1 This was my decision on Management Corporation Strata Title No. 3564 (“Appellant”)’s appeal against the learned District Judge’s decision (“Decision”). At the heart of this appeal was the question of whether the limit in paragraph 17 of the First Schedule (“Paragraph 17”) to the Building (Strata Management) Act 2004 (2020 Rev Ed) (“Act”) in relation to proxies applies to representatives appointed by way of letters of authorisation (“LOA”) under paragraph 16 of the First Schedule (“Paragraph 16”). For context, paragraph 17(5) of the First Schedule provides that “[a]n appointed proxy can only represent a maximum of (a) 2 lots; or (b) 2% of the total number of lots in the development (rounded down to the nearest whole number), whichever is the higher” (“2% Proxy Rule”). In my judgment, the 2% Proxy Rule in Paragraph 17 only applies to proxies and not representatives under Paragraph 16, so the District Judge erred in her Decision. As this decision has wider significance in the conduct of management corporation meetings, I set out my reasons in greater detail in these grounds of decision.

2 The Appellant was the management corporation of a strata title development known as WCEGA Plaza and Tower. The respondent (“Respondent”) was a used car dealership and a subsidiary proprietor (“SP”) at WCEGA Plaza (Decision at [1]).

3 In the action below, the Respondent claimed that the Appellant had been permitting certain individuals to represent more than 2% of the total number of lots in the development at the Appellant’s annual general meetings, which the Respondent alleged was a breach of the 2% Proxy Rule in Paragraph 17. As such, the Respondent applied for, inter alia, the Appellant to be restrained from allowing SPs to appoint representatives through LOAs in breach of the 2% Proxy Rule (Decision at [2] and [8]).

4 The District Judge granted the Respondent an order restraining the Appellant from breaching the 2% Proxy Rule and from accepting LOAs in breach of the 2% Proxy Rule, as well as costs in the amount of $3,000 with disbursements fixed at $5,979.02 (Decision at [43]–[44]).

5 The District Judge took the view that there are two possible interpretations of the 2% Proxy Rule in Paragraph 17, namely either that it only applies to proxies under Paragraph 17 or that it also applies to representatives under Paragraph 16 (Decision at [34]). She then examined the Parliamentary Debate when the Building Maintenance and Strata Management (Amendment) Bill was enacted and concluded that Parliament intended to prevent “the concentration of voting power in the hands of a few individuals” (Decision at [36]). Further, she observed that LOAs through which corporate SPs appoint representatives are “similar in form and function” to instruments appointing proxies, and representatives exercise the same voting powers as proxies at management corporation meetings (Decision at [37]–[38]). As such, the correct interpretation should be that the 2% Proxy Rule applies to both proxies under Paragraph 17 and representatives under Paragraph 16. Any other interpretation would allow corporate SPs to freely circumvent the 2% Proxy Rule by appointing representatives to represent more than two lots or 2% of the total number of lots in a development using LOAs (Decision at [39]–[42]).

6 The Appellant brought the present appeal against the Decision, specifically against the orders set out at [4] above. I will explore the parties’ arguments in greater detail over the course of my analysis below.

7 The present dispute was a matter of statutory interpretation of Paragraph 16 and Paragraph 17, both of which I reproduce below:

8 The approach to statutory interpretation in Singapore law is that of purposive interpretation, which is enshrined in s 9A of the Interpretation Act 1965 (2020 Rev Ed) (“Interpretation Act”):

9 In Tan Cheng Bock v Attorney-General [2017] 2 SLR 850 (“Tan Cheng Bock”), the Court of Appeal set out at [37] how purposive interpretation should be conducted. Under this approach, the court should:

(a) first, ascertain the possible interpretations of the provision, having regard not just to the text of the provision but also to the context of that provision within the written law as a whole;

(b) second, ascertain the legislative purpose or object of the statute;

(c) third, compare the possible interpretations of the text against the purposes or objects of the statute.

10 However, purposive interpretation does not give the court a licence to rewrite a statute. As the Court of Appeal explained at [50] of Tan Cheng Bock:

11 The same point was made by V K Rajah JA (as he then was) in Public Prosecutor v Low Kok Heng [2007] 4 SLR(R) 183 (“Low Kok Heng”) at [57]:

12 Indeed, there is a line of authorities which stand for the proposition that “if the word is capable of one meaning only, then the courts should not impose another meaning, even if the latter, in the opinion of the courts, will better promote the statutory purpose” (Comfort Management Pte Ltd v Public Prosecutor [2003] 2 SLR(R) 67 at [18]; Citiwall Safety Glass Pte Ltd v Mansource Interior Pte Ltd [2015] 5 SLR 482 at [16]; Public Prosecutor v BAB [2016] 3 SLR 316 at [13] and [17]).

