Imperial Steel Drum Manufacturers Sdn Bhd v Wong Kin Heng

JurisdictionSingapore
JudgeS Rajendran J
Judgment Date12 February 1997
Neutral Citation[1997] SGHC 33
Docket NumberSuit No 1779 of 1992
Date12 February 1997
Year1997
Published date19 September 2003
Plaintiff CounselHarish Kumar (Chor Pee & Co)
Citation[1997] SGHC 33
Defendant CounselManjit Singh and Samuel Chacko (Manjit Samuel & Partners)
CourtHigh Court (Singapore)
Subject MatterPersonal guarantee for repayment of Company's debt,Acceptance,Debt and Recovery,Counterclaim,Right of set-off,Whether a document drafted by A and signed by B was an offer from B which A had to accept,Formation,Consideration,Whether forbearance to sue the Company was sufficient consideration,Forbearance,Whether defendant's counterclaim in an action in Malaysia a defence,Contract

The plaintiffs were manufacturers of steel drums. Between October and December 1990 the plaintiffs, at the request of Automatic Packing & Services Sdn Bhd (Automatic) delivered 52,694 new steel drums to a palm oil factory in Kuantan owned by Felda Refinery Corporation (Felda).

The invoices in respect of the drums were issued in the name of Felda and it was Felda that acknowledged receipt of the goods and kept records of the deliveries.
No complaints were received from Felda about any delay in delivery or any defects to the drums delivered. In addition to the plaintiffs, Rheem (Malaysia) Sdn Bhd (Rheem) also delivered drums to Felda at the request of Automatic. Rheem delivered 6,000 drums between 13 and 26 November 1990. The last delivery made by the plaintiffs was on 6 December 1990.

Some payments were made to the plaintiffs in respect of the drums but by the end of December 1990 there still remained an amount in excess of one million ringgit outstanding.
As this amount continued to remain outstanding the plaintiffs began to get progressively more concerned, especially since Automatic was only a RM$2 company.

Payment Date Amount
15 March 1991 RM$ 400,000.00
28 March 1991 RM$ 150,000.00
12 April 1991 RM$ 150,000.00
26 April 1991 RM$ 150,000.00
10 May 1991 RM$ 236,257.14
RM$ 1,056,257.14



Yours faithfully We confirm the above debt and the repayment schedule.
......................... .....................................
Wong Kin Heng Signed by:
IC No 4446214 Name & Address:
530 East Coast Road
Eucalia Block For and on Behalf of Automatic
#03-02, Singapore 1545 Packaging & Services Sdn Bhd.
We agree to allow repayment
by the above instalments.
For and on behalf of
Imperial Steel Drum Manufacturers Sdn Bhd.



The defendant was the person managing Automatic.
The plaintiffs sought to obtain a personal guarantee from him to cover the outstanding debt. On 4 March 1991, Marie Wong, the finance director of the plaintiff company, drafted a letter dated 4 March 1991, addressed to the plaintiffs, for the defendant to sign. The draft ended as follows:

However, in view of temporary liquidity problems, I hereby request that you allow Automatic Packaging & Services Sdn Bhd to repay the said sum due to you in the following manner and I agree to be answerable to you for the prompt and punctual payment of these instalments:

Thank you for your indulgence.



Marie Wong decided on the instalments after consulting Peter Wong, the then sales manager of the plaintiffs, on the defendant`s ability to pay.
All previous dealings with the defendant in respect of these drums had been through Peter Wong. Marie Wong asked Peter Wong to approach the defendant and ask him to sign the draft letter. Peter Wong subsequently returned the document to her signed by the defendant.

Marie Wong told the court that she was not satisfied with the way the defendant had signed the document.
The defendant had, in her words, been `a little tricky`. He had in addition to putting the stamp of Automatic in the column meant for Automatic`s signature, also placed the stamp of Automatic over his own signature in the left column.

The plaintiffs waited for 15 March 1991, the date for the first instalment envisaged in the letter of 4 March 1991.
No payment was received. Wang Lai Suan (Wang), the general manager of the plaintiffs, on 18 March 1991 sent a letter to the defendant, at the defendant`s residential address, drawing the defendant`s attention to the fact that the first instalment of RM$400,000 was not paid as promised and asking the defendant to contact him immediately on the course of action the defendant proposed to take.

On 21 March 1991, Wang went to the defendant`s house to discuss the payments.
The defendant told Wang not to worry because he had property in Pasir Gudang and was applying for a loan. He said he would pay when the loan was approved but refused to give a firm commitment on a payment schedule. Wang denied a suggestion by counsel for the defendant that the defendant had told him that night that neither Automatic nor the defendant would consider making any payments until the problem with Felda was sorted out. On 25 March 1991, the plaintiffs received a cash payment of M$70,000 from Peter Wong. There were no further payments thereafter.

Payment Date Amount



Yours faithfully We confirm the above debt and the repayment schedule.
......................... .....................................
Wong Kin Heng Signed by:
IC No 4446214 Name & Address:
530 East Coast Road
Eucalia Block For and on Behalf of Automatic
#03-02, Singapore 1545 Packaging & Services Sdn Bhd.
We agree to allow repayment
by the above instalments.
For and on behalf of
Imperial Steel Drum Manufacturers Sdn Bhd.



On 27 March 1991, Marie Wong prepared another draft letter for the defendant to sign.
In this draft she left the repayment schedule blank for the defendant to complete. The draft was as follows:

I refer to my letter of 4 March 1991 and apologise for the delay in payment as I was away.

Please be informed that I will ensure that Automatic Packaging & Services Sdn Bhd of 14 Jalan Hijau Muda Enam, Taman Pelangi, 80400 Johore Bahru, pay up all debts due to you.

