Press Automation v Trans-Link: Incorporation of SFFA Conditions & UCTA

Press Automation Technology Pte Ltd (Patec) sued Trans-Link Exhibition Forwarding Pte Ltd (Trans-Link) in the High Court of Singapore, before Judith Prakash J, on 3 December 2002, for damages to a machine during transportation to Bangkok. Patec claimed US$178,091.75, but Trans-Link argued the claim was time-barred and liability was limited by the Singapore Freight Forwarders’ Association Standard Trading Conditions (SFFA Conditions). The court found the SFFA Conditions were incorporated into the contract but the nine-month time bar was unreasonable under the Unfair Contract Terms Act (UCTA). The court limited Trans-Link's liability to $100,000 and gave judgment for Patec in that amount.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff in the sum of $100,000.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Press Automation sued Trans-Link for machine damage during transport. The court addressed incorporation of SFFA conditions and UCTA's reasonableness test, limiting liability.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Press Automation Technology Pte LtdPlaintiffCorporationJudgment for PlaintiffPartial
Trans-Link Exhibition Forwarding Pte LtdDefendantCorporationLiability LimitedLost

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Anna QuahAng & Partners
Gan Chee SengAng & Partners
Prakash P MulaniJ Koh & Co
Katherine TeoJ Koh & Co

4. Facts

  1. Patec contracted with Trans-Link to transport a machine to an exhibition in Bangkok.
  2. The machine was damaged while in Trans-Link's custody.
  3. Patec claimed US$178,091.75 for the loss of the machine.
  4. Trans-Link argued the claim was time-barred and liability was limited by SFFA Conditions.
  5. The SFFA Conditions were referenced in Trans-Link's quotations and Confirmation of Acceptance.
  6. Patec signed the Confirmation of Acceptance.
  7. Trans-Link did not provide Patec with a copy of the SFFA Conditions.

5. Formal Citations

  1. Press Automation Technology Pte Ltd v Trans-Link Exhibition Forwarding Pte Ltd, Suit 1361/2001, [2002] SGHC 286

6. Timeline

DateEvent
Patec approached by freight forwarding companies
Patec approached by freight forwarding companies
Trans-Link gave Patec a quotation
Trans-Link gave Patec a quotation
Trans-Link gave Patec a quotation
Patec accepted Trans-Link’s quotation
Trans-Link took delivery of the machine from Patec’s premises
Machine shipped from Singapore
Machine arrived at BITEC
Machine suffered damage in Bangkok
Surveyor attended at BITEC
Suit started
Judgment issued

7. Legal Issues

  1. Incorporation of Terms
    • Outcome: The court held that the SFFA Conditions were incorporated as part of the contract between the parties.
    • Category: Substantive
    • Sub-Issues:
      • Onerous or unusual terms
      • Notice of terms
    • Related Cases:
      • [1934] 2 KB 394
      • [1992] 2 SLR 828
      • [2002] 2 SLR 325
      • [1987]
  2. Reasonableness under Unfair Contract Terms Act
    • Outcome: The court held that the nine-month time bar was unreasonable, but the limitation of liability to $100,000 was reasonable.
    • Category: Substantive
    • Sub-Issues:
      • Time bar period
      • Limitation of liability
    • Related Cases:
      • [1999] 1 SLR 214
      • [1999] EWCA Civ 1449
  3. Admissibility of Evidence
    • Outcome: The court held that the surveyor's report was admissible as a statement made in the ordinary course of business and because Trans-Link had waived its right to object by agreeing to its inclusion in the agreed bundle.
    • Category: Procedural
    • Sub-Issues:
      • Statements made in the ordinary course of business
      • Agreed bundle of documents
    • Related Cases:
      • [1981] 2 MLJ 317

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Negligence

10. Practice Areas

  • Commercial Litigation
  • Transportation Law

11. Industries

  • Transportation
  • Logistics

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
L’Estrange v F Graucob LtdKing's BenchYes[1934] 2 KB 394England and WalesCited as authority for the proposition that a person who signs a contractual document is bound by its terms even though he has not read them.
Consmat Singapore (Pte Ltd) v Bank of America National Trust & Savings AssociationHigh CourtYes[1992] 2 SLR 828SingaporeCited as authority for the proposition that a person who signs a contractual document is bound by its terms even though he has not read them.
Rapiscan Asia Pte Ltd v Global Container Freight Pte LtdHigh CourtYes[2002] 2 SLR 325SingaporeCited as authority for the proposition that a clause very similar to the incorporating clause in the present case was sufficient to incorporate the SFFA Conditions as part of the contract between the parties there.
Circle Freight International Ltd v Medeast Gulf Exports LtdQueen’s Bench DivisionYes[1987]England and WalesCited regarding reference to a term in a contractual document is deemed reasonable notice of the term, but distinguished on the facts.
Goh Ya Tian v Tan Song GouHigh CourtYes[1981] 2 MLJ 317MalaysiaCited for the rule that documents in the Agreed Bundle are admitted into evidence by consent without production of the maker or the originals and the contents do form part of the evidence before the court.
J Spurling Ltd v BradshawCourt of AppealYes[1956] 1 WLR 461England and WalesCited regarding onerous or unusual terms needing to be brought to the other party's attention, but distinguished on the facts.
Interfoto Picture Library Ltd v Stiletto Visual Programmes LtdCourt of AppealYes[1989] 1 QB 433England and WalesCited regarding onerous or unusual terms needing to be brought to the other party's attention, but distinguished on the facts.
Hakko Products Pte Ltd v Danzas (Singapore) Pte LtdHigh CourtYes[2000] 3 SLR 488SingaporeCited regarding onerous or unusual terms needing to be brought to the other party's attention, but distinguished on the facts.
Tilden Rent-A-Car Co v ClendenningOntario Court of AppealYes[1978] 83 DLR 3d 400CanadaCited regarding a signature can only be relied on as manifesting assent to a document when it is reasonable for the party relying on the signed document to believe that the signor really did assent to its contents, but declined to follow it.
Trident Holdings Ltd v Danand Investments LtdOntario District CourtYes21 C.L.R. 240CanadaCited regarding the conditions here had to be signed before Patec could be bound by clauses 27 and 30, but distinguished on the facts.
AEG (UK) Ltd v Logic Resource LimitedCourt of AppealYes[1995]England and WalesCited regarding the reasonableness of clauses is the subject matter of the Unfair Contract Terms Act and it is under the provisions of that Act that problems of unreasonable clauses should be addressed and the solution found.
Kenwell & Co Pte Ltd v Southern Ocean Shipbuilding Co Pte LtdHigh CourtYes[1999] 1 SLR 214SingaporeCited regarding the fact that the parties were business or commercial entities dealing with each other in the course of business per se did not go towards satisfying the reasonableness requirement.
The XingchengHouse of LordsYes[1987] 2 LLR 210United KingdomCited regarding there was no express requirement in that rule that the liability to the cargo owner in respect of which one shipowner claimed an indemnity against another must also arise under a contract of carriage to which the Hague Visby Rules applied and that there was no good reason why such a requirement should be implied.
The VechscroonAdmiralty CourtYes[1982] 1 LLR 301England and WalesCited regarding a transport company was able to rely on r. 6bis to extend the time for bringing the indemnity action beyond the one year time limit under Article III r. 6 even though it was not itself a shipowner or sea carrier.
Overseas Medical Supplies Limited v Orient Transport Services LimitedCourt of AppealYes[1999] EWCA Civ 1449England and WalesCited regarding limitation of liability clauses are wide spread in the transport industry.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act (Cap 97)Singapore
Unfair Contracts Terms Act (Cap 396)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Singapore Freight Forwarders Association Standard Trading Conditions
  • SFFA Conditions
  • Unfair Contract Terms Act
  • UCTA
  • Incorporating clause
  • Time bar
  • Limitation of liability
  • Freight forwarding
  • Combined Invoice & Packing List
  • Confirmation of Acceptance
  • CoA

15.2 Keywords

  • contract
  • freight forwarding
  • limitation of liability
  • time bar
  • unfair contract terms act
  • sffa conditions
  • incorporation of terms

17. Areas of Law

Area NameRelevance Score
Contract Law90
Commercial Law70
Freight Forwarding60
Warranty Law30

16. Subjects

  • Contract Law
  • Transportation Law
  • Civil Procedure
  • Freight Forwarding