HKLII

Hong Kong Law Reform Commission

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Chapter 10 - Disclosure requirements for completed units offered for sale by developers (continued)


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Introduction


10.1 In this chapter, we continue to look at the various sales particulars that should be provided by developers as well as the way to enforce the relevant recommendations.

Financing arrangements


10.2 In the case of local completed residential properties, developers usually require the transaction to be completed within five weeks of signing the preliminary agreement. Purchasers are therefore under some pressure to arrange mortgage facilities. It is thus in purchasers' best interest that sales brochures give them sufficient information as to the terms of the mortgage loans that are offered by banks and other financial institutions.

10.3 We have considered the recommendations in the First Report and are of the view that they can be extended to local completed residential properties subject to some modifications.[69]


Recommendation 23

We recommend that:

(a) Where the developer quotes in any sales literature or advertisement a list of banks providing initial finance, the sales literature should contain a general description of the finance schemes available from the banks so quoted. Where the interest is specified, it should be the rate per annum.
(b) Where the developer arranges finance, whether solely or to top up other loans, details of those facilities and the interest rates per annum should be disclosed in the sales literature.

(c) Where the developer provides initial finance but later arranges for replacement finance, purchasers should be informed in the sales literature of the possibility of the costs of replacement finance which may be passed to them.

Interest chargeable for late payment of purchase price


10.4 There are invariably provisions in the ASP which give the developer the right to charge interest on any part of the purchase price not paid by the purchaser on its due date as set out in the agreement. The First Report recommended that the rate of interest chargeable in those circumstances should be included in the sale brochure.[70] We take the view that this recommendation should be extended to local completed residential properties.

Recommendation 24

We recommend that the rate of interest per annum chargeable under the ASP for late payment of any part of the purchase price should be stated in the sales literature.


Change in market condition and bank lending policy


10.5For completed properties, completion may not take place immediately after signing of the preliminary agreement. There may still be a time gap between the signing of the preliminary agreement and completion. In a fluctuating market, banks may change their lending policies and refuse to grant mortgage loans to the full extent they originally promised to the developer. Purchasers will as a result fail to obtain the necessary amount of mortgage loan to complete the transaction and their deposits will be forfeited. There is a view that if a developer makes representations in the sales brochure or during the promotion exercise as to the availability of mortgage facilities, the developer should be liable if purchasers cannot subsequently obtain the facilities. We do not share that view, as the developer has no control over any subsequent change in bank lending policies.

Cooling-off period


10.6 Under the existing LACO rule, a purchaser of a Consent Scheme flat is required to sign the formal agreement for sale and purchase within three working days of signing the preliminary agreement. He can withdraw from the preliminary agreement subject to the forfeiture of five percent of the purchase price or the amount of the preliminary deposit, whichever is the lower. We understand that this LACO rule functions well and believe it can be applied to completed flats in the first-hand market.


Recommendation 25

We recommend that there should be a cooling-off period of three working days after signing the preliminary agreement for local completed residential properties in the first-hand market. A purchaser can elect to cancel the preliminary agreement within the cooling-off period subject to forfeiture of five percent of the purchase price or the amount of the preliminary deposit, whichever is the lower.

Preliminary agreement for sale and purchase


10.7 In Hong Kong, the usual procedure for the purchase of a completed unit commences with the developer and the purchaser entering into a preliminary agreement for sale and purchase (or a "Memorandum for Sale" as they are more frequently called) at the site office or the developer's office. The purchaser pays a deposit or reservation fee upon signing the preliminary agreement. A formal ASP will later replace the preliminary agreement if the purchaser decides to go ahead with the deal.

10.8 It is often difficult to construe the terms in a preliminary agreement to determine whether it is intended to be binding. It is therefore in consumers' interests that the sales literature spell out whether or not the preliminary agreement is intended to be binding.

