Romar v Merriwa: Condition Precedent in Deed of Settlement & Release Dispute

In Romar Positioning Equipment Pte Ltd v Merriwa Nominees Pty Ltd, the Court of Appeal of Singapore heard an appeal regarding a decision awarding judgment to Merriwa Nominees Pty Ltd. The dispute arose from a Service Agreement and a subsequent Deed of Settlement and Release. Romar Positioning Equipment Pte Ltd appealed the trial judge's decision. The Court of Appeal allowed the appeal, holding that the signing and forwarding of the Deed was a condition precedent to Romar's obligation to pay and that a late amendment to Merriwa's Reply should not have been allowed.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Romar Positioning Equipment Pte Ltd v Merriwa Nominees Pty Ltd: The Court of Appeal addressed whether a late amendment to a Reply introducing an inconsistent plea should have been allowed.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Romar Positioning Equipment Pte LtdAppellantCorporationAppeal AllowedWon
Merriwa Nominees Pty LtdRespondentCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of AppealNo
Lai Siu ChiuJudgeYes
Yong Pung HowChief JusticeNo

4. Counsels

Counsel NameOrganization
Jimmy YimDrew and Napier LLC
Josephine ChongChan Kam Foo and Associates
Victor Leong Wai MingChan Kam Foo and Associates
B Mohan SinghK K Yap and Partners

4. Facts

  1. Appellant and respondent agreed to a joint venture to provide drilling services to Reliance.
  2. Appellant entered into an agreement with Reliance to provide technical assistance for optic fibre cable installation.
  3. Appellant and respondent entered into a Service Agreement and a Partnership Agreement.
  4. Respondent was to train and provide personnel to be employed by the appellant.
  5. Appellant agreed to pay the respondent half of the payments received from Reliance.
  6. A settlement agreement was reached where the appellant would pay the respondent US$325,000 in three installments.
  7. The Deed stated it would not be effective until the full settlement sum was received.
  8. Appellant executed the Deed and forwarded it to Stokes' office.
  9. Appellant made two installment payments but withheld the final payment, requesting a copy of the signed Deed.
  10. Respondent gave notice that it no longer considered itself bound by the Deed due to alleged misrepresentations.

5. Formal Citations

  1. Romar Positioning Equipment Pte Ltd v Merriwa Nominees Pty Ltd, CA 8/2004, [2004] SGCA 44
  2. Romar Positioning Equipment Pte Ltd v Merriwa Nominees Pty Ltd, , [2004] SGHC 78

6. Timeline

DateEvent
Appellant approached the respondent to inquire about a joint venture.
Appellant entered into an agreement with Reliance.
Appellant and respondent entered into a Service Agreement and a Partnership Agreement.
Appellant and respondent entered into two written agreements, one being a Service Agreement and the other a Partnership Agreement.
Appellant had paid the respondent US$165,000.
Meeting took place in Australia to settle differences; agreement reached for appellant to pay respondent US$325,000.
Stokes faxed a copy of the Deed to Lim for his signature.
Appellant's solicitors received a letter from the respondent's Singapore solicitors confirming the settlement agreement.
Appellant’s solicitors hand-delivered a draft of US$250,000 to the respondent’s Singapore solicitors together with a request for a copy of the signed Deed.
Appellant's solicitors wrote again to the respondent's Singapore solicitors for a copy of the Deed.
Appellant's solicitors forwarded the second instalment of US$50,000.
Appellant's solicitors made a third request for a copy of the Deed.
Respondent gave notice that it no longer considered itself bound by the Deed.
Appellant obtained a draft for US$25,000 in payment of the final instalment due that day.
Appellant's solicitors wrote to the respondent's solicitors giving notice that a draft for US$25,000 had been issued and would only be released in exchange for the Deed.
Appellant's solicitors wrote to the respondent's solicitors, rejecting the respondent's allegations of misrepresentations and electing to treat the Deed as valid and subsisting.
Respondent commenced action against the appellant for breach of contract.
Original Reply was filed.
Respondent applied to amend its Reply.
Trial judge awarded judgment to the respondent.
Court of Appeal allowed the appeal.
Court of Appeal gave its reasons for allowing the appeal.

7. Legal Issues

  1. Condition Precedent
    • Outcome: The court held that the signing and forwarding of the Deed was a condition precedent to the appellant's obligation to pay.
    • Category: Substantive
    • Sub-Issues:
      • Failure to fulfill condition precedent
      • Waiver of condition precedent
  2. Amendment of Pleadings
    • Outcome: The court held that the last-minute amendment to the Reply should not have been allowed.
    • Category: Procedural
    • Sub-Issues:
      • Late amendment
      • Inconsistent plea
  3. Accord and Satisfaction
    • Outcome: The court found that the respondent could not claim there was no accord and satisfaction due to non-payment of the final instalment, as it had decided to renege on the Deed before the final instalment was due.
    • Category: Substantive

8. Remedies Sought

  1. Account of moneys owed

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Telecommunications
  • Engineering

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Hiap Hong & Co Pte Ltd v Hong Huat Development Co (Pte) LtdSingapore Court of AppealYes[2001] 2 SLR 458SingaporeCited for reaffirming the tests for implying terms into a contract.
Tan Chin Seng v Raffles Town Club Pte LtdSingapore Court of AppealYes[2003] 3 SLR 307SingaporeCited for reaffirming the tests for implying terms into a contract.
The MoorcockCourt of AppealYes(1889) 14 PD 64England and WalesCited for the 'business efficacy' test for implying terms into a contract.
Shirlaw v Southern Foundries (1926), LimitedCourt of AppealYes[1939] 2 KB 206England and WalesCited for the 'officious bystander' test for implying terms into a contract.
Williamson v London and North Western Railway CompanyChancery DivisionYes(1879) 12 Ch D 787England and WalesCited to support the objection to the amended Reply based on the late stage of the proceedings.
Kingston v CorkerCourt of AppealYes(1892) 29 LR Ir 364IrelandCited to support the objection to the amended Reply based on the late stage of the proceedings.
Herbert v VaughanCourt of AppealYes[1972] 3 All ER 122England and WalesCited to support the objection to the amended Reply based on the late stage of the proceedings.
Nirumalan K Pillay v A BalakrishnanHigh CourtYes[1997] 1 SLR 322SingaporeCited for the function of a reply in legal proceedings and its limitations.
Wright Norman v Overseas-Chinese Banking Corp LtdCourt of AppealYes[1994] 1 SLR 513SingaporeCited regarding the appellate court's interference with a lower court's discretion to grant or refuse an amendment.

13. Applicable Rules

Rule Name
Order 18 r 10(1) of the Rules of Court
Order 20 r 5 of the Rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R 5)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Condition precedent
  • Deed of Settlement and Release
  • Service Agreement
  • Accord and satisfaction
  • Amendment of pleadings
  • Implied term
  • Settlement sum
  • Reliance Agreement

15.2 Keywords

  • Contract Law
  • Civil Procedure
  • Settlement Agreement
  • Condition Precedent
  • Amendment of Pleadings
  • Singapore
  • Court of Appeal

17. Areas of Law

Area NameRelevance Score
Contract Law90
Contracts85
Breach of Contract80
Civil Practice75
Condition Precedent70
Implied Terms65
Estoppel50

16. Subjects

  • Contract Law
  • Civil Procedure
  • Settlement Agreements