Adani Wilmar v Rabobank: Dispute over Rapeseed Oil Sale & Enforceability of Contract
Adani Wilmar Ltd, an Indian company, sued Cooperatieve Centrale Raiffeisen-Boerenleenbank BA ("Rabobank Nederland") in the High Court of Singapore, alleging breach of contract for the sale of 9,000 m.t. of degummed rapeseed oil. Rabobank denied the existence of a binding contract and claimed frustration and mistake. Kan Ting Chiu J ruled in favor of Adani Wilmar, finding that a contract existed and was breached, and ordered damages to be assessed by the Registrar. The bank's counterclaim was withdrawn during the trial.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Adani Wilmar sues Rabobank over a failed rapeseed oil sale. The court examines contract formation, frustration, and title issues, ultimately ruling in favor of Adani Wilmar.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Adani Wilmar Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Cooperatieve Centrale Raiffeisen-Boerenleenbank BA ("Rabobank Nederland") | Defendant | Corporation | Counterclaim Withdrawn | Withdrawn |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kan Ting Chiu | Judge | Yes |
4. Counsels
4. Facts
- Adani Wilmar claimed an oral agreement with Rabobank to purchase 9,000 m.t. of rapeseed oil.
- Shweta International purchased rapeseed oil and pledged it to Rabobank as security.
- Lanyard Foods bought the oil from Shweta but did not pay, leading Rabobank to exercise its power of sale.
- Negotiations between Adani Wilmar and Rabobank led to a fax outlining the terms of the sale.
- Rabobank denied a binding contract, citing unmet conditions and frustration.
- The bill of entry was issued in Lanyard's name, creating complications for the transfer of title.
- An injunction in India restrained the sale of the oil.
5. Formal Citations
- Adani Wilmar Ltd v Cooperatieve Centrale Raiffeisen-Boerenleenbank BA ("Rabobank Nederland"), Suit 909/2001, [2002] SGHC 128
6. Timeline
| Date | Event |
|---|---|
| Shweta International Pte Ltd purchased rapeseed oil from Germany. | |
| Mahesh Mehta and Chetan Parikh met to discuss the oil sale. | |
| Chetan Parikh sent an email summarizing the terms of the deal. | |
| Sunil Kumar sent a fax to Chetan Parikh outlining the terms of the sale. | |
| Lynn Ng/Angeline Tang of Rabobank submitted a credit memorandum. | |
| Shweta and Lanyard expressed concerns about a potential customs duty increase. | |
| Rajesh Adani wrote to the bank to press it to perform the contract. | |
| Lynn Ng sent an email regarding the loan to WTPL. | |
| Punjab National Bank obtained an interim injunction restraining the bank from parting with any property of Lanyard. | |
| Email exchange between Sunil Kumar and Jacqueline Chang regarding the transaction. | |
| Adani Wilmar sent a letter to Rabobank asserting the existence of a concluded deal. | |
| Discussion between Mr. Mehta and Mr. Rajesh Adani regarding the possibility of Lanyard agreeing to sell through Rabobank. | |
| Rabobank denied the existence of a concluded agreement. | |
| Mufazal Kantawala filed an affidavit in the Indian proceedings stating that a substantial portion of cargo was sold by the Applicants even before any orders were passed. | |
| The bank succeeded in having the injunction set aside. | |
| The injunction was reinstated on appeal. | |
| Decision Date |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant breached the contract.
- Category: Substantive
- Sub-Issues:
- Failure to perform condition precedent
- Improper termination
- Contract Formation
- Outcome: The court found that a contract was concluded between the parties.
- Category: Substantive
- Contractual Frustration
- Outcome: The court found that the contract was not frustrated.
- Category: Substantive
- Mistake
- Outcome: The court found that the mistake did not release the bank from its obligations.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of implied term under s 12 of the Sales of Goods Act
10. Practice Areas
- Commercial Litigation
- Shipping Law
- Contract Disputes
11. Industries
- Commodities Trading
- Banking
- Food Industry
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Taiping International | Calcutta High Court | Yes | [1997 (89) ELT 457] | India | Cited for the principle that courts in India have accepted the right of a foreign seller to sell goods to a new buyer after import into India. |
| Union of India – Vs – Sampatraj Dugar | Supreme Court of India | Yes | [1992 (58) ELT 163] | India | Cited for the principle that courts in India have recognized the right of a foreign seller to recall/re-ship goods after they have been imported into India. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| s 12 Sale of Goods Act (Cap 393, 1999 Ed) | Singapore |
| Customs Act 1962 | N/A |
| 30(3) Customs Act 1962 | N/A |
15. Key Terms and Keywords
15.1 Key Terms
- Degummed Rapeseed Oil
- Bill of Entry
- Pledgee
- Customs Duty
- Frustration
- Mistake
- Demand Draft
- Ex-tank Kandla
- Shweta International
- Lanyard Foods
15.2 Keywords
- rapeseed oil
- bill of entry
- contract
- frustration
- mistake
- sale of goods
- adani wilmar
- rabobank
- pledgee
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 95 |
| Breach of Contract | 90 |
| Commercial Law | 70 |
| Bills of Lading | 65 |
| Frustration | 60 |
| Mistake | 50 |
| Sale of Goods Act | 40 |
| Admiralty and Maritime Law | 30 |
16. Subjects
- Contract Law
- Sale of Goods
- International Trade
- Banking Law
- Shipping Law