10.9 If the preliminary agreement is not intended to be binding, purchasers can walk out of the deal simply by not signing the formal agreement within the stipulated period (usually within three working days of the preliminary agreement). But there will, invariably, be legal consequences following the purchaser's breach. It is desirable that sales brochures should spell out these legal consequences, such as the amount of preliminary deposits that would be forfeited. The procedures for rescinding the preliminary agreement should also be stated in sales brochures. If the preliminary agreement is to be rescinded by a formal cancellation agreement, there will be legal costs such as the relevant solicitors' charges and Land Registry registration fees. Purchasers should be informed of these costs in sales brochures.

10.10 We consider that the recommendations in the First Report on this subject can be extended to local completed flats.[71] A specimen copy of the preliminary agreement should be displayed at the sales office.


Recommendation 26

We recommend that sales brochures should state that the preliminary agreement or Memorandum for Sale is subject to a cooling-off period of three working days after signing the preliminary agreement. Sales brochures should also state that a purchaser can elect to cancel the preliminary agreement within the cooling-off period subject to forfeiture of five percent of the purchase price or the amount of the preliminary deposit, whichever is the lower.


Right of inspection prior to signing of preliminary agreement


10.11 Purchasers of first-hand completed flats from developers may not be able to inspect the property until completion of the transaction. The question is whether it should be mandatory for developers to allow prospective purchasers to view the completed units before signing the preliminary agreement. In our view, this question can be tied to the cooling-off period. Where a purchaser has a right of inspection before signing the preliminary agreement and he elects to cancel the transaction during the cooling-off period, the preliminary deposits should be liable to forfeiture as mentioned above. If, however, a purchaser does not have the right to inspect the unit before signing the preliminary agreement, the preliminary deposits should not be liable to forfeiture in the event of cancellation of the transaction during the cooling-off period. Such arrangements have the advantage of encouraging developers to allow purchasers to view the units before purchasers commit themselves to a binding preliminary agreement. For the avoidance of doubt, a purchaser who elects not to view the unit when offered the opportunity to do so by the developer should be treated as if he has viewed the unit.


Recommendation 27

We recommend that if there is no right of inspection prior to signing of the preliminary agreement, the purchaser of a completed residential unit in the first-hand market should not be liable to forfeiture of his preliminary deposits where he takes advantage of the cooling-off period to cancel the preliminary agreement.


Defect liability period


10.12 There are two Defect Liability Periods, namely, (i) that between the developer and the purchaser, and (ii) that between the developer and his contractor. Our concern is with the first of these periods. Within the Defect Liability Period between the developer and the purchaser, the purchaser may request the developer to make good any defects in the property and its installations.

10.13 The current Defect Liability Period between the developer and purchaser is in most cases six to 12 months from the date of completion of the sale and purchase.[72] Developers usually require the purchaser to report, within 12 months of handing over possession, any defects not ascertainable when the units are handed over. Any such requirement, if stated in the ASP, can only limit the developer's contractual duty to remedy defects but does not affect the developer's separate liability in negligence to make good the defects. We consider that the Defect Liability Period of completed units should run from the date of the Assignment. By executing the Assignment, the purchaser becomes the legal owner of the unit he has bought. It is therefore fair that the Defect Liability Period starts to run from the date of the Assignment.

10.14 As the duration of the Defect Liability Period is of great importance to purchasers, we consider that sales brochures of local completed residential properties should state the Defect Liability Period.

Recommendation 28

We recommend that sales literature should state the duration of the Defect Liability Period and when it will start to run.


10.15 There is a view that in order to provide better protection for purchasers, the current Defect Liability Period of 12 months should be lengthened to, say, 24 months as in the case of the Home Ownership Scheme. We see no compelling reason to lengthen the current Defect Liability Period of 12 months. Most defects in the property will be detectable during the early months of occupation. A common defect is blockage of pipes caused by decorators dumping rubbish into the pipes. Such blockage is readily detectable. Another common defect is water leakage, but this will normally be detectable during the first complete annual cycle of seasons.


