temple’s management committee have one vote each at the Respondent’s annual general meetings (“AGMs”). From this perspective, the members of each constituent temple’s management committee can be regarded as that temple’s voting representatives at the Respondent’s AGMs. The Respondent itself has a separate 21-member management committee made up of seven representatives from each constituent temple. Each constituent temple’s seven representatives are chosen from the 15 members of that temple’s management committee. At each AGM of the Respondent, the 45 members of the three constituent temples’ management committees will vote to elect six of the 21 persons constituting the Respondent’s management committee as office-holders (as opposed to mere committee members) in the committee.

9 Pursuant to Article VII(5) of the Constitution, the role of the Respondent’s management committee is to:

10 The duties of the three constituent temples, which are described in the Constitution as “member-temples”, are as follows (per Article VII(6) of the Constitution):

11 The three constituent temples share an altar table and a single incense burner in a common area of the Property. ⁵ However, the funds of the three constituent temples are, to some extent, kept distinct, in that out of the six bank accounts held by the Respondent, three accounts are designated for the separate use of each of the temples (ie, one account for each constituent temple), while the other three accounts are designated for collective use. Monies received from the annual events of each constituent temple (eg, the birthdays of the deities which it worships) are kept in the bank account designated for that temple’s use. ⁶ In contrast, monies collected from the donation boxes of the three constituent temples, as well as from the sale of joss sticks, incense papers and other donations, are placed in the Respondent’s main bank account, which is one of the three accounts designated for collective use.

12 These internal arrangements within the Respondent worked well among the three constituent temples until 2014, when signs of internal strife and politics surfaced.

13 At the AGM of the Respondent held on 15 June 2014, certain members of Chee Hock Keng Temple’s management committee were not re-elected to the next management committee of the Respondent. ⁷ These included Mr Lim, the current president of the Appellant, who was then the incumbent chairman of the Respondent’s management committee as well as the chairman of Chee Hock Keng Temple’s management committee. In place of Mr Lim, Mr Aw, the Respondent’s current chairman, was elected. There was also some disagreement at this AGM over the question of why Mr Lim and Mr Koh, who were part of the committee organising the “Seven-Moon” celebrations, had spent $14,000 on the purchase of alcohol for the celebrations without consulting the other committee members. ⁸

14 On 23 June 2014, 11 individuals from the 15-member management committee of Chee Hock Keng Temple registered themselves as “Chee Hock Keng” – ie, the Appellant – under the Societies Act using the Property as its address. These 11 individuals included Mr Lim and Mr Koh, who were made the Appellant’s president and secretary respectively. The Respondent claims that the registration of the Appellant was done behind its back, and that it only knew about the registration in July 2014. It should be noted that although only 11 out of the 15 members of Chee Hock Keng Temple’s management committee as at 23 June 2014 were directly involved in registering the Appellant, the Respondent regards all 15 members as having acted collectively. All of these 15 persons are currently members of the Appellant. Relying on a receipt issued on 14 April 2014 by a company named Chew Management Pte Ltd billing the Appellant for services rendered for the latter’s registration, ⁹ the Respondent asserts that the 15 members of Chee Hock Keng Temple’s management committee must have come up with the plan to register the Appellant before April 2014. ¹⁰

15 In or around August 2014, the newly-elected management committee of the Respondent discovered that there had been withdrawals out of Chee Hock Keng Temple’s account with the Oversea-Chinese Banking Corporation (“the OCBC bank account”). A total of $370,684.15 had been withdrawn or transferred out of that account in June 2014, and the remaining sum of $11,212.00 was subsequently withdrawn on 7 October 2014. ¹¹ The Respondent made police reports in respect of these allegedly unauthorised withdrawals. ¹² Mr Aw asserts that the 15 members of Chee Hock Keng Temple’s management committee mentioned at [14] above must have been the ones who withdrew the money in the OCBC bank account as only he himself, Mr Lim and Mr Koh were authorised signatories of that account.

16 An extraordinary general meeting (“EGM”) of the Respondent was held on 5 October 2014 to discuss, among other matters, the registration of the Appellant, which the Respondent considered to be unauthorised. ¹³ According to Mr Aw, Mr Lim refused to revoke the registration of the Appellant when asked to do so at the meeting. He declined to give any explanation and insisted, on behalf of the other individuals involved in the registration of the Appellant, that they had done nothing wrong. ¹⁴

17 This impasse led three members of the Respondent to present a motion to expel all of the 15 members of Chee Hock Keng Temple’s management committee mentioned at [14] above as members of the Respondent on the ground that they had abetted the unauthorised registration of the Appellant. By a decision which was arrived at by a show of hands, all 15 individuals were expelled as members of the Respondent. ¹⁵ These 15 persons will hereafter be referred to collectively as “the 15 expelled members”, and their expulsion from the Respondent, as “the Expulsion”.

18 On 28 October 2014, another EGM was held (“the 28 October EGM”) for the remaining members of the Respondent to discuss how the Respondent’s and Chee Hock Keng Temple’s respective management committees should be organised in view of the Expulsion. The notice for this meeting was not sent to the 15 expelled members. Mr Aw explained that this was because the Respondent was not obliged to send the notice to non-members. ¹⁶ At this EGM, ¹⁷ the Respondent’s management committee was informed that 15 individuals who had previously served on Chee Hock Keng Temple’s earlier management committees had been elected to the temple’s management committee to replace the 15 expelled members. Seven of the 15 new members of Chee Hock Keng Temple’s management committee were thereafter elected to the Respondent’s management committee.

19 According to the Respondent, the 15 expelled members harassed and caused trouble after the Expulsion. They allegedly: (a) made a false police report that the Respondent had stolen things belonging to Chee Hock Keng Temple from the Property; ¹⁸ (b) accused the Respondent of stealing Chee Hock Keng Temple’s monies; ¹⁹ (c) threatened an employee of the Respondent; ²⁰ and (d) accused the Respondent of illegally collecting donations in the name of Chee Hock Keng Temple. ²¹ The 15 expelled members, on the other hand, claimed that they were only asserting the Appellant’s rights as Chee Hock Keng Temple.

20 On 10 November 2014, the Appellant filed OS 1049 for the following reliefs:

(a) a declaration that the Expulsion of the 15 expelled members was ultra vires the Constitution, and was thus null and void;

(b) an order that the Respondent be restrained from preventing the Appellant from having reasonable access to and use of the Property for the purposes of maintaining and preserving its deities’ altars and other worship paraphernalia;

(c) an order that the Respondent be restrained from preventing the Appellant from having reasonable access to and use of the common areas of the Property for the purposes of conducting worship;

(d) a declaration that the 28 October EGM was ultra vires the Constitution, and was thus null and void as the requisite notice had not been given to either the Appellant or the 15 expelled members;

(e) an order that the Appellant had the sole authority to appoint or remove 15 of its own members (ie, the 15 individuals making up its management committee) as its voting representatives at the Respondent’s AGMs; and

(f) a declaration that the Respondent’s trustees held a one-third undivided share of the leasehold of the Property on trust for the Appellant.

21 In addition to OS 1049, the Appellant filed a summons for an interim injunction to: (a) restrain the Respondent from interfering with its rites at the Property on the designated day of worship for one of its deities; and (b) compel the Respondent to allow it access to and use of the Property. This application was dismissed by the Judge on 30 December 2014 (see the Judgment at [8]). Despite this, however, the parties eventually worked together and achieved a compromise on this particular matter.

22 On 23 December 2014, the Respondent brought Suit No 1339 of 2014 (“Suit 1339”) against the Appellant and three of the 15 expelled members to recover the sums misappropriated from the OCBC bank account and to have the registration of the Appellant under the Societies Act cancelled. The Respondent also alleges in this suit that the Appellant is passing off as Chee Hock Keng Temple.

23 Suit 1339, for which trial dates in November 2016 have been fixed, is not directly relevant to the present appeal as the issue before us in this appeal is whether the Appellant has the requisite standing to bring OS 1049. Suit 1339, on the other hand, involves different issues, including whether the registration of the Appellant was indeed unauthorised.

24 OS 1049 was dismissed by the Judge on the ground that the Appellant had no standing to bring the action. The Judge did not arrive at this conclusion on the basis, as argued by the Respondent, that the three constituent temples ceased to be distinct entities after the formation of the Respondent in 1978. The Judge concluded from the Respondent’s structure, as well as from the functions and responsibilities of the three constituent temples, that each constituent temple was an entity distinct from the other constituent temples as well as from the Respondent. He noted that the voting rights and membership structure of the Respondent contained elements which appeared to militate against this conclusion, but found that, on the whole, the Constitution envisaged that each constituent temple would remain separate and distinct from one another and also from the Respondent. The Judge based his decision, instead, on his finding that the Appellant had failed to prove that it was Chee Hock Keng Temple or, at least, that it comprised substantially the same persons as the persons making up Chee Hock Keng Temple.

25 Although this was sufficient to dispose of OS 1049, the Judge went on to address the other issues raised by the parties. We will not set out those parts of his decision in this judgment because those issues have no relevance to this appeal unless the Appellant first succeeds in convincing us that the Judge erred in finding that it had no standing to bring OS 1049.

