Gardner Smith (SE Asia) Pte Ltd v Jee Woo Trading Pte Ltd

• Jurisdiction: Singapore
• Court: High Court (Singapore)
• Judge: Warren Khoo L H J
• Judgment Date: 31 March 1998
• Neutral Citation: [1998] SGHC 94
• Citation: [1998] SGHC 94
• Defendant Counsel: Cheong Aik Chye (Judy Loke & Cheong)
• Plaintiff Counsel: Harpal Singh and B Mahtani (Harpal, Wong & M Seow)
• Published date: 19 September 2003
• Docket Number: Suit No 1041 of 1996
• Date: 31 March 1998
• Subject Matter: Contractual terms,Sale of goods,Construction,Principles of construction,Whether court entitled to find no contract concluded even though neither party pleaded point,Payment terms,Whether any contract concluded by reason of failure to agree on payment terms,Whether court able to construe meaning of 'workable',Commercial Transactions,Whether parties had agreed on payment terms,Meaning of 'workable' letter of credit in sale contract,Contract

Judgment:

WARREN LH KHOO J

Cur Adv Vult

The plaintiffs and defendants purported to enter into a contract for the sale of 500 metric tons of copra at the price of $435 per metric ton C & F Chittagong liner terms. To ease reading, I shall refer to the purported contract simply as the contract. Neither party has admitted it, but ambiguity characterised their relationship from start to finish. Eventually, the transaction came to grief over whether the letter of credit established by the buyers (the plaintiffs) were `workable`, and the failure of the sellers to provide a performance bond required by the contract.

2.For a start, it is not certain whether the stipulation of a `workable l/c` was part of the contract. The contract is said to have been entered into by an exchange of telexes on 1 and 2 November 1995. While the buyers` telex of 1 November and their `Purchase Confirmation` dated 2 November required that payment was to be `by irrevocable, unrestricted letter of credit at sight`, the sellers` telex of 1 November required the buyers to establish an `irrevocable, unrestricted, workable letter of credit acceptable to sellers` and their fax of 2 November headed `Sales Contract` required the buyers to establish `irrevocable, unrestricted workable l/c`. So, the buyers` terms did not contain the word `workable`, but the sellers` did.

3.There is no evidence as to which of the two documents, the buyers` `Purchase Confirmation` or the sellers` `Sales Contract`, was the later document issued. To add to the confusion and ambiguity, the buyers` statement of claim alleges (I do not know if one can say, quite unexpectedly) that the contract provided for a `workable` letter of credit. However, this is a phrase from the sellers` `Sales Contract`; it does not appear in the buyers` own `Purchase Confirmation`. The statement of claim then confuses the position even further by alleging that the contract provided that the sellers should inform the purchasers at least 20 days in advance of the intended vessel loading date. This is a clause found in the buyers` `Purchase Confirmation`, but not in the sellers` `Sales Contract`. The buyers appear to have simply married the two documents, an impossible situation as the two documents could hardly have been issued at the same time.

4.It bears noting that neither the `Sales Contract` nor the `Purchase Confirmation`, although signed by the party issuing it, was not signed by the other party.

5.Therefore although their own `Purchase Confirmation` did not refer to `workable l/c`, the...