SINGAPORE - When the Aljunied-Hougang Town Council (AHTC) hired a new managing agent in August 2011, it did so with "uncertain" contract specifications.
It also compromised the Workers' Party (WP)-led town council's contractual position, charged Senior Counsel Davinder Singh in the High Court on Tuesday (Oct 23).
Ms Sylvia Lim, WP's chairman, disagreed with his proposition, which was put to her on the fourth day of her cross-examination in a multimillion-dollar civil lawsuit that involves eight defendants, including her and two other WP MPs.
She disputed the view that the proposal FM Solutions & Services (FMSS) had put up at a June 2 meeting, to be AHTC's new managing agent, was based only on some parts of the contract of the incumbent agent, CPG Facilities Management.
Mr Singh had noted that the FMSS proposal only said it would follow the "specifications" of CPG's contract.
But in the CPG's contract, there was a section titled "Specifications" as well, he pointed out.
So, how then did the town council members understand the proposal to cover the other terms in the rest of the CPG contract as well, and not just the section titled "Specifications"? Mr Singh asked.
Ms Lim maintained, through repeated questioning, that there was an understanding among the town councillors that FMSS would keep closely to CPG's entire contract.
"Was it a responsible thing for the town councillors to have agreed to appoint FMSS on the basis, or without knowing, what the key terms were?" Mr Singh asked.
Ms Lim replied: "At the meeting, I asked them for approval and endorsement (of my decision to pick FMSS) and after discussion, they agreed."
Mr Singh asked again: "You are the chairman... you put something on the table, you don't explain what the key terms are and no one asked about the key terms. No one asked to look at the contract, and at the end of the meeting, no questions were asked...
"Having regard to those facts, was it a responsible thing for the town councillors to do, to approve the contract with FMSS without knowing the key terms (of it)?"
Ms Lim replied: "Mr Singh, I think there was an assumption that the terms of the CPG contract enabled CPG to manage Aljunied town… If FMSS could follow closely to those terms, then it should be okay."
Another point Mr Singh raised is that since there was a waiver of tender in the appointment of FMSS, the town councillors had to be even more attentive to the terms of contract, since there were no competitors involved.
"So, if you were a town councillor... and a new managing agent contract was being entered into, and you were sitting around the table, not knowing what the rates were and not knowing what the key terms were, would you consider it your duty… to ask about the key terms?" Mr Singh asked.
Ms Lim said: "But I would know what is being tabled is that CPG's existing contract would be used as a framework… I know that that's the principle."
She added that after FMSS presented its proposal to the elected MPs - who were also town councillors - they discussed the issue and came to the understanding that as far as possible, the entire contract would apply.
Mr Singh also highlighted that FMSS' use of the word "specifications" had not changed in its Letter of Intent, which was written after the presentation.
Ms Lim said no one had taken issue with FMSS' wording since they understood that its proposal would be based on the entire CPG contract and not just one section.
On the point that FMSS would adopt the terms of the CPG contract "as far as possible", Mr Singh asked: " 'As far as possible', Ms Lim, as a lawyer, does that give certainty to the contract?"
She conceded: "Well, there would be some uncertainty… where the clauses could not apply."
He put to her: "So you were prepared to have the town council approve a contract when you knew that there was uncertainty."
She said: "These were only specific areas. It's not as if the contract, key terms and so on were not fixed."
Mr Singh then questioned her on why the elected MPs met for discussions when they had no concerns about what the word "specifications" referred to.
Ms Lim said the town councillors met regularly to discuss matters relating to the contract, given its importance.
Mr Singh continued to cast doubt on her account, saying that if there were no concerns following the June 2 meeting, "it follows that there couldn't have been a discussion... about what it meant".
Ms Lim said the fact that FMSS would adopt CPG's terms where possible was a key issue, and therefore, naturally cropped up in subsequent talks.
When Mr Singh asked her about this point another three times, Ms Lim's lawyer, Senior Counsel Chelva Rajah, interjected: "This is the fourth time this question was asked. Each time, (it) was answered that (it was) because (they) saw it as the basis on which FMSS was going to provide the services."
Mr Singh countered that he was "entitled to challenge the credibility of the witness".
Judge Kannan Ramesh allowed him to continue but reminded him to "draw a line", as Ms Lim had already given an answer.
Mr Singh said: "The only reason you talk about that discussion is that you allowed the proposal, which relates to the specifications only, to be tabled to the town council and (be) approved."
"In other words, you allowed the town council to compromise its contractual position by agreeing to adopt the specifications, and even then, the specifications were, as you accept, uncertain," he charged.
Ms Lim disagreed that only the part about the specifications was being tabled at the town council meeting.
Asked by Justice Ramesh if she knew what information FMSS had used to formulate its proposal, and whether it was given a copy of the contract, Ms Lim said: "I don't know how they came up with this (as of) the 2nd of June."