Trigen Industries Ltd v Sinko Technologies Pte Ltd and another

JurisdictionSingapore
CourtHigh Court (Singapore)
JudgeMPH Rubin J
Judgment Date29 October 2002
Neutral Citation[2002] SGHC 252
Citation[2002] SGHC 252
Defendant CounselS H Almenoar and Michelle Jeganathan (Tan Rajah & Cheah)
Docket NumberSuit No 968 of 2000
Published date19 September 2003
Plaintiff CounselHarold Seet and Indra Raj (Harold Seet & Indra Raj)
Date29 October 2002
Subject MatterCivil Procedure,Whether contract with first defendants as contracting party or first defendants acting only as sourcing agents or intermediaries,Privity of contract,Whether plaintiffs, in framing claim against second defendants in alternative, estopped from proceeding against first defendants,Pleadings,Contract,Sale of goods

HELD, JUDGMENT FOR THE PLAINTIFF :

The key document in this case was the purchase order. The signature by JB Lee, inserted without prior consultation or knowledge of the plaintiffs, did not in any way alter the character of the contract entered into, where the first defendants were unequivocally identified and described as the vendors. If the first defendants were indeed the sourcing agents, they should have, before the return of the purchase order to the plaintiffs, pointed out that their role was merely that of sourcing agents or intermediaries. From the e-mail exchanges, it would seem that the first defendants were at all times seen to be projecting themselves as vendors of the goods. Furthermore, their contention that they were only sourcing agents did not seem to cohere with their representation that the second defendants were their branch office in US in their e-mail dated 26 August 2000. Another unsettling aspect in the first defendant’s case was that although JB Lee of the second defendants was admittedly in Singapore on 3 and 4 September 2000, Philip Loh who met JB Lee, did not even arrange for JB Lee to meet with the plaintiffs’ representatives. Having regard to all the evidence and arguments, the conclusion was that the first defendants did indeed enter into the contract with the plaintiffs, not as sourcing agents or intermediaries, but on the basis that they were the contracting party (See [41]-[44], [47], [49]).

The plaintiffs were not estopped from proceeding against the first defendants as a result of paragraph five of their statement of claim because there had not been any election by the plaintiffs, which must be unequivocal. Final election would not take place until the party had obtained judgment against one party (See [55])

CASE(S) REFERRED TO

Bulsing Ltd v Joon Seng & Co

[1972] 2 MLJ 43 (folld)

Clarkson, Booker Ltd v Andjel

[1964] 3 All ER 260 (folld)

Teheran-Europe Co Ltd v S T Belton (Tractors) Ltd

[1968] 2 All ER 886 (refd)

Judgment

GROUNDS OF DECISION

Facts

1 In this trial, the following facts by and large were not in dispute. The plaintiffs are a company incorporated in the Republic of China. They wanted to purchase 1,920 pieces of computer chips (model Intel E28F320J5-120) for resale to their customers. In this they enlisted the assistance of a Singapore commission agent, one Sean Lim Chong Jin (PW-1) (‘Sean Lim’). Sean Lim became the plaintiffs’ local representative since early January 2000.

2 Sean Lim for his part sent out a mass electronic mail (‘e-mail’) to prospective suppliers. The result was that he received an e-mail on 11 August 2000 from the first defendants, a company incorporated in Singapore. The said e-mail (DB-8) read thus:

Attn: Mr Sean Lim

From: Philip Loh

Dear Sean

We are pleased to offer as follow (sic):

1. Model : Intel E28F320J5-120

2. Unit price : 6K pcs @ $74.00; 10K pcs @ $73.00

3. Date Code: Year 1999 or later; specific request for Year 2000 can be made at time of order placement, but with no guarantee.

4. Packaging: Will be genuine Intel packaging; qty per package unknown at this time. May be 300 pcs per package.

5. Delivery schedule/lead time: End of August or better. There is a good possibility of having delivery made sooner than end of August but Intel factory cannot make commitment at this time.

6. Payment is T/T advanced, FOB U.S.

Please respond ASAP because our supplier says that demand for this product is present increasing and supply is based on limited allocation qtys to suppliers willing to pay higher prices.

Kindly let us know your decision soon AS OUR SUPPLIER can only hold for 24hrs.

Regards.

Sinko Technologies Pte Ltd

[Highlight added.]

3 There followed a series of e-mail exchanges between the parties. Two amongst them both dated 23 August 2000 – one sent at 10.56am (DB-11) and the other sent later (PB-6) appeared to be relevant and require reproduction and they are as follows:

DB-11:

From: Sinko Technologies [sinko@singnet.com.sg]

Sent: Wednesday, August 23, 2000 10.56 AM

To: trigen_ind@hotmail.com

Subject: QUOTATION

Attn: Mr Sean Lin

From : Philip Loh

Dear Sean

We are pleased to offer as follow :

1. Model : Intel E28F320J5-120

2. Unit price : US$ 70.00 Qty : 1920 pcs

3. Delivery / Lead time : Immediately after received payment

4. Payment is T/T in advanced, (sic) FOB U.S.

Bank Information : Bank of America

Account Holder : T & M International

Account No. : 02078 07872

Address : 401 N. Harbor B1., Fullerton, CA92832, U.S.A.

Please fax P/O immediately and send us a copy of your T/T application document. Kindly understand that we need to receive all these document by this afternoon in order for us to secure these cargo.

Thank you and looking forward to your favourable reply soon.

Regards.

