Justlogin v Oversea-Chinese Banking Corp: Breach of Contract & Best Endeavours
Justlogin Pte Ltd and Justlogin Holding Pte Ltd sued Oversea-Chinese Banking Corporation Ltd and Bank of Singapore Ltd in the High Court of Singapore, alleging breach of contract. The plaintiffs claimed the defendants failed to fulfill their obligations under a deed to procure iProp to enter into an iProp Assets Sale Agreement. Kan Ting Chiu J ruled in favor of the plaintiffs, finding that the defendants did not use their best endeavors to secure the agreement.
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
Justlogin sued Oversea-Chinese Banking Corp for breach of contract, alleging failure to use best endeavours to execute an asset sale agreement. The court ruled in favor of Justlogin.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Oversea-Chinese Banking Corp Ltd | Defendant | Corporation | Judgment against Defendant | Lost | |
| Justlogin Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Justlogin Holding Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Bank of Singapore Ltd | Defendant | Corporation | Judgment against Defendant | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kan Ting Chiu | Judge | Yes |
4. Counsels
4. Facts
- Justlogin sought to acquire the cash assets of iProp and dispose of an investment without showing a loss.
- OCBC held shares in both Justlogin and iProp.
- OCBC wanted to acquire a further 44.44% of iProp shares.
- OCBC and Justlogin entered into deeds for JLI to acquire iProp's business and assets, and OCBC's iProp shares.
- The deeds were conditional on OCBC acquiring the additional iProp shares.
- OCBC completed the acquisition of the additional iProp shares on 29 August 2001.
- The assets sale agreement between JLI and iProp was not executed.
5. Formal Citations
- Justlogin Pte Ltd and Another v Oversea-Chinese Banking Corp Ltd and Another, Suit 938/2002, [2003] SGHC 262
6. Timeline
| Date | Event |
|---|---|
| Deeds signed between OCBC and Justlogin | |
| OCBC completed acquisition of additional iProp shares | |
| Kwa Kim Chiong read about OCBC's purchase of iProp shares in the newspaper | |
| Kwa submitted a business plan to iProp | |
| Riady requested more information on the financial projections and assumptions | |
| Kwa requested Seow to forward the detailed business plan to Riady | |
| Assets sale agreement was not signed | |
| Plaintiffs delivered a draft assets sale agreement to iProp | |
| Riady received a copy of a draft Sale & Purchase Agreement from Kwa Kim Chiong | |
| Defendants granted JLI an extension of 14 days to 13 October for the execution of the assets sale agreement | |
| Koh wrote to Riady to inform him of the proposed transfer of business and assets between iProp and JLI | |
| No assets sale agreement was signed | |
| Decision Date |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendants breached their contractual obligation to use their best endeavours to secure the assets sale agreement.
- Category: Substantive
- Sub-Issues:
- Failure to take reasonable steps
- Failure to use best endeavours
- Interpretation of Contractual Terms
- Outcome: The court interpreted the 'best endeavours' clause to mean that the defendants had to take all reasonable steps a prudent and determined person would have taken in their own interests.
- Category: Substantive
- Sub-Issues:
- Obligation to take reasonable steps
- Obligation to use best endeavours
8. Remedies Sought
- Damages
- Costs
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Banking
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| IBM United Kingdom Ltd v Rockware Glass Ltd | Court of Appeal | Yes | [1980] FSR 335 | England and Wales | Cited for the definition of 'best endeavours' in a contractual obligation. |
| Sheffield Railway Co v Great District Railway Co | N/A | Yes | (1911) 27 TLR 451 | N/A | Cited for the interpretation of 'best endeavours' as leaving no stone unturned. |
| Ong Khim Heng Daniel v Leonie Court Pte Ltd | N/A | Yes | [2001] 1 SLR 445 | Singapore | Cited for the principles governing the interpretation and application of a 'best endeavours' clause in a contract. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Best endeavours
- Assets sale agreement
- iProp
- Deed
- Term sheet
- Confidentiality
- Monetary Authority of Singapore
- Shares
- Subsidiary
15.2 Keywords
- Contract
- Breach
- Best endeavours
- OCBC
- Justlogin
- iProp
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 90 |
| Contract Law | 85 |
| Best Efforts Clause | 80 |
| Interpretation of contractual terms | 70 |
| Company Law | 40 |
| Duty to Account | 30 |
16. Subjects
- Contractual Obligations
- Breach of Contract
- Corporate Acquisitions