United Eng Contractors Pte Ltd v L & M Concrete Specialists Pte Ltd

• Jurisdiction: Singapore
• Judge: G P Selvam J
• Judgment Date: 26 May 1999
• Neutral Citation: [1999] SGHC 141
• Docket Number: Suit No 1523 of 1998 (Registrar's Appeal No 566 of 1998)
• Date: 26 May 1999
• Year: 1999
• Published date: 19 September 2003
• Plaintiff Counsel: Ramalingam Kasi (SH Tan & Associates)
• Citation: [1999] SGHC 141
• Defendant Counsel: Wilson Hue (Helen Yeo & Partners)
• Court: High Court (Singapore)
• Subject Matter: Stay of court proceedings,Offeree remaining silent after receipt of offer,Variation,"Standard Conditions of Sub-Contract",Words and Phrases,Letter of Award,s 7 Arbitration Act (Cap 10, 1985 Rev Ed),Attempt to unilaterally impose new terms on plaintiffs,Formation,Arbitration,Defendants introducing Letter of Award after oral agreement reached,Contract,Whether written agreement to arbitrate exists,Whether silence connotes acceptance

: This is a Registrar`s appeal. By the decision appealed against these proceedings were stayed pursuant to s 17 of the Arbitration Act (Cap 10). I allowed the appeal because there was no written agreement to arbitrate. I shall now elaborate my ground.

The claim was for work done and services rendered. The amount of claim was $385,008.32. The defendants asked for the action to be stayed pursuant to s 7 of the Arbitration Act (Cap 10) or alternatively, under the inherent jurisdiction of the court. The application was taken out 23 days after an application for summary judgment had been filed to be heard on 30 October 1998. The application for stay was interposed to be heard two days earlier, that is 28 October 1998. The claim had not been disputed before the commencement of the action.

The Arbitration Act defines `arbitration agreement` as a written agreement to submit present and future differences to arbitrators.

In this case the plaintiffs said that there was neither a written agreement, nor a dispute for arbitration. It was, therefore, up to the defendants to establish a written agreement which contained an agreement to arbitrate. The defendants sought to achieve this on the basis of a `letter of award` dated 11 october 1996. This contained the following clause:

The subcontract documents shall comprise this letter, our Standard Conditions of Sub-Contract, terms and conditions as per the Main Contract with full compliance and relevancy.

The defendants` case was that the special conditions of sub-contract contained the arbitration clause.

At the bottom of the letter of award there was space for acceptance signature as follows:

Acknowledgment

I/We the undersigned hereby agree to the terms and conditions in this Letter of Award

Signature	:
Name in full	:
Designation	:
Date	:
Company Stamp	:

This space remained blank. In that the plaintiffs had not signified their agreement by appending their signature. The plaintiffs claimed that there was oral rejection of it.

I could not find any `Standard Conditions of Sub-Contract`. The expression `Standard Conditions`, like `standard terms` or `general conditions`, signifies a model form which has been used in the past. The model, therefore, would in the usual case be incorporated by reference or by a course of dealing between the parties. Standard conditions, therefore, do not include the provisions of a special contract. I, therefore, asked to be shown the `Standard Conditions`. What I was shown was the form of a special contract with the year `1996`, but the particulars of sub-contractor were missing. The form and contents were such that the document was intended to be signed by both parties. The point of importance is that in a given trade one knows what `general conditions` of those in the trade know them to be because they would have encountered them as the usual terms in the past.

With that observation I shall now state the reasons why there was no written...