CS Bored Pile System Pte Ltd v Evan Lim & Co Pte Ltd

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 20 January 2006
• Neutral Citation: [2006] SGHC 11
• Docket Number: Suit No 253 of 2005
• Date: 20 January 2006
• Published date: 23 January 2006
• Year: 2006
• Plaintiff Counsel: Alvin Yeo SC, Ian De Vaz and Elaine Tan Yi Ling (Wong Partnership)
• Citation: [2006] SGHC 11
• Defendant Counsel: Tan Liam Beng and Eugene Tan (Drew and Napier LLC)
• Court: High Court (Singapore)
• Subject Matter: Formation,Plaintiff signing document provided by defendant but withholding document from defendant,Contract,Defendant company's executive director signing plaintiff's written quotation, placing defendant's stamp on quotation and writing note that terms and conditions of quotation to be agreed above signature,Whether signature constituting written acceptance of quotation or mere acknowledgment,Acceptance,Whether binding and enforceable agreement existing,Whether such conduct amounting to acceptance

20 January 2006 Judgment reserved.

Choo Han Teck J:

1 The plaintiff is a company carrying on the business of bored piling works. The defendant is a company carrying on the business as a general building contractor. On or about 18 November 2004, the defendant was awarded two contracts by the Housing and Development Board (“the Employer”) known as C34 and C35 at a site known as Sengkang Neighbourhood 2. Piling work was required for the construction at the site under both the C34 and C35 contracts. In this claim for damages for breach of contract, the plaintiff alleged that the defendant had an agreement whereby they would work out the most suitable quotation for the piling work under the main contract for the defendant to use in its tender submission to the Employer. It further alleged that as part of that agreement, the defendant would award the piling subcontract to the plaintiff should the former be awarded the main contract. The defendant denied such an agreement.

2 The relevant chronology of events is as follows. In August or September 2004, the defendant invited the plaintiff to submit quotations for the piling work in the C34 and C35 projects which the defendant was planning to bid for appointment as the main contractor. The plaintiff gave a quotation on the C35 project to the defendant on 8 September 2004. This was done by way of a letter setting out the plaintiff’s terms and conditions of contract. There were a total of seven numbered conditions from (1) to (7). Shortly thereafter, when the plaintiff was informed that the defendant would be bidding for the C34 project as well, the plaintiff’s representatives met with the defendant’s representatives on 11 September 2004, and gave them another copy of their quotation to cover both the C34 and C35 projects, dated 9 September 2004. This new quotation was identical to the first quotation – with one important difference. In the second quotation (“AB 75”), the plaintiff added condition (8) which reads as follows:

This offer is valid only if written confirmation of acceptance of offer by Evan Lim & Co Pte Ltd [sic]. The whole bored piling works shall be awarded to CS Bored Pile/CS Construction, whichever is appropriate, if Evan Lim is awarded the project.

3 The second quotation was signed by Ken Lim, the defendant’s Executive Director, and dated 10 September 2004. The plaintiff’s witnesses, Jimmy Lim Chee Eng (“Jimmy Lim”) and Koo Chung Chong (“Koo”), testified that the date was erroneously written as 10 September 2004 because the actual date of the meeting was 11 September 2004, a Saturday when such meetings usually take place. Both sides accept that it was not crucial to the dispute whether the date was 10 or 11 September 2004. The purpose of this meeting was to work out the rates for the various items of work, and thus the rates that the defendant would use in its tender documents to the Employer. According to Jimmy Lim and Koo, Ken Lim made the appropriate changes to the figures by hand to AB 75; thereafter, he placed the defendant’s stamp on it and signed it as the defendant’s Executive Director. Ken Lim had also written in his hand the words, “Terms & Conditions to be discussed” just below condition (8) and above his signature. I shall revert to this condition shortly.

4 On 6 October 2004, Ken Lim informed the plaintiff that another subcontractor, Millennium Master, had offered lower rates than that which the plaintiff and defendant had worked out on 11 September 2004 – I am using 11 September as the relevant date because I am of the view that the plaintiff’s evidence is probable and reliable – and asked if the plaintiff would reduce the agreed rates, and also to bear the costs of removing the bored earth from the project site. It...