26 Throughout these proceedings, the parties have focused their arguments on whether the Appellant is indeed the same entity, albeit in registered form, as Chee Hock Keng Temple. This turns on: (a) whether the three constituent temples ceased to be separate entities when they merged to form the Respondent in 1978; and (b) if they did not cease to be separate entities, whether the Appellant is indeed the registered form of Chee Hock Keng Temple as it claims to be. The Appellant argues that it has the necessary standing to bring OS 1049 because it is the registered form of Chee Hock Keng Temple, which existed even before the formation of the Respondent in 1978. It explains that the registration of the entity known as “Chee Hock Keng” (ie, the registration of the Appellant) was necessary as Chee Hock Keng Temple would otherwise have become an unlawful society pursuant to s 14 of the Societies Act, which prescribes penalties against persons involved in any unincorporated association which is not a “registered society” as defined in s 2 of that Act. The Appellant submits that it must be Chee Hock Keng Temple, given that the 15 expelled members had, on that temple’s behalf, registered the Appellant under the Societies Act. ²²

27 The Respondent, on the other hand, argues that the Appellant cannot be Chee Hock Keng Temple as the three constituent temples ceased to exist as distinct entities after they merged to form the Respondent. It asserts that the Appellant is simply an entity which the 15 expelled members are utilising to further their spiteful and vindictive actions against the Respondent and its constituent temples. ²³ According to the Respondent, the Appellant was formed by a breakaway faction within Chee Hock Keng Temple – ie, the 15 expelled members – after disagreements arose within the Respondent’s management committee about the way in which the 15 expelled members, seven of whom were members of the Respondent’s management committee at that time, were managing the Respondent.

28 In our view, these factual issues are secondary to a more fundamental legal issue which was initially missed by the parties, but which was addressed by both parties’ counsel after we pointed it out during the hearing of this appeal. Chee Hock Keng Temple, which merged with the other two constituent temples to form the Respondent in 1978, was an unregistered unincorporated association. This has certain legal implications. An unincorporated association consists of a mere aggregate of individuals, and is not a legal entity capable of suing or being sued in its own name: see Chen Cheng and another v Central Christian Church and another appeal [1995] 3 SLR(R) 806 (“Chen Cheng”) at [6]. An unincorporated association may, however, be clothed with legal personality by Parliament through legislation such as the Societies Act: see Chen Cheng at [8]. But, unless and until such legal personality is conferred by statute, an unincorporated association has no legal existence separate from the members who comprise it.

29 Another characteristic of an unincorporated association is that it is based on a contract, whether written or oral, between its members. The constitution of an unincorporated association, if it has one, usually embodies the terms of the contract between its members. Every individual who subsequently seeks to join the association is, in law, trying to enter into a contract with the existing members. Applying this to the present case, since the three constituent temples were (so we were given to understand) all unregistered unincorporated associations at the time of the Respondent’s registration in 1978, the nine individuals selected by the representatives of these temples for the purposes of registering the Respondent (see [7] above) contracted on behalf of all the members of the three constituent temples, including themselves, when they came together to form the Respondent and create the Constitution. Legally speaking, the individual members of the three constituent temples, and not the temples themselves, are the members of the Respondent. Some of the provisions of the Constitution would appear to suggest that its drafters did not appreciate the correct legal position of the three unregistered unincorporated associations behind the three constituent temples; the same applies to the manner in which these three temples and their members have been conducting these temples’ affairs since the Respondent’s registration. However, nothing in the erroneous appreciation of the correct legal position can alter the three constituent temples’ position in law.

30 The three constituent temples, including Chee Hock Keng Temple, could not have been members of the Respondent as, being unregistered unincorporated associations, they had no legal existence separate from the individuals which they were made up of at the time of the Respondent’s registration. Under the Societies Act, a “society” is defined in s 2 as “any club, company, partnership or association of 10 or more persons, whatever its nature or object” [emphasis added]. A “person” is defined in s 2(1) of the Interpretation Act (Cap 1, 2002 Rev Ed) as including “any company or association or body of persons, corporate or incorporate”. Whilst it is possible for an unincorporated association to be a member of another unincorporated association, the caveat is that the first-mentioned unincorporated association must be a legal person, ie, it must be registered under the Societies Act such that it has the capacity to sue and be sued. Without registration, the first-mentioned unincorporated association is no more than a collection of individuals and has no separate legal personality to become a member of another unincorporated association. Applying these principles to the facts of the present case, it follows that at the time of the Respondent’s registration, each of the three constituent temples did not have the capacity to enter into contractual relations with each other nor with each other’s individual members. Thus, even if the Appellant succeeds in proving the fiercely-contested factual issue that it is the same entity, albeit in registered form, as the unregistered unincorporated association known as “Chee Hock Keng Temple”, this would not confer on the Appellant the requisite standing to enforce the rights set out in the Constitution because even the “authentic” Chee Hock Keng Temple has no such rights, notwithstanding the provisions of the Constitution. We reiterate that Chee Hock Keng Temple, being an unregistered unincorporated association, has no separate legal personality of its own. Thus, in law, it could not be and is not a member of the Respondent. The Constitution cannot confer legal personality on any of the three constituent temples as, by general law, they do not possess such personality.