As explained to you, my land and other property in Pasir Gudang is more than sufficient to meet all debts and that my cash flow problem now is only temporary.

I have since paid you RM$70,000 in cash. As for the balance sum of RM$1,016,257.14 I will make the following payments to you without fail in the following manner:

Thank you for your indulgence.



That night Wang took the draft to the defendant`s house.
The defendant again told Wang that he would repay the debt once his loan was approved. Wang handed the draft to the defendant and told the defendant that if the defendant wanted the plaintiffs to give time to Automatic to pay, he should fill in the repayment schedule in the draft and return the draft to him. Wang again denied suggestions by counsel that the defendant had told him that until the problems with Felda were sorted out neither the defendant nor Automatic would consider making payments.

The defendant did send a letter to the plaintiffs containing a repayment schedule.
This was a letter dated 1 April 1991 but the letter was not in terms of the draft of 27 March 1991. The defendant had, inter alia, changed the word `I` to `We`, left out that part of the letter that required his personal signature and re-typed the letter on Automatic`s letterhead. In this letter the defendant, on behalf of Automatic, proposed making five monthly payments of RM$200,000 on the 15th of every month commencing 15 June 1991.

On 2 April 1991, Marie Wong, Peter Wong and Ng Joo Soon, the chairman of the plaintiffs met the defendant at the plaintiffs` office.
Marie Wong testified that the letter from Automatic dated 1 April 1991, tendered by the defendant at that meeting, was unsatisfactory and that what the plaintiffs wanted was the personal undertaking of the defendant to pay the debt. She testified that after some discussion, the defendant agreed that he would guarantee repayment in instalments of RM$51,000 a week effective 24 April 1991. He also agreed that interest at 2% above the basic lending rate in Malaysia would be payable.

Yours faithfully We confirm the above debt and the repayment schedule.
......................... .....................................
Wong Kin Heng Signed by:
IC No 4446214 Name & Address:
530 East Coast Road
Eucalia Block For and on Behalf of Automatic
#03-02, Singapore 1545 Packaging & Services Sdn Bhd.
We agree to allow repayment
by the above instalments.
For and on behalf of
Imperial Steel Drum Manufacturers Sdn Bhd.



Upon agreement being reached Marie Wong immediately prepared a document dated 2 April 1991 containing the agreed terms.
The document read as follows:

I refer to my letter of 14 March 1991 [it was not in dispute that the reference should in fact be to 4 March 1991] and apologise for the delay in payment as I was away.

Please be informed that I will ensure that Automatic Packaging & Services Sdn Bhd of 14 Jalan Hijau Muda Enam, Taman Pelangi, 80400 Johore Bahru, pay up all debts due to you.

As explained to you, my land and other property in Pasir Gudang is more than sufficient to meet all debts and that my cash flow problem now is only temporary.

I have since paid you M$70,000 in cash. As for the balance sum of M$1,016,257.14 and all interest accrue to you computed on the basis of BLR plus 2%, I will make payments to you without fail according to the attached schedule marked `A`.

Thank you for your indulgence.



Marie Wong gave this document to the defendant to sign.
The defendant signed above his own name as well as for and on behalf of Automatic.

In cross-examination, Marie Wong confirmed that, at the meeting, the defendant did say that there were some problems between C Itoh & Co Pte Ltd (C Itoh) and Felda in relation to the palm oil packed in the drums and that, as a result, Automatic had not been fully paid; she denied a suggestion that the defendant had said that it was the plaintiffs` delay in making deliveries to Felda and the plaintiffs` delivery of defective drums that led to this problem.


In spite of the letter signed by the defendant on 2 April 1991, the plaintiffs received no further payments either from Automatic or from the defendant.
The plaintiffs therefore, in May 1991, commenced proceedings in Singapore against the defendant (in Suit No 1026/91) for the sum of RM$1,016,257.14 said to be due to them under the...

To continue reading

Request your trial
3 cases
  • Ang Sin Hock v Khoo Eng Lim
    • Singapore
    • Court of Appeal (Singapore)
    • 8 d4 Abril d4 2010
    ...Systems International v Airservices Australia (1997) 146 ALR 1 (refd) Imperial Steel Drum Manufacturers Sdn Bhd v Wong Kin Heng [1997] 1 SLR (R) 297; [1997] 2 SLR 695 (refd) J Evans & Son (Portsmouth) Ltd v Andrea Merzario Ltd [1976] 1 WLR 1078 (refd) Kamouh v Associated Electrical Industri......
  • Real Estate Consortium Pte Ltd v
    • Singapore
    • High Court (Singapore)
    • 29 d3 Dezembro d3 2010
    ...Ltd v Jurong Engineering Ltd [2000] 1 SLR (R) 204; [2000] 2 SLR 54 (refd) Imperial Steel Drum Manufacturers Sdn Bhd v Wong Kin Heng [1997] 1 SLR (R) 297; [1997] 2 SLR 695 (refd) Info-communications Development Authority of Singapore v Singapore Telecommunications Ltd [2002] 2 SLR (R) 136; [......
  • Lam Hong Leong Aluminium Pte Ltd v Lian Teck Huat Construction Pte Ltd and Another
    • Singapore
    • High Court (Singapore)
    • 10 d1 Março d1 2003
    ...and approve of and adopt the reasoning from, the following extract of Imperial Steel Drum Manufacturers Sdn Bhd v Wong Kin Heng [1997] 2 SLR 695 (at pp 709-710 para I accepted the submission of Mr Kumar. It made no commercial sense for the plaintiffs to supply drums worth over a million dol......

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT