Tribune Investment v Soosan Trading: Tortious Interference & Contract Dispute over Floating Dock PD 177 Sale
In Tribune Investment Trust Inc v Soosan Trading Co Ltd, the Court of Appeal of Singapore dismissed Tribune Investment's appeal against Soosan Trading. The case involved claims in tort for inducing a breach of contract and conspiracy to injure, as well as a claim in contract for breach of a purported agreement for the sale and purchase of a floating dock, PD 177. The court found that Tribune Investment failed to prove the existence of a valid contract with Dalzavod, knowledge of such a contract by Soosan Trading, or any intention by Soosan Trading to induce a breach. The court also rejected the conspiracy claim and the contract claim, finding no consensus ad idem between the parties. The appeal was dismissed, upholding the lower court's decision.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Tribune Investment's claims against Soosan Trading for tort and contract breach over a floating dock sale were dismissed due to lack of evidence.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tribune Investment Trust Inc | Appellant | Corporation | Appeal Dismissed | Lost | |
| Soosan Trading Co Ltd | Respondent | Corporation | Appeal Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of Appeal | Yes |
| L P Thean | Justice of Appeal | No |
| Yong Pung How | Chief Justice | No |
4. Counsels
4. Facts
- Tribune Investment Trust Inc was a shell company in the Greek corporation, George Moundreas & Company SA.
- Soosan Trading Co Ltd is part of the Soosan Group of companies which includes Soosan Heavy Metal Industries and Soosan Shipbuilding.
- Soosan Shipbuilding decided to purchase a floating dock for its ship repair business in China.
- Soosan Trading Co Ltd had a license to engage in negotiations and to purchase equipment from foreigners.
- Soosan Trading Co Ltd approached various ship brokers to assist them in searching for an appropriate dock.
- An in-principle agreement was signed between Dalzavod and Tribune Investment Trust Inc for the sale and purchase of PD 177.
- Soosan Trading Co Ltd agreed to purchase PD 177 from Dalzavod for USD$10.8m.
5. Formal Citations
- Tribune Investment Trust Inc v Soosan Trading Co Ltd, CA 91/1999, [2000] SGCA 33
6. Timeline
| Date | Event |
|---|---|
| Soosan Shipbuilding decided to purchase a floating dock. | |
| Dalzavod approached George Moundreas & Company SA to find a buyer for PD 177. | |
| In-principle agreement signed between Dalzavod and Tribune Investment Trust Inc for the sale and purchase of PD 177. | |
| Memorandum of Agreement signed by Dalzavod and Tribune Investment Trust Inc. | |
| Tribune Investment Trust Inc gave notice of acceptance. | |
| Draft copy of the intended Memorandum of Agreement between Tribune Investment Trust Inc and Soosan Trading Co Ltd faxed by George Moundreas to Dasan Corporation. | |
| Meeting held in Seoul between Dalzavod and Soosan Trading Co Ltd. | |
| Soosan Trading Co Ltd agreed to purchase PD 177 from Dalzavod. | |
| Tribune Investment Trust Inc obtained an ex parte mareva injunction against PD 177. | |
| Mareva injunction discharged following a discharge application by Soosan Trading Co Ltd. | |
| Court of Appeal dismissed the appeal. |
7. Legal Issues
- Inducement of Breach of Contract
- Outcome: The court found that the respondents did not have knowledge of the contract between the appellants and Dalzavod, nor did they intentionally induce a breach of it.
- Category: Substantive
- Sub-Issues:
- Knowledge of contract existence
- Intention to interfere with contract performance
- Conspiracy to Injure
- Outcome: The court found that the appellants did not provide sufficient evidence to show a contract between the appellants and Dalzavod, and that the respondents had knowledge of this contract. As such, it was impossible to show any predominant purpose on Dalzavod and the respondents` part to cause injury or damage to the appellants.
- Category: Substantive
- Sub-Issues:
- Predominant purpose to cause injury
- Combination of two or more persons
- Breach of Contract
- Outcome: The court found that no valid contract for the sale and purchase of PD 177 was ever reached between the appellants and the respondents.
- Category: Substantive
- Sub-Issues:
- Existence of a valid contract
- Objective determination of intention to contract
- Fundamental mistake as to contracting party
- Mareva Injunctions
- Outcome: The court upheld the order for an inquiry into damages suffered by the respondents as a consequence of the injunction.
- Category: Procedural
- Sub-Issues:
- Inquiry into damages
- Risk of dissipation of assets
8. Remedies Sought
- Damages
- Inquiry into damages
9. Cause of Actions
- Breach of Contract
- Inducement of Breach of Contract
- Conspiracy to Injure
10. Practice Areas
- Commercial Litigation
- Injunctions
- Breach of Contract
- Mareva Injunctions
11. Industries
- Shipping
- Shipbuilding
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Emerald Construction Co Ltd v Lowthian | English Court of Appeal | Yes | [1966] 1 All ER 1013 | England and Wales | Distinguished from the present case regarding the elements of knowledge and intention in inducing a breach of contract. |
| Emerald Construction Co Ltd v Lowthian | English Court of Appeal | Yes | [1966] 1 WLR 691 | England and Wales | Distinguished from the present case regarding the elements of knowledge and intention in inducing a breach of contract. |
| JT Stratford & Son v Lindley | N/A | Yes | [1965] AC 269 | N/A | Cited regarding the mental state of intention in the tort of inducing a breach of contract. |
| Thomson v Deakin | N/A | Yes | [1952] Ch 646 | N/A | Cited regarding the mental state of intention in the tort of inducing a breach of contract. |
| British Motor Trade Association v Salvadori | N/A | Yes | [1949] Ch 556 | N/A | Cited regarding the commission of tort where A and B enter into a contract which, to A's knowledge, is incompatible with B's contract with C. |
| British Motor Trade Association v Salvadori | N/A | Yes | [1949] 1 All ER 208 | N/A | Cited regarding the commission of tort where A and B enter into a contract which, to A's knowledge, is incompatible with B's contract with C. |
| SAL Industrial Leasing Ltd v Teck Koon (Motor) Trading (a firm) | Court of Appeal | Yes | [1998] 2 SLR 325 | Singapore | Cited regarding the objective determination of intention to create legal relations. |
| R v Lord Chancellor`s Department, ex p Nangle | N/A | Yes | [1991] ICR 743 | N/A | Cited regarding the objective determination of intention to create legal relations. |
| Quah Kay Tee v Ong & Co Pte Ltd | N/A | Yes | [1997] 1 SLR 390 | N/A | Cited regarding the requirement of proving a predominant purpose to cause injury in the tort of conspiracy by lawful means. |
| Cundy v Lindsay | N/A | Yes | [1878] 3 App Cas 459 | N/A | Cited regarding the principle that a person cannot make another a contracting party when he knows the other intends to contract with someone else. |
| Armagas Ltd v Mundogas SA | N/A | Yes | [1986] 2 Lloyd`s Rep 109 | N/A | Cited regarding the concept of ostensible authority. |
| Swiss Bank Corp v Lloyds Bank Ltd | N/A | Yes | [1979] Ch 548 | N/A | Cited regarding the court's reluctance to 'bedevil the tort' of inducement with equitable doctrines of constructive notice. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Floating Dock PD 177
- Mareva Injunction
- Memorandum of Agreement
- Consensus ad idem
- Ostensible Authority
- Inquiry into damages
15.2 Keywords
- breach of contract
- tortious interference
- conspiracy
- mareva injunction
- floating dock
- shipbuilding
17. Areas of Law
16. Subjects
- Contract Law
- Tort Law
- Civil Procedure
- Commercial Law