Rotol Projects Pte Ltd v CCM Industrial Pte Ltd
Jurisdiction | Singapore |
Judge | Quentin Loh J |
Judgment Date | 15 April 2014 |
Neutral Citation | [2014] SGHC 72 |
Court | High Court (Singapore) |
Docket Number | Suit No 255 of 2011 |
Year | 2014 |
Published date | 17 April 2014 |
Hearing Date | 12 August 2013,12 July 2013,26 August 2013,10 July 2013,11 July 2013,23 August 2013,09 July 2013 |
Plaintiff Counsel | John Chung and Maurice Tan (Kelvin Chia Partnership) |
Defendant Counsel | Ng Hweelon (Legal Clinic LLC) |
Subject Matter | Building and Construction Law,Building and construction contracts,Lump sum contract,Terms |
Citation | [2014] SGHC 72 |
This judgment is for consolidated Suits No 255 and No 736 of 2011. As the proceedings have been bifurcated, quantum will be assessed at a later stage. This judgment deals solely with the question of liability. I gave oral judgment on 4 March 2014 and the defendant has appealed against my decision.
Background factsRotol Projects Pte Ltd (“the Plaintiff”) brought these proceedings to recover sums due to it under an aluminium and glazing sub-contract entered into with the defendant. CCM Industrial Pte Ltd (“the Defendant”) was the main contractor employed by Park Regis Investments Pte Ltd (“the Employer”) for the construction of a 7-storey block hotel/office development with a basement carpark on Lot 353X TS07 and Lot 462W TS08 at the intersection of Merchant Road and Keng Cheow Street, now known as the Park Regis Hotel (“the Project”). The Project architects were RSP Architects Planners & Engineers Pte Ltd (“the Architects”) and the quantity surveyors were WT Partnership (“WTP”).
The Defendant employed the Plaintiff to carry out the aluminium and glazing works for the Project pursuant to a lump sum sub-contract (“the Sub-contract”) priced at S$3.15m. I pointed out to parties that the opening paragraph of the Defendant’s works order dated 2 July 2009 (“the Defendant’s Works Order”) stated that parties “shall enter into a subcontract agreement … in accordance with the following terms and conditions”,
The parties have helpfully jointly put forward an agreed list of issues, as follows:
It will be convenient to deal with these two issues together as there are some common issues and defences raised to the Plaintiff’s claims.
The meaning of a lump sum contract In its pleadings and its opening statement, the Defendant’s contention was that this is a lump sum contract,
The key terms of the Sub-contract as contained in the Plaintiff’s Quotation of three pages were as follows:5
The key terms in the Defendant’s Works Order, which was signed by the Plaintiff, were as follows:6
1 Scope of Works To [s]upply, fabricate and install external aluminium and glazing works for the abovementioned project with the total lump sum amount of S$3,150,000.00 (Singapore Dollar: Three Million One Hundred Fifty Thousand only). The breakdown of cost shall be referred to the quotation ref: RP010609 dated 08 June 2009.…
3 Terms of Payment Monthly progressive payments in accordance to standard SOP.LC For procurement of glass and aluminium extrusion.
There will be 10% retention of the contract amount. 5% retention sum will be released upon completion of work and balance 5% will be 6 months upon completion of work.
At this juncture, it is important to highlight the context in which the Sub-contract was entered into. The Sub-contract documentation was typical of an informal type of construction subcontract and did not follow any of the usual building contract standard forms. The parties were not overly sophisticated and the Sub-contract documentation was unfortunately wanting in clarity and incomplete in many respects. The testimonies of the Plaintiff’s former general manager Steven Chow Mun Poh (“Mr Chow”), the Defendant’s senior project manager Gan Chee Keong (“Mr Gan”) and chief executive officer, Liew Sen Keong (“Mr Liew”) clearly demonstrated imprecise usage of technical contractual terms within the construction industry.
During the trial, some confusion arose over the use of the terms “variations”, “additions” and “omissions” by the parties. In law, the term “variation” refers to a change to the work which a contractor was originally contracted to do for a lump sum price which could comprise (but is not restricted to) any increase or decrease in the quantity of any part of the works; any changes to the character, quality or nature of any part of the works as well as “additions” and “omissions”: Chow Kok Fong,
However, whilst the Plaintiff used the terms “omissions” and “additions” to refer to those changes that fell within the Sub-contract, it used the term “additional works” to refer to those changes that fell
Proceeding on its understanding of the above terms, the Plaintiff averred that it had, in accordance with the Defendant’s instructions, carried out its work according to revised drawings issued by the Architects that,
The Plaintiff further claimed payment for ten items of additional works falling
In my judgment, on a true and proper construction of the contract documents, this was not a lump sum contract as contended for by the Defendant but a lump sum contract as contended for by the Plaintiff,
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Variations
...“extra” or “change to the works”. In the US, variations are referred to as “changes”. 2 Rotol Projects Pte Ltd v CCM Industrial Pte Ltd [2014] SGHC 72 at [10]–[11], per Quentin Loh J. 3 Yorkshire Water Authority v Sir Alfred McAlpine & Son (Northern) Ltd (1985) 32 BLR 114. Where a contracto......
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Contract Law
...which may not actually be CSS. 12.55 A final instance is the High Court decision of Rotol Projects Pte Ltd v CCM Industrial Pte Ltd[2014] SGHC 72 (Rotol Projects), where the court used the Sembcorp Marine three-step process to reject the implication of a binding claims procedure argued for ......