Warranties made to the developer by the contractor


10.16 Most grantees of Government leases tend to be subsidiary shell companies of developers. Some developers may evade their liability to make good defects in the property by winding up the subsidiary shell company after completion of the development. To address this problem, we consider that recommendations should be made along the lines of some observations made in the First Report.[73]

Recommendation 29

We recommend that if the developer is wound up, the benefits of any warranties made to the developer by contractors should be passed on to the Owners' Corporation or the Manager of the development.

We recommend that notwithstanding any term in the building contract between the developer and the contractor prohibiting the assignment of the developer's rights against the contractor, the purchasers should have the right to take direct legal action against the contractor for any defects in the units.


10.17 We have considered the likelihood of requiring developers to provide bank bonds to cover defects. The bank bond might be, say, one percent of the construction costs. The disadvantage of a bank bond is that it would discourage small developers. Large developers are more willing to provide some sort of bond in any event. On the other hand, a bond is fair and works well for projects in the Housing Authority's Private Sector Participation Scheme. We consider that the subject of bank bonds is worth exploring further and would like to hear public comments on this issue.


Deed of Mutual Covenant


Purposes of a DMC


10.18 To prospective purchasers of local completed residential properties, the Deed of Mutual Covenant (DMC) is an important document. A DMC serves three main purposes. First, it has a technical purpose: the allocation of shares in land. In Hong Kong, when a person buys a unit he buys the notional shares, (called undivided shares) of the land. The DMC allocates units to the undivided shares. The method of allocation can usually be found at the end of the DMC. Whilst a purchaser buys the undivided shares allocated to his unit, he also buys the exclusive use of his unit together with an equal share of the use of the common parts.

10.19 The second purpose of a DMC is the definition and regulation of rights between owners. The local laws and rules of the development are achieved mainly through covenants binding all owners among themselves and their successors. The covenants in relation to the common areas and facilities are of particular importance.

10.20 The third purpose of a DMC is the provision for management of the development. Usually, the management rules are in the DMC, rather than a separate management agreement.


Parties to a DMC


10.21 The parties to a DMC are normally the developer/vendor, the first purchaser of a unit and the management company. As there is typically no separate legal representation for the first purchaser, there is no negotiation on the terms of the DMC.


Contents of the DMC


10.22 The primary responsibility for settling the contents of the DMC is with the developer's solicitors. DMCs are similar in terms because of Government's input and control. The Government, as grantor of land, imposes certain conditions to protect purchasers of units. The LACO, for example, lays down certain terms for DMCs relating to properties under the Consent Scheme. Also, the Building Management Ordinance (Cap 344) contains in two of its schedules certain implied terms for DMCs. Most of these implied terms concern management budgets, appointment and removal of the manager and meetings of owners.


DMC guidelines


10.23 At present, detailed provisions on the management of multi-storey buildings are contained in the two schedules to the Building Management Ordinance (Cap 344). Cap 344 however does not contain provisions setting guidelines for the DMC. Instead, Government enforces DMC guidelines by administrative means through the Consent Scheme. We are of the view that the DMC guidelines require statutory backing because they are currently applicable to Consent Scheme properties only. We consider that Government should set up a Building Management Working Group with a view to giving a statutory basis to the DMC guidelines.


Salient provisions of the DMC


10.24 The term "salient provisions" means what an owner needs to know about the DMC. The First Report recommended that certain specified provisions in the DMC should be disclosed in the sales brochures of local uncompleted flats.[74] These were regarded as the salient provisions.

10.25 What provisions of the DMC are salient is, however, a movable idea. For example, modern technology has brought split-type air-conditioners which are installed on the external wall. That may be in breach of the DMC, but was never anticipated when the original DMC was drafted. Also, there is such a variety of developments that it is difficult to cover all aspects of different types of DMC.

10.26 We take the view that certain categories of provisions should be included in the list. In the first place, clauses in the DMC imposing financial obligations are generally of importance, as are those clauses touching upon everyday usage of the property, such as use of common areas, recreational facilities, illegal alterations and structures, prohibition on keeping of pets and carparking.

10.27 Whilst we agree that the salient provisions should be disclosed in the sales brochures, we do not want to define what the salient provisions are. We prefer to leave it to the Administration to draw up the a detailed list of the salient provisions of the DMC but believe that the salient provisions in the Consent Scheme should be used as a reference point.