31 More importantly, the Appellant cannot be the same entity as the unregistered unincorporated association known as “Chee Hock Keng Temple” because the latter, having no separate legal personality of its own, was nothing more than an amorphous collection of individuals who had banded together for a common cause. A new legal person comes into being when a hitherto unregistered unincorporated association is registered under the Societies Act. Contrary to the submissions of the Appellant’s counsel (“Mr Sreenivasan”), this new legal person cannot and does not inherit the rights of its previous unregistered self because: (a) the latter never existed as a legal person in the eyes of the law in the first place; and (b) in any event, there would be no rights to inherit because its previous unregistered self, not being a legal person, never held any rights. This also puts paid to Mr Sreenivasan’s other submission that since unincorporated associations are statutorily required to be registered (failing which the persons involved in them would be committing an offence and, thus, be liable to prosecution), it would be contrary to “policy” and logic for such associations to lose their rights upon registration. As we understand it, Mr Sreenivasan’s argument is that the members of an unregistered unincorporated association would, in the aforesaid scenario, be placed in a catch-22 situation as they would either lose their rights upon registering the association under the Societies Act, or, in the event of their failing to effect such registration, be guilty of an unlawful act. With respect, there is a flaw in this submission. The act of registering a hitherto unregistered unincorporated association under the Societies Act does not take away any right from either that association or its members. This is because an unregistered unincorporated association cannot and does not hold any rights in the first place as it has no separate legal personality of its own. The rights that are often erroneously thought to belong to an unregistered unincorporated association are in fact vested in its members, and will continue to be so vested post-registration unless the rights are otherwise assigned. In this regard, we agree with the Judge that the proper plaintiffs in OS 1049 should perhaps have been the 15 expelled members, who were members of the Respondent before the Expulsion and who would still remain members if the Expulsion is found to be invalid. In any event, it is clear that there is no merit to Mr Sreenivasan’s submission that the act of registering a hitherto unregistered unincorporated association under the Societies Act would bizarrely result in the extinguishment of the rights of that association’s members. The effect of registration is, instead, to clothe the (hitherto unregistered) unincorporated association with legal personality, which would then allow it thereafter to, inter alia, have the capacity to acquire and hold rights from the time of registration onwards.

32 Even if we take the Appellant’s case at its highest and assume (despite the evidence which suggests otherwise) that it is the registered form of the unregistered unincorporated association known as “Chee Hock Keng Temple”, the Appellant does not have the requisite standing to commence OS 1049.

33 Having said that, we do not disagree with the Judge that the Appellant has not proved that it is in fact Chee Hock Keng Temple. The fact that the 15 expelled members acted together to procure the registration of the Appellant under the Societies Act using the appellation “Chee Hock Keng” is not sufficient to prove that the Appellant is, or is the successor of, Chee Hock Keng Temple. A faction of the group of persons who constituted the unregistered unincorporated association known as “Chee Hock Keng Temple” cannot claim to be, or to represent, that association by mere assertions alone. Instead, records must be produced. As pointed out by the Judge (at [34] of the Judgment), the Appellant failed to prove that its membership coincided with or was even substantially the same as the membership of Chee Hock Keng Temple. The mere fact that the 15 expelled members, who were the 15 members of Chee Hock Keng Temple’s management committee at the material time (see [14] above), have all taken the position that the Appellant and Chee Hock Keng Temple are one and the same is not sufficient to prove that the two are indeed so in law. Moreover, the Appellant has not shown that at the time of its registration, the 15 expelled members had the authority to act on behalf of all the other members of Chee Hock Keng Temple, whose identities and positions in respect of the present dispute are not even clear from the evidence before us. For the foregoing reasons, we are not minded to disturb the Judge’s factual finding that the Appellant has not proved that it is the same entity (albeit in registered form) as Chee Hock Keng Temple, and it is open to us to dismiss this appeal on this factual basis.

34 We would, however, prefer to uphold the Judge’s decision and dismiss this appeal on the basis of law, rather than on the basis of fact. For the avoidance of doubt, we reiterate that our decision is limited to the issue of the Appellant’s standing to bring OS 1049 (see [23] above). We have not made and are not making any decision on the issues which are to be determined in Suit 1339.

35 The costs of this appeal are to be awarded to the Respondent, and are to be taxed if not agreed. The usual consequential orders shall also apply.