Rudhra Minerals Pte Ltd v MRI Trading Pte Ltd (formerly known as CWT Integrated Services Pte Ltd)

JudgeAndrew Ang J
Judgment Date25 September 2013
Neutral Citation[2013] SGHC 187
CourtHigh Court (Singapore)
Docket NumberSuit No 325 of 2012
Published date11 October 2013
Hearing Date22 August 2013,11 April 2013,12 April 2013,24 July 2013
Plaintiff CounselTan Poh Ling Wendy and Tony Tan Soon Yong(Stamford Law Corporation)
Defendant CounselTan Chai Ming Mark and Melissa Marie Tan Shu Ling(Asia Practice LLP)
Subject MatterContract,Formation,Certainty of terms,Intention to create legal relations,Equity,Estoppel,Estoppel by convention/common assumption,Estoppel by representation
Citation[2013] SGHC 187
Andrew Ang J:

The question in this case is deceptively simple: was there a binding contract between the parties?

The Plaintiff is Rudhra Minerals Pte Ltd (“Rudhra Singapore”). The Defendant is MRI Trading Pte Ltd, formerly known as CWT Integrated Services Pte Ltd (“MRI”). Both parties are private limited companies incorporated in Singapore and in the business of trading coal and other commodities. In mid-2011, there were negotiations for the Plaintiff to purchase coal from the Defendant. However, the transaction never materialised and the Plaintiff sued the Defendant for damages, arguing that the Defendant was in repudiatory breach of an alleged agreement made between the parties.

The facts

The following paragraphs set out the main facts relevant to the present dispute. For ease of reference, a chronology of events has also been summarised in a table in the Annexure below.

The CoalTrans Meetings

The parties’ relationship began in or about the end of May 2011 at the 17th Annual CoalTrans Conference in Bali, Indonesia, an annual conference organised for the coal industry (“the CoalTrans Conference”). The Plaintiff’s representatives, namely, Ajaya Bhanja, Satish Sudarsan (“Satish”) and Sim Ming Hui (“Jeffrey”), met with the Defendant’s representatives, Benjamin David Harburg (“Ben”) and Ng Wee Teck (“Wee Teck”), at the CoalTrans Conference. Satish was from the Marketing & Operations Department of the Plaintiff’s Indian associated company, whereas Jeffrey was a senior manager/trader of the Plaintiff’s Indonesian associated company. Ben was the director for Mining Investments and Operations in the Defendant’s parent company.1 Wee Teck was the procurement manager of Mining Investments and Operations of the Defendant.

There were two meetings between the parties’ representatives at the CoalTrans Conference (“the CoalTrans Meetings”), the first meeting being more introductory in nature.2 During the CoalTrans Meetings, the parties discussed the possibility of the Defendant supplying to the Plaintiff BA-63 coal at US$96 per metric tonne (“MT”) for a shipment between 21 and 30 July 2011 and US$97 per MT for a shipment in August 2011 (collectively referred to as the “Cargo”). The parties differ on whether a deal was actually concluded at the CoalTrans Meetings. However, it is common ground that during the CoalTrans Meetings, the Defendant informed the Plaintiff that the intended supplier of the Cargo would be PT Bukit Asam (Persero) Tbk (“PTBA”), a government-owned Indonesian coal company, whose choice of load port surveyor was PT Carsurin. The Plaintiff then requested that the Defendant check with PTBA as to whether PTBA would be agreeable to changing the load port surveyor to either PT Sucofindo or PT Geoservices and the Defendant agreed to do so.

Some explanation of the applicable technical terms may be useful here. BA-63 coal refers to a type of PTBA coal with a calorific value of 6,300 kilocalories.3 A load port surveyor in the present context is a professional surveyor, chosen by parties to a transaction, who is responsible for taking a sample of the coal and analysing that sample according to international standards to determine its chemical composition and properties.4 The results of the load port surveyor’s analysis will indicate whether the goods conform to the contractual specifications. If the goods fail to meet the contractual specifications and the contract provides for rejection levels, the buyer may be contractually entitled to reject the goods. Rejection levels (or rejection limits) are certain “tolerance” parameters for variance from the contractual specifications; if the goods fall outside these parameters, the buyer has the contractual right to reject the goods.5

Subsequent correspondence

Following the CoalTrans Meetings, there was a flurry of correspondence between the Plaintiff’s Satish and Jeffrey and the Defendant’s Ben and Wee Teck.

Satish and Jeffrey each sent an e-mail to the Defendant’s representatives on 1 June 2011. Satish sent an e-mail on 1 June 2011 at 11.50am to Ben and Wee Teck, thanking them for their hospitality at the CoalTrans Conference and stating that the Plaintiff “would be extremely keen to continue buying BA-63 coal from [the Defendant] on a regular basis”.6 Jeffrey’s e-mail on 1 June 2011 at 12.43pm to Wee Teck requested for the “coal offer that we had concluded at CoalTrans Bali 2011”.7 On 1 June 2011 at 1.05pm, Wee Teck sent a reply e-mail to Jeffrey, copied to, inter alia, Satish and Ben, attaching a Full Corporate Offer (“FCO”) which stated:8

REF: Full Corporate Offer Indonesian Thermal Coal PTBA BA63

Dear Jeffrey,

We, with full legal and corporate responsibilities, confirm that we are ready, willing and able to offer for sale STEAM COAL in accordance with the terms and conditions set out as follows:




Gross Calorific Value


6,300 kcal/kg

Total Moisture



Inherent Moisture



Ash Content






Port of loading:

Tarahan, Sumatra

Loading Rate:

16,000mt PWWD SHINC


100% Confirmed, Irrevocable, and Non-Transferable LC [Letter of Credit] at Sight from Prime Bank. LC to be issued within 3 calendar days upon signing of contract


To be mutually decided

Laycan Date:

21–30 July and August 2011


1 x 60,000 MT +/- 10% per month

Price FOB MV:

US$96/mt July 2011, US$97/mt August

Offer Validity:

COB [close of business] 3rd June 2011

The above is subject to further terms and conditions to be mutually agreed.


