Tapematic SpA v Wirana Pte Ltd: Agency Law & Misrepresentation in Letter of Credit Transaction
In Tapematic SpA v Wirana Pte Ltd and Another, the High Court of Singapore heard an appeal by Tapematic SpA against the decision to strike out parts of its claim against Wirana Pte Ltd. Tapematic claimed misrepresentation, alleging that Umar Zen, the Second Defendant, was Wirana's agent and misrepresented that Raj Kumar Singh was authorized to sign cargo receipts for letters of credit. The court, Woo Bih Li JC, dismissed the appeal, finding no evidence of an agency relationship between Wirana and Umar Zen, and no misrepresentation by Wirana.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Tapematic SpA sued Wirana Pte Ltd for misrepresentation regarding cargo receipts in a letter of credit transaction. The court struck out parts of Tapematic's claim, finding no agency relationship.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tapematic SpA | Plaintiff, Appellant | Corporation | Appeal Dismissed | Lost | Ashok Kumar, William Ong |
| Wirana Pte Ltd | Defendant, Respondent | Corporation | Application to Strike Out Granted | Won | Toh Kian Sing, Edric Pan |
| Umar Zen | Defendant | Individual | Unknown | Neutral | Dinagaran |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Ashok Kumar | Allen & Gledhill |
| William Ong | Allen & Gledhill |
| Toh Kian Sing | Rajah & Tann |
| Edric Pan | Rajah & Tann |
| Dinagaran | Thomas Tham & Co |
4. Facts
- Tapematic alleged Umar Zen proposed two deals for the sale of optical equipment to Indonesian buyers.
- Two contracts were entered into for the sale of optical equipment to KBEI, with payment by letters of credit.
- Tapematic stated they would not accept letters of credit issued by Indonesian banks.
- Umar Zen arranged for letters of credit to be issued by Standard Chartered Bank.
- Wirana was the applicant for the letters of credit.
- The letters of credit required original cargo receipts issued and signed by an authorized signatory of Wirana.
- Tapematic alleged Umar Zen represented Raj Kumar Singh was an authorized signatory of Wirana.
- Tapematic received cargo receipts on a letterhead with the name ‘Wirana Pte Ltd’ and signed by Raj Kumar Singh.
- Standard Chartered Bank rejected the cargo receipts because they were not signed by an authorized signatory of Wirana.
- Wirana denied authorizing Umar Zen to act on its behalf and denied Raj Kumar Singh was an authorized signatory.
5. Formal Citations
- Tapematic SpA v Wirana Pte Ltd and Another, Suit 146/2001, [2002] SGHC 5
6. Timeline
| Date | Event |
|---|---|
| Umar Zen approached Tapematic regarding sale of optical equipment. | |
| Umar Zen approached Tapematic regarding sale of optical equipment. | |
| Wirana applied for the first letter of credit. | |
| Standard Chartered Bank issued the first letter of credit. | |
| Wirana applied for the second letter of credit. | |
| Standard Chartered Bank issued the second letter of credit. | |
| Plaintiffs received two Wirana cargo receipts signed by Mr. Raj Kumar Singh. | |
| SAR Tan Boon Heng granted Wirana’s application. | |
| Appeal dismissed with costs. | |
| Decision Date |
7. Legal Issues
- Agency (Actual Authority)
- Outcome: The court found that Umar Zen did not have actual authority to act as Wirana's agent for the purpose of making representations about the authority of a supposed officer of Wirana.
- Category: Substantive
- Sub-Issues:
- Scope of authority
- Proof of agreement
- Agency (Apparent Authority)
- Outcome: The court found that there was no representation from Wirana to Tapematic about Umar Zen's authority, and therefore no apparent authority.
- Category: Substantive
- Sub-Issues:
- Representation by principal
- Holding out by conduct
- Misrepresentation
- Outcome: The court found that Tapematic's claim of misrepresentation was based on the premise that the cargo receipts were forgeries, and therefore could not be relied upon to establish agency.
- Category: Substantive
- Sub-Issues:
- False statement of fact
- Reliance
- Damages
- Striking Out Pleadings
- Outcome: The court upheld the decision to strike out parts of Tapematic's claim, finding that the pleadings disclosed no reasonable cause of action.
- Category: Procedural
- Sub-Issues:
- Reasonable cause of action
- Abuse of process
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Misrepresentation
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Manufacturing
- Banking
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Freeman & Lockyer v Buckhurst Park Properties | Queen's Bench | Yes | [1964] 2 QB 480 | England and Wales | Cited for the principle that there must be a representation from the principal to the third party that the agent had authority to do what he did. |
| Tribune Investment Trust v Soosan Trading | Court of Appeal | Yes | [2000] 3 SLR 405 | Singapore | Approved the principles in The Ocean Frost regarding apparent authority. |
| Armagas Ltd v Mundogas SA (The Ocean Frost) | House of Lords | Yes | [1986] 1 AC 717 | United Kingdom | Cited regarding the requirements for establishing apparent authority. |
| British Bank of the Middle East v Sun Life Assurance Co of Canada | Unknown | Yes | British Bank of the Middle East v Sun Life Assurance Co of Canada [1983] 2 Lloyd’s Rep 9 | Unknown | Cited for the proposition that an alleged agent cannot make a representation of another agent’s authority unless the first agent has actual authority to do so. |
| HSBC v Jurong Engineering | High Court | Yes | [2000] 2 SLR 54 | Singapore | Discussed the principles of apparent authority in relation to corporations and representations made by agents. |
| The Raffaella; Soplex Wholesale Supplies Ltd and PS Refson & Co Ltd v Egyptian International Foreign Trading Co | Unknown | Yes | [1985] 2 Lloyd’s Rep 36 | England and Wales | Cited regarding an exception to the general rule of apparent authority. |
| First Energy (UK) Ltd v Hungarian International Bank Ltd | Court of Appeal | Yes | [1993] 2 Lloyd’s Rep 194 | England and Wales | Cited regarding an agent's apparent authority to communicate his principal's approval. |
| Halliday v Shoesmith | Unknown | Yes | [1993] 1 WLR 1 | Unknown | Cited regarding the timing of an application to strike out. |
13. Applicable Rules
| Rule Name |
|---|
| O 18 r 19(1) Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Letter of Credit
- Cargo Receipt
- Agency
- Actual Authority
- Apparent Authority
- Misrepresentation
- Authorized Signatory
15.2 Keywords
- agency
- misrepresentation
- letter of credit
- cargo receipt
- striking out
- singapore
- wirana
- tapematic
16. Subjects
- Agency
- Misrepresentation
- Civil Procedure
- International Trade
- Banking
17. Areas of Law
- Agency Law
- Civil Procedure
- Contract Law
- Misrepresentation