13 Both the Respondent’s submissions in the present appeal and the District Judge’s Decision were premised on there being two possible interpretations of Paragraph 16 and Paragraph 17, namely either that the 2% Proxy Rule in Paragraph 17 only applies to proxies or that it also applies to representatives under Paragraph 16. ¹ On the other hand, the Appellant submitted that there is only one possible interpretation which the literal wording of Paragraph 16 and Paragraph 17 can bear, ie, the 2% Proxy Rule only applies to proxies. ²

14 I agreed with the Appellant. The wording of paragraph 17(5) of the First Schedule makes it abundantly clear that the 2% Proxy Rule only applies to “[a]n appointed proxy”. Paragraph 16 also clearly provides, in contrast, that a corporate SP can appoint “any person it thinks fit to act as its representative” at management corporation meetings. There is no indication in the wording of these paragraphs that the 2% Proxy Rule can apply to representatives under Paragraph 16. Such an interpretation is not one which the wording of these paragraphs can bear.

15 I also agreed with the Appellant’s submission that this conclusion is fortified by the canon of statutory construction that Parliament is presumed not to have intended an unworkable or impracticable result. ³ Corporate SPs are not natural persons. They cannot vote at management corporation meetings without being represented by such natural persons, here the representatives. To apply the 2% Proxy Rule to representatives would lead to the impracticable result that a corporate SP which owns more than two lots or 2% of the total number of lots in a development would not be able to appoint a single representative to represent the full number of lots that it owns. That, with respect, cannot be the case. I note that the Respondent also made a submission based on this canon of construction, ⁴ which I will deal with in the context of legislative intent (at [28] below).

16 The Respondent cited the Court of Appeal’s remark in Tan Cheng Bock at [44] that “other legislative provisions within the statute may be referred to” to defend its position that the 2% Proxy Rule in Paragraph 17 can be read into Paragraph 16. ⁵ In my judgment, this is not the correct reading of the Court of Appeal’s remark. The Court of Appeal meant that it is permissible to refer to other provisions in the statute, such as Paragraph 17, to interpret the meaning of a provision, here Paragraph 16. It did not mean that elements of other provisions can be freely imported into a provision, which was what the Respondent sought to do.

17 There are two planks to the Respondent’s arguments at the second stage of the Tan Cheng Bock analysis. It contended that, firstly, representatives under Paragraph 16 are in effect the same as proxies under Paragraph 17. Secondly, not applying the 2% Proxy Rule to representatives under Paragraph 16 would allow corporate SPs to circumvent the rule by appointing representatives to represent more than two lots or 2% of the total number of lots in a development, contrary to the legislative intent as demonstrated by the relevant Parliamentary Debate (at [27] below). I will deal with each in turn.

18 The Respondent argued, in line with the Decision, that representatives under Paragraph 16 are both formally and substantively the same as proxies under Paragraph 17. ⁶ The Respondent attached to its submissions the LOA and the proxy form used by the Appellant management corporation and contended that they were almost identical. ⁷ Further, both representatives and proxies are functionally the same as they exercise the voting powers of another. ⁸

19 In my judgment, this point did not assist the Respondent. Firstly, the fact that the LOA and the proxy form used by the Appellant management corporation were similarly formatted does not mean that this is necessarily the case for other management corporations. In any event, the interpretation of Paragraph 16 and Paragraph 17 cannot be determined by how one management corporation decided to format its LOA and proxy form. Secondly and in the context of the Act, proxies and representatives are distinct concepts. Representatives are mandatory for corporate SPs, as they require natural persons to exercise their voting powers at management corporation meetings. As the Appellant correctly submitted, any restriction on the appointment of representatives is, amongst other things, a restriction on the corporate SPs’ exercise of their own voting powers. ⁹ In contrast, proxies are optional arrangements, which are employed when, for example, the relevant SP cannot attend a meeting. The Respondent could not seriously contend that all rules applicable to proxies are equally applicable to representatives.

20 Before I examine the relevant Parliamentary Debate (at [27] below), I make an observation on how the court should ascertain the legislative intent in general and when it may consider extraneous material.

21 The Court of Appeal in Tan Cheng Bock was unequivocal in its remark that the legislative intent should primarily be ascertained from the wording of the statute itself:

22 Extraneous material, as made clear in s 9A(2) of the Interpretation Act, may only be considered to “confirm that the meaning of the provision is the ordinary meaning conveyed by the text of the provision”. The court is only allowed to depart from the literal meaning of the provision if “the provision is ambiguous or obscure” or “if the ordinary meaning … leads to a result that is manifestly absurd or unreasonable”. Similarly, the Court of Appeal in Tan Seng Kee v Attorney-General [2022] 1 SLR 1347 opined at [174] that “the extraneous material can only be used to confirm, and not to alter or supplant, that plain meaning” [emphasis in original].