[emphasis added]

The Plaintiff’s Jeffrey then sent a response e-mail dated 1 June 2011 at 5.01pm (the “Plaintiff’s 1 June 2011 Response E-mail”), stating:9

Dear Wee Teck,

Thank you very much for the FCO which we received.

We confirm purchase of 2 shipments of BA-63 loading 20–30 July 2011 & Aug 2011 at USD 96 & USD 97 respectively.


We now request you to send us the contract for both shipments asap.


On 2 June 2011, Wee Teck sent an e-mail to Jeffrey at 5.22pm (the “Defendant’s 2June 2011 E-mail”), thanking him for the confirmation and stating that the Defendant “will send [the Plaintiff] the contracts once [the Defendant’s] legal has reverted with the draft”.10

The Plaintiff alleges that there were various telephone conversations between the parties’ representatives around this period of time, although this is disputed by the Defendant. The Plaintiff alleges that there was a telephone conversation on 1 June 2011 between Jeffrey and Wee Teck during which Jeffrey confirmed the purchase of the Cargo before following up with the Plaintiff’s 1 June 2011 Response E-mail.11 Further, the Plaintiff claims that there was a telephone conversation on 6 June 2011 between Ben and Satish, wherein Satish informed Ben that the Plaintiff had begun taking active steps to sub-sell the Cargo and asked to “close” the formalities for the deal.12

On 7 June 2011, the Defendant’s Ben sent the Plaintiff via e-mail a draft contract for the two shipments, asking the Plaintiff to “sign and revert”.13 Jeffrey replied on 7 June 2011, noting that “the surveyor stated is PT Carsurin but we have agreed should either be PT Sucofindo or PT Geoservices” and asking Ben to confirm this.14 Satish also replied on 7 June 2011 to Ben’s e-mail, similarly noting that the draft contract still mentioned PT Carsurin even though the Plaintiff had “requested for change in loadport Inspection agency from PT Carsurin to PT Sucofindo”. Additionally, Satish’s e-mail of 7 June 2011 requested for rejection limits for the Cargo.15

On 15 June 2011, the Plaintiff’s Jeffrey sent an e-mail to the Defendant’s Ben and Wee Teck attaching the draft contract with comments and asking the Defendant to review the draft contract.16 It appears that there was no further e-mail correspondence between the parties until 30 June 2011, when the Plaintiff’s Satish sent a chaser e-mail to Ben and Wee Teck urgently requesting the Defendant to send the signed contract to the Plaintiff.17 On 1 July 2011 at 11.10am, Satish sent a second chaser e-mail to Ben and Wee Teck, again asking for the signed contract.18 Ben replied to Satish on 1 July 2011 at 11.55am stating, inter alia, that: 19

Based on our phone conversations with yourself and Jeffrey beginning 14 June, we have notified all parties that we are possibly facing quality issues on past PTBA shipment. We are currently investigating those issues. Until settled, we are barred from making further shipments with this producer. You have been fully aware of this situation and outcome for the past 3 weeks.

The “phone conversations” referred to in Ben’s e-mail of 1 July 2011 are another source of contention between the parties. As seen from the excerpt above, the Defendant’s position is that on or about 14 June 2011, it had contacted the Plaintiff by telephone to inform them about potential quality issues with PTBA coal and that the Defendant could not place further orders until these issues were resolved.20 The Defendant further alleges that sometime in the second half of June 2011, Ben contacted Satish by telephone to inform him that the negotiations could not continue as the parties could not agree on the load port surveyor and the rejection levels.21 The Plaintiff denies that the Defendant informed them as such and asserts that the Plaintiff was only informed about the alleged quality issues on or about 29 June 2011.22

On 5 July 2011, the Plaintiffs sent an e-mail to the Defendant requesting the Defendant to perform its obligation “as per the agreed terms of the contract”.23...

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2 cases
  • Rudhra Minerals Pte Ltd v MRI Trading Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 25 September 2013
    ...SGHC 187" class="content__heading content__heading--depth1"> [2013] SGHC 187 High Court Andrew Ang J Suit No 325 of 2012 Rudhra Minerals Pte Ltd Plaintiff and MRI Trading Pte Ltd (formerly known as CWT Integrated Services Pte Ltd) Defendant Tan Poh Ling Wendy and Tony Tan Soon Yong (Stamfor......
    • Malaysia
    • Session Court (Malaysia)
    • 25 November 2021
    ...Holdings Ltd [2003] SGHC 290; and Rudhra Minerals Pte Ltd v. MRI Trading Pte Ltd (formerly known as CWT Integrated Services Pte Ltd) [2013] SGHC 187) A two-year period argument [32] Further thereto, and allied closely to the above is another pertinent aspect that deserves consideration. It ......

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