Datawork Pte Ltd v Cyberinc Pte Ltd: Distributorship Agreement Dispute
Datawork Pte Ltd sued Cyberinc Pte Ltd in the High Court of Singapore, alleging breach of a distributorship agreement. Datawork claimed Cyberinc appointed TV Media Pte Ltd to distribute their products, breaching their sole distributorship agreement. Cyberinc counterclaimed for unpaid goods and failure to meet minimum purchase quantities. The High Court dismissed Datawork's appeal and allowed Cyberinc's appeal in part, finding Datawork was estopped from alleging breach and awarding damages to Cyberinc for unpaid goods and failure to meet minimum purchase quantities. The decision was delivered on 2002-06-25.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal by Datawork dismissed; appeal by Cyberinc allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Datawork sued Cyberinc for breach of a distributorship agreement. The High Court found Datawork was estopped from alleging breach and dismissed their appeal.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Datawork Pte Ltd | Appellant, Respondent | Corporation | Appeal Dismissed | Lost | David Chan, Chua Sui Tong, Vinodh Coomaraswamy |
| Cyberinc Pte Ltd | Respondent, Appellant | Corporation | Appeal Allowed in Part | Partial | Valerie Tan, Nadia Almenoar |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| David Chan | Shook Lin & Bok |
| Chua Sui Tong | Shook Lin & Bok |
| Vinodh Coomaraswamy | Shook Lin & Bok |
| Valerie Tan | Allen & Gledhill |
| Nadia Almenoar | Allen & Gledhill |
4. Facts
- Datawork was appointed as the sole distributor of Cyberinc's Z-station, Z-media, and Z-pac products.
- The distributorship agreement had a minimum term of six months plus one month.
- Datawork was obliged to order 1,000 units of Z-pac for the first three months.
- Cyberinc appointed TV Media to distribute the products in September 2000.
- Datawork claimed Cyberinc's appointment of TV Media was a breach of the distributorship agreement.
- SC Ang of Datawork knew of Cyberinc's intention to use TV Media to promote and sell the products.
- Datawork sought a declaration that Cyberinc was obliged to purchase unsold products.
5. Formal Citations
- Datawork Pte Ltd v Cyberinc Pte Ltd, DCA 600033/2001, [2002] SGHC 132
6. Timeline
| Date | Event |
|---|---|
| Parties entered into a distributorship agreement. | |
| First delivery of products; Distributorship Agreement commenced. | |
| Cyberinc appointed TV Media Pte Ltd to distribute products. | |
| TV Media began screening advertisement of Z-station. | |
| Datawork sent an email accepting Cyberinc's repudiation of the Distributorship Agreement. | |
| Distributorship Agreement expired. | |
| Datawork's solicitors repeated acceptance of repudiation. | |
| Appeals heard by the High Court. | |
| First hearing of Summons-in-Chambers No 600900 of 2002. | |
| Second hearing of Summons-in-Chambers No 600900 of 2002. | |
| Decision date. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Cyberinc was not in breach of contract because Datawork was estopped from alleging a breach.
- Category: Substantive
- Sub-Issues:
- Repudiation
- Early Termination
- Estoppel
- Outcome: The court held that Datawork was estopped from alleging a breach of contract by Cyberinc.
- Category: Substantive
- Acquiescence
- Outcome: The court found that Datawork had acquiesced in the appointment of TV Media by Cyberinc to promote and sell the products.
- Category: Substantive
- Leave to Appeal
- Outcome: The court decided that leave was required but that no such leave should be granted. Accordingly, the application was dismissed with costs.
