Sinotani Wood Pte Ltd v Rougier Sylvaco International SA

JurisdictionSingapore
CourtHigh Court (Singapore)
JudgeGoh Joon Seng J
Judgment Date15 June 1994
Neutral Citation[1994] SGHC 165
Citation[1994] SGHC 165
Date15 June 1994
Defendant CounselConrad Campos and Ong Choo Neo (David Chong & Co)
Docket NumberSuit No 966 of 1991
Plaintiff CounselJeya Putra Pancharatnam (Haridass Ho & Pnrs)
Publication Date19 September 2003
SubjectBurden of proof on defendants to show failure to mitigate,Remedies,Sale and purchase of goods through broker,Mitigation of damage,Confirmation note sent to defendants regarding order received by plaintiff vendors,Whether defendants entitled to refuse acceptance of timber delivered to them,Whether the plaintiffs took steps to mitigate their loss,Formation,Acceptance,Contract,Purchase order of broker on terms different from those made by defendant purchasers,Whether there was a concluded contract of sale and purchase between parties

Cur Adv Vult

The defendants are a company incorporated in France and are dealers in timber. They had been purchasing timber from, inter alia, the plaintiffs by orders placed through one Jean-Marie Plasman of International Trading of Belgium (Plasman). On acceptance by the plaintiffs such orders would be confirmed by a timber sales confirmation containing general conditions on the reverse side. Among the special conditions would be a stipulation that the goods would remain the property of the plaintiffs until full payment therefor had been made. Plasman was an independent timber broker.

In early January 1990, the defendants enquired of Plasman by telex for details of available stock of Palapi sawn timber. Palapi is a species of timber found in Sulawesi, Indonesia. It is similar to Mengkulang but is superior to Mengkulang in terms of quality in that Palapi has less sap wood. Mengkulang is found in Malaysia.

Following a telephone conversation between Plasman and one Alain Bardet (DW1), the defendants` director in charge of import of tropical timber, the defendants on 19 January 1990 telexed to Plasman an order (DW1`s order) for 750m3 of Palapi sawn timber. DW1`s order read:

Further to the telephone conversation of today, we confirm to you the order for Palapi by DG as follows:

100m3 - 1" 5/8 GMS

400m3 - 1" GMS

100m3 - 2" 1/2 of which 60% in 6" firm

Price: 510 USD/m3 c/f Filo Nantes

60m3 - 1" x 4(50)m3 - 1" 1/4 x 4(40)m3 - 1" 1/4 x 5

Price: 410 USD/m3 c/f Filo Nantes

Shipment in March. Woodpacked by length and width. The Sitra trade mark should not be mentioned on the packages, instead the letters SV must be shown.



Taking into consideration the shipment date, we would appreciate it if you could make out one bill for 50% of the lot. Please see to this. ...

`DG` refers to `Djajanti`, a well-known Indonesian group of timber companies. `GMS` means `general market specification`.

On the same day, Plasman telexed an order to Woodwork Investment Co Pte Ltd of Singapore for 750m3 of Palapi sawn timber.

So far as is relevant, the order read:

Address customer: Rougir[sic]/Sylvaco International 155 Avenue De La Rochelle BP 247 France

Address bank: Société Générale Niort

General description plus quantity of order Palapi Select and Better Sulawesi origin:

1.5/8 x 6 UP 100m3

2 x 6 UP 400m3

21/2 x 6 UP 100m3 of which 60% 6"

1 x 4 only 60m3

5/4 x 4 only 50m3

5/4 x 5 only 40m3

...

Marking Sinotani and absolutely logo of Djajanti + initials SV. On contract you must absolutely put contract Sinotani.

Price: Price GSM 512 USD/m3 C+F Nantes

Price strips 412 USD/m3 C+F Nantes

Shipment: Very prompt partial shipment allowed.

Payment: Cash against documents.

...

Please confirm this order direct to the customer in your contract with a copy for follow-up and records to my address.



The order was passed on by Woodwork Investment Co Pte Ltd to the plaintiffs, Sinotani Wood Pte Ltd, a related company. This also accorded with Plasman`s order that the contract was to be in the name of Sinotani.

By timber sales confirmation addressed to the defendants and dated 28 February 1990 (TSC 4016), the plaintiffs accepted Plasman`s order. TSC 4016 read:

We confirm having sold to you the following timber:

Commodity: Palapi Select and Better full sawn air dried

Quality/Specification: (A) About 60m3 - 1" x 4" x 8`UP

(B) About 50m3 - 1.1/4" x 4" x 8`UP

(C) About 40m3 - 1.1/4" x 5" x 8`UP

(D) About 100m3 - 1.5/8" x 6W x 8`UP

(E) About 400m3 - 2" x 6W x 8`UP

(F) About 100m3 - 2.1/2" x 6W x 8`UP

Quantity: About 750m3

...

Price: (A) USD412; (B) USD412; (C) USD412; (D) USD512; (E) 512; (F) USD512 per m3 Cnf Nantes

Shipment: Prompt

Marking: SV/Sinotani

End colour: Green end

Payment: Payment to be made upon first presentation at sight by sight draft against shipping documents by swift transfer to our banker, Den Norske Credietbank, 1 Shenton Way 322-01 Robina House Singapore 0106 [Den Norske]. Any bank charges outside Singapore and interest for delay in payment are to be charged to buyer`s account with three working days` grace.

Freight: -

Buyer`s banker: Société Générale Bank, Niort, France [Société Générale]

Special conditions: The goods contained herewith as described in this bill remains integrally the property of Sinotani Wood Pte Ltd until the goods have been paid in full in cash free from encumbrances at seller`s banker.

For confirmation of this contract, please sign and return to us one copy hereof.

Confirmed by buyer.



The specifications, price and terms of payment in TSC 4016 followed those in Plasman`s order. But Plasman`s order departed from DW1`s order in principally two aspects, namely, the...

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