PB-6:

From: "Sinko Technologies" sinko@singnet.com.sg>

To: trigen_ind@hotmail.com>

Subject: FW: QUOTATION

Date: Wed, 23 Aug 2000 14:14:14 +0800

Dear Sean

As per our telecommunication this afternoon, you can contact us at the following:

Company Name : Sinko Technologies Pte Ltd

Address : 10 Anson Road #23-15

International Plaza

Singapore 079903

Tel: 227 8689

Fax: 227 8609

e-mail : sinko@singnet.com.sg

My pager : 933 10888

Please issue purchase order to Sinko urgently.

Regards

Philip Loh

4 Then on 24 August 2000, a proforma invoice dated 23 August 2000 for US$134,400 addressed to the plaintiffs was received by the plaintiffs by way of fax. It was reportedly from T & M International and was sent to Sean Lim by the first defendants.

5 In the event, on 24 August 2000, the plaintiffs forwarded their purchase order to the first defendants. Since the said purchase order became the central piece in this litigation, it requires reproduction in full and is as follows:

Attn: Mr Philip Loh

Purchase Order

P.NO.:SK-001

Date: Aug. 24, 2000

Vendor : Sinko Technologies Pte Ltd

10 Anson Road #23-15, International Plaza

Singapore 079903

Tel: 65-227-8689 Fax: 65-227-8609

Deliver to: 8F-6, No. 678, Sec. 4, Pa-The Rd.,

Taipei, Taiwan R.O.C.

(…)

Payment: By T/T In Advance

Delivery(ies): A.S.A.P. (F.O.B. USA)

Item

Description

Quantity

Unit Price

Amount

1.

Intel PC

E28F320J5-120

1920 pcs

@USD70.00

USD134,400.00

TOTAL:

1920 pcs

USD134,400.00

Terms And Condition

1. Parts must be new, unused and original sealed packaging

2. Replacement or credit of defective parts guaranteed

3. We reserve the right to cancel if terms stated on this PO is not fulfilled.

4. Subjected to customer confirmation

Confirmed By: ………

_____________ (signed)

_________________

Trigen Industries Ltd.

6 Some aspects of the said purchase order need highlighting here. The purchase order which was forwarded to the attention of Philip Loh of the first defendants named the defendants as vendors. At the bottom left-hand corner of the purchase order, there was a space for signature under the notation ‘confirmed by’. This was reportedly signed by one JB Lee describing himself as the president of one T & M International and returned to the plaintiffs. At the time the plaintiffs forwarded the purchase order to the first defendants, the plaintiffs had admittedly no clue as to the actual relationship between the first defendants and the said T & M International.

7 The plaintiffs next wrote to the defendants on 25 August 2000 stating that they would be arranging for telegraphic transfer of the sale amount on 28 August 2000 and requested the first defendants to arrange shipment of the goods by Fedex immediately after receipt of payment. Following the said communication, the plaintiffs, on 28 August 2000, remitted US$134,400 to T & M International as advised by the defendants’ Philip Loh in his e-mail dated 28 August 2000.

8 Contrary to expectation, the goods were not despatched to the plaintiffs. On 30 August 2000, JB Lee of T & M International reportedly wrote to the first defendants that payment for the goods had already been made to ‘Intel U.S.’ and that T & M International expected delivery of the goods by 6 September 2000 latest. On 31 August 2000 the plaintiffs protested to the first defendants regarding the delay. They warned the first defendants that if the plaintiffs’ customers were to insist on cancelling the order because of the delay, the plaintiffs would look to the first defendants not only for the return of the amount paid but also for compensation for any resulting loss. On 4 September 2000, the plaintiffs wrote to the first defendants again, this time conveying their customers’ demand for compensation as a result of the delay in the delivery of the goods. This letter was followed by a letter from the plaintiffs’ solicitors dated 12 September 2000 in which the plaintiffs’ solicitors said that the non-delivery of the goods by 30 August 2000 constituted a breach of the agreement entered into between the parties and that the amount paid towards the purchase of the goods be refunded to the plaintiffs within three days from the date of the letter together with a sum to be determined in respect of losses suffered by the plaintiffs.

9 On 20 September 2000, the first defendants’ solicitors replied to the plaintiffs’ solicitors. In this letter, the first defendants’ solicitors stated that their clients were not liable to the plaintiffs in any way as they were only acting as an intermediary between T & M International and the plaintiffs and the role of the first defendants was no more than mere sourcing agents.

Pleadings

10 The pleaded case of the plaintiffs against the first and second defendants was in the alternative. The earlier parts of the statement of claim (paras 1 to 4) were directed against the first defendants for breach of contract. The plaintiffs averred in those paragraphs as follows:

1. By a contract in writing as evidenced by the following documents:-

(a) an offer in writing from the First Defendants...

To continue reading

Request your trial
2 books & journal articles
  • Contract Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2002, December 2002
    • 1 December 2002
    ...SLR 953 (also referred to infra, at para 9.46 with regard to “Misrepresentation”); and Trigen Industries Ltd v Sinko Technologies Pte Ltd[2003] 1 SLR 183 (also referred to infra, at paras 9.5 and 9.85, with regard to “The objective approach” and “Damages” respectively)); (b) arbitration (se......
  • Contract Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2003, December 2003
    • 1 December 2003
    ...the more specialised areas of law, and include those relating to: (a) agency (see, eg, Trigen Industries Ltd v Sinko Technologies Pte Ltd[2003] 1 SLR 183 (also referred to in (2002) 3 SAL Annual Review 122 at para 9.2, as well as at paras 9.9 and 9.97 infra, under ‘Formation of Contract’ an......

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