23 The Respondent advanced various contentions on the principles of statutory interpretation. It first contended that purposive interpretation “overrides” the plain wording of a provision and cited the Court of Appeal’s guidance in Dorsey James Michael v World Sport Group Pte Ltd [2013] 3 SLR 354 (“Dorsey James Michael”) in support: ¹⁰

24 However and in my judgment, the way in which the Respondent phrased the principle was incorrect. The Court of Appeal’s remark did not mean that the court can freely depart from the literal meaning of the statute so as to give effect to the ascertained legislative intent. As made clear in the extracts at [10]–[11] above, purposive interpretation does not give the court a carte blanche to rewrite the statute but must operate within the parameters of its wording. What the Court of Appeal meant was that purposive interpretation should prevail over the plain meaning rule at common law, which states that “[i]t is only where the draftsman has failed to use plain words that aids to interpretation are to be employed” (Brady Coleman, “The Effect of Section 9A of the Interpretation Act on Statutory Interpretation in Singapore” [2000] Sing JLS 152 at footnote 24, cited in Low Kok Heng at [41]). Therefore, the passage cited by the Respondent is not at all in conflict with my reasoning in these grounds of decision, which applied purposive interpretation as clarified by Tan Cheng Bock and gave primacy to the wording of the statute.

25 The Respondent further cited The “Seaway” [2005] 1 SLR(R) 435 for the proposition that extraneous material may be referred to even if there is no ambiguity or inconsistency in the wording of the provision in question (at [23]–[26]). ¹¹ I agreed that this is indeed a trite proposition of law, support for which can also be found in Low Kok Heng at [43] and Dorsey James Michael at [19]. Although this proposition seems to sit uneasily with the conditions for considering extraneous material in s 9A(2) of the Interpretation Act, a closer examination of the three cases would reveal that what was meant by this proposition was simply that the court can refer to extraneous material to confirm that the meaning of the provision is its literal meaning (ie, s 9A(2)(a) of the Interpretation Act). As the Court of Appeal explained in Tan Cheng Bock at [49], consideration of extraneous material to confirm the meaning of the provision has the effects of demonstrating the soundness of the court’s decision and assuring those governed by the law that the court applies the statute in keeping with its underlying policy imperatives.

26 Having discussed the correct approach to ascertaining the legislative intent, I now turn to apply the law to the facts. As established above at [21], the legislative intent should primarily be ascertained from the wording of the statute itself. In the present case, it was clear that whereas the appointment of proxies under Paragraph 17 is subject to the 2% Proxy Rule, the appointment of representatives under Paragraph 16, at least on its wording, is not. In fact, a corporate SP can appoint “any person it thinks fit to act as its representative”. The wording of these two paragraphs, therefore, suggests that the legislative intent was to only subject the appointment of proxies to the 2% Proxy Rule, while giving corporate SPs wide flexibility in appointing representatives to represent themselves at management corporation meetings.

27 In light of discussions at [22] and [25] above, I next consider the relevant Parliamentary Debate to confirm that the meaning of Paragraph 16 and Paragraph 17 is their literal meaning. At the second reading of the Building Maintenance and Strata Management (Amendment) Bill, Mr Desmond Lee stated that (Singapore Parliamentary Debates, Official Report (11 September 2017) vol 94 (Desmond Lee, Second Minister for National Development)):

28 In my judgment, the Parliamentary Debate confirms that the 2% Proxy Rule was not intended to apply to representatives under Paragraph 16. The concern was not, as the District Judge framed, to avoid “the concentration of voting power in the hands of a few individuals” (Decision at [36]), but specifically to prevent proxy wars. There was no mention in the Parliamentary Debate of corporate SPs appointing representatives. As explained above at [15] and [19], I did not see Parliament’s intent being to restrict the voting powers of corporate SPs which own more than two lots or 2% of the total number of lots in a development. The District Judge therefore erred in concluding that corporate SPs may circumvent the 2% Proxy Rule through the appointment of representatives (Decision at [39]–[41]). There is no circumvention or abuse because, by appointing representatives through LOAs, the corporate SPs will merely be exercising their own voting powers as they are entitled to. As such, the Respondent’s argument based on the legislative intent, ¹² as well as its argument based on the canon of construction that Parliament is presumed not to have intended an unworkable result (at [15] above), ¹³ failed.

29 In light of my conclusions above, there is only one possible interpretation that the wording of Paragraph 16 and Paragraph 17 can bear. The 2% Proxy Rule only applies to proxies under Paragraph 17. The legislative intent, as ascertained from both the paragraphs themselves and the Parliamentary Debate, confirms this interpretation. In enacting the 2% Proxy Rule, Parliament only intended to prevent proxy wars and at the same time allowed corporate SPs to appoint representatives as they require. There was thus no need to go on to the third stage of the Tan Cheng Bock analysis to choose the interpretation which best furthers the legislative intent.

30 I therefore allowed the appeal and overturned the order restraining the Appellant from accepting LOAs in breach of the 2% Proxy Rule. I also add in conclusion that the Minister’s comment in the Parliamentary Debate on the amendment bill was about striking a balance. In my judgment, although the comment was made specifically with respect to the 2% Proxy Rule, it represented a microcosm of the importance of acting sensibly, practically and in the spirit of neighbourliness in the management of any building.