Cain Sales v Beyonics: Commission Dispute over Seagate Contract Manufacturing

Cain Sales & Consultancy Pte Ltd sued Beyonics Technology Limited in the High Court of Singapore, claiming commission under a Sales Representative Agreement for the Supply Agreement secured with Seagate. Cain Sales argued that the Supply Agreement fell within the scope of 'contract manufacturing related business.' Beyonics denied the entitlement, arguing the Seagate Deal was outside the agreement's scope and that Cain Sales was not instrumental in securing the deal. The court, Belinda Ang Saw Ean J presiding, dismissed Cain Sales' claim, finding the Seagate Deal outside the Sales Representative Agreement's scope and that Cain Sales was not instrumental in achieving the Supply Agreement.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiffs’ claim fails and is dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case regarding Cain Sales' claim for commission under a Sales Representative Agreement with Beyonics over the Seagate Deal.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Cain Sales & Consultancy Pte LtdPlaintiffCorporationClaim DismissedLost
Beyonics Technology LimitedDefendantCorporationJudgment for DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJudgeYes

4. Counsels

Counsel NameOrganization
Savliwala DinBogaars & Din
Gerald Martin WeeBogaars & Din
Alvin YeoWong Partnership
Melvin ChanWong Partnership

4. Facts

  1. Cain Sales claimed commission under a Sales Representative Agreement with Beyonics for securing a Supply Agreement with Seagate.
  2. The Supply Agreement was part of a larger deal where Beyonics acquired Seagate's manufacturing facility in Batam.
  3. Cain Sales argued that the Supply Agreement fell under 'contract manufacturing related business' in the Sales Representative Agreement.
  4. Beyonics denied that the Supply Agreement was within the scope of the Sales Representative Agreement.
  5. Beyonics argued that Cain Sales was not instrumental in securing the Supply Agreement.
  6. The Sales Representative Agreement provided for a 1% commission for 'contract manufacturing related business'.
  7. The Seagate Deal involved Beyonics acquiring Seagate's Batam facility and entering into a two-year Supply Agreement.

5. Formal Citations

  1. Cain Sales & Consultancy Pte Ltd v Beyonics Technology Limited, Suit 1046/2002/M, [2003] SGHC 163

6. Timeline

DateEvent
Sales Representative Agreement signed
Addendum to Sales Representative Agreement signed
Beyonics representatives visited Batam
Asset Purchase Agreement signed with Seagate
Supply Agreement signed with Seagate
Relations between parties ended
Judgment issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that there was no breach of contract because the Supply Agreement was outside the scope of the Sales Representative Agreement.
    • Category: Substantive
  2. Contractual Interpretation
    • Outcome: The court interpreted the Sales Representative Agreement, considering the context and commercial circumstances, and concluded that it did not cover the Seagate Deal.
    • Category: Substantive

8. Remedies Sought

  1. Payment of Commission

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Manufacturing
  • Electronics

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Reardon Smith Line Ltd v Hansen-TangenN/AYes[1976] 3 All ER 570N/ACited for the principle that contracts should be interpreted in their context.
Investors Compensation Scheme Ltd v West Bromwich Building SocietyN/AYes[1998] 1 WLR 896N/ACited for the principles of contractual interpretation, emphasizing a contextual approach.
Bank of Credit and Commerce International SA v AliN/AYes[2001] 2 WLR 735N/ACited for clarifying the principles of admissible background in contractual interpretation.
Pacific Century Regional Development Ltd v Canadian Imperial Investment Pte LtdCourt of AppealYes[2001] 2 SLR 443SingaporeCited for applying the principles of contractual construction from Investors Compensation Scheme Ltd v West Bromwich Building Society.
Mannai Investment Co. Ltd v Eagle Star Life Assurance Co. LtdN/AYes[1977] A.C. 749N/ACited regarding the interpretation of documents and the possibility of linguistic mistakes.
Antaios Compania Naviera S.A. v Salen Rederierna A.B.N/AYes[1985] A.C. 191N/ACited regarding the need for business common sense in interpreting commercial contracts.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Sales Representative Agreement
  • Contract manufacturing related business
  • Seagate Deal
  • Supply Agreement
  • Asset Purchase Agreement
  • Commission
  • Accounts Coverage
  • Value-add price

15.2 Keywords

  • contract
  • commission
  • sales representative
  • manufacturing
  • agreement
  • seagate
  • beyonics
  • cain sales

17. Areas of Law

Area NameRelevance Score
Sales Representative Agreement85
Contract Law80
Breach of Contract75
Interpretation of contractual terms70
Contractual Interpretation70
Rules of construction65
Performance of Contract60
Contextual approach60

16. Subjects

  • Contract Law
  • Agency Law
  • Commercial Law