- Category: Procedural
8. Remedies Sought
- Declaration that Cyberinc purchase unsold products
- Monetary damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Manufacturing
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Augustine & anor v Goh Siam Yong | Court of Appeal | Yes | [1992] 1 SLR 767 | Singapore | Cited regarding the amount in dispute in relation to leave to appeal. |
| Yai Yen Hon v Teng Ah Kok & Sim Huat Sdn Bhd | Federal Court | Yes | [1997] 1 MLJ 136 | Malaysia | Cited regarding the value of the claim in relation to leave to appeal. |
| Lee Kuan Yew v Tang Liang Hong | Court of Appeal | Yes | [1997] 3 SLR 489 | Singapore | Cited for the three limbs to be considered when leave to appeal is sought. |
| Anthony s/o Savarimiuthu v Soh Chuan Tin | N/A | Yes | [1989] SLR 607 | Singapore | Cited for the three limbs to be considered when leave to appeal is sought. |
| Seah Ting Soon v Indonesian Tractors Co Pte Ltd | N/A | Yes | [2001] 1 SLR 521 | Singapore | Cited for the proposition that a trial judge's finding of fact should not be disturbed unless he was plainly wrong. |
| Peh Eng Leng v Pek Eng Leong | N/A | Yes | [1996] 2 SLR 305 | Singapore | Cited for the proposition that a trial judge's finding of fact should not be disturbed unless he was plainly wrong. |
| Baumgartner v Baumgartner | Australian High Court | Yes | 76 ALR 75 | Australia | Cited for the proposition that it was not legitimate for an appellate court to ignore the resolution of conflicting evidence by a trial judge and to draw inferences from the surrounding area of common ground only. |
| Bow McLachlan & Co. Ltd v. Ship Camosun | N/A | Yes | [1909] A.C. 597 | N/A | Cited to support the principle that a counterclaim must be of such a nature that the Court would have jurisdiction to entertain it as a separate action. |
| Williams v. Agius | N/A | Yes | [1914] A.C. 522 | N/A | Cited to support the principle that a counterclaim must be of such a nature that the Court would have jurisdiction to entertain it as a separate action. |
| Amon v. Bobbett | N/A | Yes | 22 Q.B.D. 543 | N/A | Cited to support the principle that a counterclaim is to be treated, for all purposes for which justice requires it to be so treated, as an independent action. |
| Adams v. Adams | N/A | Yes | (1892) 45 Ch.D. 426 | N/A | Cited to support the principle that if the plaintiff's claim was held to be frivolous, the Court still granted the defendant the relief prayed for by his counterclaim. |
| Adams v. Adams | N/A | Yes | [1892] 1 Ch. 369 | N/A | Cited to support the principle that if the plaintiff's claim was held to be frivolous, the Court still granted the defendant the relief prayed for by his counterclaim. |
| Stumore v. Campbell & Co. | N/A | Yes | [1892] 1 Q.B. 314 | N/A | Cited to support the principle that for all purposes except those of execution, a claim and a counterclaim are two independent actions. |
| Spandeck Engineering (S) Pte Ltd v Yong Qiang Construction | N/A | Yes | [1999] 4 SLR 401 | Singapore | Cited regarding the intention of Parliament in making the amendment to s 34(2)(a) of the SCJA was to limit the right of appeal to this court. |
| Tan Chiang Brothers Marble (S) Pte Ltd v Permasteelisa Pacific Holdings Ltd | N/A | Yes | [2002] 2 SLR 225 | Singapore | Cited regarding the intention to limit the right of appeal from a decision of the District Court to primarily the High Court. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Supreme Court of Judicature Act (Cap 322) | Singapore |
| Section 34(2) of the Supreme Court of Judicature Act (Cap 322) | Singapore |
| Interpretation Act (Cap 1) | Singapore |
| s 9A (1) Interpretation Act (Cap 1) | Singapore |
| Order 15 r 2(1) of the Rules of Court | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Distributorship Agreement
- Sole Distributorship
- Z-station
- Z-media
- Z-pac
- Repudiation
- Estoppel
- Acquiescence
15.2 Keywords
- Distributorship
- Breach of Contract
- Estoppel
- Singapore
- Commercial Litigation
16. Subjects
- Contract Dispute
- Commercial Law
17. Areas of Law
- Contract Law
- Distributorship Agreement
- Agency Law
- Civil Procedure