CIMB Bank Bhd v World Fuel Services (Singapore) Pte Ltd
Jurisdiction | Singapore |
Judge | Dedar Singh Gill JC |
Judgment Date | 09 June 2020 |
Neutral Citation | [2020] SGHC 117 |
Court | High Court (Singapore) |
Docket Number | Suit No 184 of 2018 |
Published date | 13 June 2020 |
Year | 2020 |
Hearing Date | 31 October 2019,29 October 2019,27 December 2019,01 November 2019,30 October 2019,05 November 2019 |
Plaintiff Counsel | Chan Kia Pheng, Samuel Lee Jia Wei and Tan Jia Hui (LVM Law Chambers LLC) |
Defendant Counsel | Nair Suresh Sukumaran, Bryan Tan Tse Hsien and Bhatt Chantik Jayesh (PK Wong & Nair LLC) |
Subject Matter | Banking,Lending and security |
Citation | [2020] SGHC 117 |
In this action, CIMB Bank Berhad (“CIMB”) claims against World Fuel Services (Singapore) Pte Ltd (“WFS”) for sums under a deed of debenture dated 15 July 2016 (“the Debenture”). The Debenture assigned to CIMB rights under 11 invoices issued by Panoil Petroleum Pte Ltd (“Panoil”) (“the 11 Panoil Invoices”) and 11 sales confirmations issued by Panoil (“the 11 Panoil Sales Confirmations”). The 11 Panoil Sales Confirmations incorporated terms from a document titled “Panoil’s Terms and Conditions For Sales of Marine Fuel” (“Panoil’s Terms and Conditions”). The aforesaid invoices, sales confirmations and terms and conditions are collectively referred to as “the Sales Documents”. The Sales Documents related to 11 separate sales of marine fuel oil by Panoil to WFS (“the Subject Transactions”).
Facts Background CIMB is the Singapore branch of a bank incorporated in Malaysia and is licensed to provide banking services in Singapore.1 CIMB provided such services to Panoil. On 2 October 2017, Panoil was placed under judicial management.2 It has since been wound up. Panoil occupied a different position in the supply chain for marine fuel oil from WFS.3 Panoil was a physical
CIMB’s banking services to Panoil were governed by a facility letter dated 29 June 2016 (“the Facility Letter”). The loan facility contained therein was secured,
In or around mid-August 2017, CIMB discovered that Panoil was in financial trouble.7 Based on news that Panoil’s bunker crafter operator’s license had been revoked, CIMB realised that Panoil’s operations could suffer.8 CIMB then issued WFS a notice of assignment on 29 August 2017 (“the Notice of Assignment”) of its rights under the Debenture.9
On 22 February 2018, CIMB sought to exercise its rights as the legal assignee under the Debenture against WFS.10
The witnesses The following witnesses appeared for CIMB:
The following witnesses appeared for WFS:
CIMB claims that Panoil assigned to it certain rights under the Sales Documents pursuant to the Debenture.21 These Sales Documents incorporated cl 8.2 of Panoil’s Terms and Conditions, which provide that WFS was obliged to pay Panoil for each sales invoice “free … of set-off”.22
The details of the 11 Panoil Invoices are as follows:23
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
In total, CIMB claims US$5,093,643.82 and late payment interest of US$596,894.9924 under the rights contained in the Sales Documents pursuant to the Debenture.
WFS’ caseWFS denies the authenticity of the Debenture. WFS also maintains that, as a matter of contractual interpretation, the Debenture did not assign Panoil’s rights under the Sales Documents to CIMB.
In addition, WFS does not admit that the Sales Documents governed the Sales Transactions. Instead, WFS claims that each of the Subject Transactions was covered by at least one of the following documents:25
I refer to the first three documents collectively as the “Umbrella Contracts”.
Essentially, WFS contends that the Subject Transactions were part of a composite “buy-sell” relationship in which Panoil sold fuel oil to WFS before Panoil bought the
WFS also denies that cl 8.2 of Panoil’s Terms and Conditions had been successfully incorporated into any of the Sales Documents and, in particular, into the Sales Confirmations. Accordingly, WFS retained its rights of set-off. WFS successfully exercised these rights of set-off against Panoil and is therefore no longer liable to CIMB in respect of the Subject Transactions. Finally, WFS submits that CIMB must prove “loss” in order to succeed in its claims.
Issues to be determined The following issues arise in this action:
The Debenture contains two signatures purportedly belonging to Alvin Yong Chee Ming (“Yong”), Panoil’s former managing director, and Lim Shi Zheng (“Lim”), a director of Panoil. WFS insists that CIMB proves these signatures belong to Yong and Lim.
CIMB’s treatment of the original Debenture in this suit is relevant in two aspects.
First, the late disclosure of the original Debenture. CIMB disclosed a
To continue reading
Request your trial-
CIMB Bank Bhd v World Fuel Services (Singapore) Pte Ltd and another appeal
...Berhad (“CIMB”) against the decision of the High Court judge (the “Judge”) in CIMB Bank Berhad v World Fuel Services (Singapore) Pte Ltd [2020] SGHC 117 (the “Judgment”). The Judge dismissed CIMB’s claims in Suit No 184 of 2018 (“HC/S 184/2018”) on the ground that the authenticity of a deed......