Recommendation 30

We recommend that sales brochures should state the salient provisions of the Deed of Mutual Covenant (DMC). The list should include those clauses in the DMC imposing financial obligations and those touching upon everyday usage of the property.

Availability of bilingual copies of DMC


10.28 The First Report recommended that sales brochures should state that English and Chinese versions of the DMC are available at the sales office or solicitor's office for inspection.[75] That recommendation would oblige the developer to arrange for Chinese translation of the DMC. We take the view that it is desirable to have a Chinese version of the DMC.


Recommendation 31

We recommend that the developer should deposit copies of the English and Chinese versions of the DMC at the sales office or the solicitors' office for free inspection during normal office hours. The sales brochure should contain a statement to the effect that the English and Chinese versions of the DMC are so available for inspection.


Private slope maintenance


10.29 The slope adjacent to a building is often owned by individual owners of the building under the terms of the Government Lease. The maintenance of these private slopes is the responsibility of the individual owners. The DMC often sets out the individual owners' liability for potential expenses of slope maintenance. The consent letter issued by the LACO will build such a provision into the DMC (called a Slope Maintenance clause) to ensure that money can be collected in future from owners to undertake the repairs or maintenance.

10.30 The cost of maintaining and repairing private slopes can be great and the burden on individual owners heavy. As heavy rains are common every summer, private slopes are liable to erosion and damage. It is important that purchasers know of that potential liability for private slope maintenance.

Recommendation 32

We recommend that if there is actual or potential responsibility for maintaining private slopes, there should be clear notification to purchasers in the sales brochure of that responsibility. The sales brochure should also disclose any existing notice from the authorities to repair and maintain private slopes at the date of its printing. Moreover, if there is responsibility in the Government Lease for maintaining private slopes, that responsibility should be spelt out in the sales brochure.


Duty to maintain terms of DMC unchanged


10.31 We take the view that if an uncompleted development has a DMC, developers should have an obligation to keep its terms unchanged when it later becomes completed with the issue of the occupation permit. The contents of the DMC should not change because it defines the rights and obligations of the owners in the same development. Whether or not there is an occupation permit should not have any bearing on those rights and obligations.


Recommendation 33

We recommend that if an uncompleted development has a DMC, developers should have an obligation to keep its terms unchanged when the development later becomes completed with the issue of the occupation permit.


Conditions of the Government lease


10.32 There are three main areas of concern in relation to the conditions of the Government lease, namely, (i) user restrictions; (ii) duration, and (iii) special lease conditions. User restrictions are the most important conditions of the Government lease.


User restrictions


10.33 Government leases and Conditions of Grant contain provisions which restrict the land to certain uses, the common ones being "commercial/residential", "non-industrial" and "industrial/godown". Compliance with the user restrictions is important as the Government may re-enter and take back possession of the land if a condition governing the land use is breached. Moreover, if the land is put to more valuable use than that specified, a premium has to be paid to the Government. If, for example, an industrial use is converted to residential, a premium equal to the difference between the market value of the two uses will be payable.


Duration of the Government lease


10.34 The duration of the Government lease and the unexpired term of the lease are of interest to purchasers because renewal of a Government lease requires a substantial increase in the annual rent payable to the Government. The amount of Government rent in some cases could be three per cent of the rateable value of the property[76] and that can be a substantial sum. It is the responsibility of the individual owners to pay their share of Government rent of the lot where the building is situated.

10.35 Apart from the potential liability for Government rent, the duration of the Government lease and its unexpired term are of interest to purchasers because it may affect banks' mortgage policies for the development.


Special lease conditions


10.36 There are various special lease conditions which impose on a flat-buyer continuing financial obligations, including:

(1) The construction and maintenance of pedestrian subways and footbridges;

(2) The construction and maintenance of escalators, stairways and lifts for the disabled;

(3) The maintenance of slopes, toe-walls and retaining walls;

(4) The maintenance of private open spaces and toilets; and

(5) The maintenance of internal roads.

