Arovin Ltd and another v Hadiran Sridjaja

• Jurisdiction: Singapore
• Judge: Vivian Ramsey IJ
• Judgment Date: 12 November 2018
• Neutral Citation: [2018] SGHC(I) 9
• Court: International Commercial Court (Singapore)
• Docket Number: Suit No 5 of 2018 (Summons No 32 of 2018)
• Published date: 16 November 2018
• Year: 2018
• Hearing Date: 07 September 2018,28 September 2018,21 September 2018
• Plaintiff Counsel: Paul Seah, Alcina Chew, Eugene Low and Pang Hui Min (Tan Kok Quan Partnership)
• Defendant Counsel: Andy Leck, Michelle Lee and Kong Xie Shern (Wong & Leow LLC)
• Citation: [2018] SGHC(I) 9

Vivian Ramsey IJ: Introduction

The plaintiffs seek various further and better particulars which have been put into three categories in the parties’ submissions: Requests 1, 2, 4, 5(b)(i), 7(b)(i), 8 and 14: These relate to pleaded understandings or agreements where the plaintiffs seek particulars of the manner in which the understanding or agreement arose and, if orally, for the defendant to state what was stated by the relevant parties in giving rise to the understanding or agreement. Requests 5(b)(iii), 7(b)(iii) and 9: These relate to pleaded understandings or a refusal where the plaintiffs seek particulars of the manner in which the understandings or refusal arose and, if in writing, for the defendant to identify the relevant document. The defendant has provided particulars in response to these Requests. Request 3: This relates to particulars of allegations concerning a settlement. The defendant has provided particulars response to these Requests.

As a result, it is only necessary to consider the first category relating to understandings or, for Request 14, an agreement, where the plaintiffs seek particulars of what was stated by the relevant parties, in relation to the oral understandings or agreement.

The law

The parties agree on the principles to be applied in deciding whether or not to order further and better particulars. The general purpose of particulars is not in dispute. Given the scope of the remaining requests, I consider that the appropriate principles are these: As set out in Singapore Court Practice 2018 (Jeffrey Pinsler gen ed) (LexisNexis, 2018) at para 18/12/10:

[A party] may ask, if the term is oral, for particulars as to the circumstances in which the verbal communication was made and the persons between whom the contract was made… To ensure that the response to the request for particulars is comprehensive, the party usually frames his specific requests in the alternative. For example, it might be phrased in the following way: (i) if oral, state the persons between whom the oral communication was made and the names of those persons as well as the date on which and the time and place at which the said communication was made;…

…

The court will not allow this procedure to be used to obtain evidence. See Wright Norman v Overseas-Chinese Banking [1992] 2 SLR(R) 452; Wright v Times Business Publications [1991] 1 SLR(R) 196 [1991] 3 MLJ 12; Temperton v Russell (1893) 9 TLR 318, at 321; General Electric v Simplex [1971] RPC 351. Such an objective may be apparent when sufficient particulars have been given and the objecting party seeks the facts on which those particulars are based…

‘... Particulars will be ordered whenever the master is satisfied that without them the applicant cannot tell what is going to be proved against him at the trial. But how his opponent will prove it is a matter of evidence of which particulars will not be ordered.’ (In the matter of Surge Electrical Engineering and Powertec Engineers [2002] SGHC 280).

As stated in Singapore Civil Procedure 2018 (Foo Chee Hock editor-in-chief) (Sweet & Maxwell, 2018) (“Singapore Civil Procedure 2018”) at para 18/12/2:

Finally, it should be emphasised that particulars would not generally be ordered in respect of matters of evidence or inference drawn or substitute interrogatories…

As also stated in Singapore Civil Procedure 2018 at para 18/12/5:

Agreement – The pleading should state the date of the alleged agreement, the names of all parties to it, and whether it was made orally or in writing, in the former case stating by whom it was made and in the latter case identifying the document, and in all cases setting out the relevant terms relied on (Turquand v. Fearon (1879) 48 L.J.Q.B. 703). If the agreement is not under seal, the consideration must also be stated. The precise words used in the making of an oral agreement need not be stated…

The understandings or agreement

The defendant has pleaded in the defence: In paragraph 8(b) that “[b]ased on a plain reading of Clause 2.1.1 of the alleged Agreement and the understanding between the 2nd Plaintiff and the Defendant…” In paragraph 8(f) that “[b]ased on a plain reading of Clause 3.1.1 of the alleged Agreement and the understanding between the 2nd Plaintiff and the Defendant….” In paragraph 17 that “in return for the financial commitments which Shefford, the Defendant and the Plaintiffs made to EDBI pursuant to the Initial PCOA, it was understood that they or their nominees would be allocated certain volumes of various offtake products from JAC once production began….” In paragraph 18(a) that “the Plaintiffs, Vinmar, and the Defendant shared the common understanding that the entity…” In paragraph 18(b) that “[t]he common understanding between the Plaintiffs, Vinmar, and the Defendant was that…” In paragraph 18(c) of the Defence that “the Plaintiffs, Vinmar, and the Defendant shared the common understanding that the allocation of the Multi-Products Offtake Volumes… would first be parked with Vinmar as a temporary bridging measure” In paragraph 42 that “the Plaintiffs had already assumed responsibility for payment of the EDBI Shareholder Support Amount and the EDBI SBLC fees when Vinmar agreed to...