10.37 The First Report made certain recommendations in relation to the conditions of the Government Lease.[77] We consider that those recommendations can be extended to local completed residential properties.


Recommendation 34

We recommend that sales brochures should state the following:

(1)the permitted uses of the individual units as stated in the approved building plans, together with any restrictions on use contained in the Government lease or Conditions of Grant of the land;

(2)the original term of the Government lease and its date of expiry;

(3)the rent provisions in the Government lease; and

(4)that the renewed Government rent may be an apportioned amount of three percent of the rateable value of the building.

Sales brochures should also contain a general notification to the effect that the Government lease will impose various financial obligations on purchasers and that they are advised to consult their professional advisers accordingly.


Translation of extracts of Government lease into Chinese


10.38 Whilst we consider it desirable that the Government lease should be translated into Chinese, we are aware that there are few available resources for the translation work and problems can arise as to who should be responsible for the costs of translation. Bearing in mind these practical difficulties, we consider that it is desirable for the Government to prepare a summary of extracts of the Government lease in plain language, in both English and Chinese.


Apportionment of Government rent

10.39 Some property owners have complained that some solicitors when acting for a purchaser do not check whether Government rent is paid up to date before completing a sale and purchase.[78] As the new Government rent may involve greater sums of money, it is important that property owners are not exposed to additional charges which should have been the responsibility of previous owners. There is the possibility of re-entry by Government in the event of non-payment of Government rent, even if the amount is small. We consider that the Law Society should encourage solicitors to properly apportion the respective liabilities of vendor and purchaser to pay Government rent at the time of conveyancing.

Prices and number of units for sale

10.40 The First Report made several recommendations to ensure prospective purchasers of uncompleted properties get an accurate impression of the prices of the units offered for sale and their number.[79] Those recommendations were made on the basis that prospective purchasers had to go through the process of balloting in all public sales. Nowadays, balloting is seldom used in the sale of completed units in view of prevalent market conditions. Depending upon market conditions, discounts from the prices quoted in the price lists are sometimes offered. When estate agents are employed by the developer to negotiate with prospective purchasers, price lists sometimes are not released to the public. In such situations, purchasers are not aware of the true prices being offered by the developer.


Recommendation 35

We recommend that the price lists of all units offered for sale should be made available to prospective purchasers by developers or their estate agent prior to the payment of any reservation fee or the signing of any preliminary agreement. We recommend that if developers advertise that a certain number of units will be offered for sale, that number of units should be available for sale to the public.

Miscellaneous matters

10.41 The First Report made a number of miscellaneous recommendations relating to local uncompleted flats.[80] These include the names of the contractors and Authorised Persons, responsibility for transaction fees, the date of printing of the sales brochure, supplementary charges payable by purchasers on taking possession, licence fee to Government, charges for right of way, car park spaces. We consider similar recommendations should be made in respect of local completed units. In addition, we take the view that the name of the firm of the Authorised Person should be stated. Prospective purchasers may show more interest in the name of the firm than the identity of the individual Authorised Person.
Recommendation 36

Name of main contractors, Authorised Person and his firm

We recommend that the names of the main contractors and the Authorised Person and his firm should be disclosed in the sales brochure. For the present purpose, the Authorised Person means the person occupying that position at the time of printing of the sales brochures.

Recommendation 37

Responsibility for transaction fee

We recommend that whenever the sales literature contains information about the prices of the units, it should also state with whom the responsibility for legal costs and stamp duties lies.

Scales of legal costs and stamp duties

We recommend that information on the scales of legal costs (if any) and stamp duties should be provided by developers to purchasers upon request and a note to this effect should appear in the price list or other sales literature containing information about the prices of the units.

Date of printing of sales brochure

We recommend that the sales brochure should carry its date of printing.

Supplementary charges upon taking possession

We recommend that the sales brochure should provide an itemised list of supplementary charges payable by purchasers upon taking possession of their units. If the exact amounts of such charges are unknown, the obligation to pay them should be disclosed in the sales brochure.

Licence fee to Government and charges for right of way

We recommend that where applicable, the sales brochure should state any way leave charges, licence fees or waiver fees payable to Government for water supply/drainage system going through Government land and/or pump room situated on Government land and any fees or charges payable to adjoining lot owners for right of way or easements. The amount of such charges or fees should also be stated, if known.

Recommendation 38

Car park spaces

We recommend that the sales brochure should contain a description of the car park spaces within the development, including their respective numbers for sale, for rent, and those for visitors. If the developer has not yet decided at the date of the printing of the sales brochure any of these matters, the sales brochure should clearly state this fact. Moreover, any descriptions of car park spaces in the sales brochure should be binding on the developer.

Enforcement of the recommendations

10.42 The First Report recommended that the proposals on local uncompleted flats should be enforced by new legislation.[81] We consider that this approach should also be used for local completed flats sold in the first-hand market.

Recommendation 39

We recommend that our recommendations on local completed residential properties sold in the first-hand market should be enforced by legislation.

We recommend that the proposed legislation should have the following features:

(1)Fines should be sufficiently high to be an adequate deterrent;

(2)Civil remedies should be available to enable purchasers to claim damages for loss suffered as a result of a breach of the proposed legislation. A breach of the proposed legislation should be a statutory tort. This remedy of damages for breach of the proposed legislation should only be available to purchasers and sub-purchasers but not to potential purchasers.
We recommend that there should be clear provisions in the new legislation that nothing in the legislation will detract from the rights of the purchaser under the ASP, and that no clauses in the ASP will detract from the statutory remedies in the legislation.


[69] See the First Report, at paragraphs 7.6 to 7.8 for the previous recommendations.
[70] The First Report, at paragraph 7.10.
[71] The First Report, at paragraphs 8.5, 8.6 and 8.13.
[72] In the Housing Authority's Private Sector Participation Scheme, the Defect Liability Period is 12 months from the date of the Assignment. Starting from Phase 17A in 1995, the Defect Liability Period of Home Ownership Scheme units has changed to 12 months from the date of the completion certificate.
[73] The First Report, at paragraphs 17.5 and 17.7.
[74] (1) The definition of common parts; (2) the number of undivided shares allocated to each unit and the method of apportionment of management charges; (3) the fact that the number of undivided shares is subject to change; (4) the sum payable by the owners as deposit for the first year budgeted management expenses (to be expressed in terms of a specific number of months of management fee if the exact amount has not yet been worked out); (5) any restrictions imposed on owners in the use of the common parts; (6) interest and charges on owners who default in paying sums due under the DMC; and (7) the name of the first manager (if already decided) and the minimum period of its management. See paragraph 10.13 of First Report.
[75] The First Report, at paragraph 10.15.
[76] Non-renewable Government Leases which expire before 30 June 1997 are automatically extended up to 30 June 2046 without payment of additional premium but a new Government rent is payable (see Annex III of the Sino-British Joint Declaration on the Future of Hong Kong). All Government Leases whether in Hong Kong Island, Kowloon or the New Territories which have been granted since 27 May 1985 are also subject to this new Government rent from 1 July 1997 (see paragraph 1 of explanatory notes to Preliminary Advices on Government Rent issued by the Rating and Valuation Department to individual owners in April 1997.) The result is that many new developments are subject to the new Government rent, as they are built on lots of land granted after 27 May 1985. The new Government rent is at three percent of the rateable value of the property and so can be a substantial sum. This being the case, the Rating and Valuation Department has since 1 July 1997 issued demands for Government rent to the individual owners who are so liable.
[77] The First Report, at paragraphs 11.12 to 11.13.
[78] See Legal Advisory and Conveyancing Office Circular Memorandum No 22 dated 30 September 1996.
[79] First Report, at paragraphs 12.6, 12.15 and 12.16.
[80] First Report, at paragraphs 13.7, 13.13, 13.14, 13.18, 13.22, 13.24, 13.29.
[81] First Report, at paragraph 15.27.