Excel Golf v Allied Domecq: Contract Breach, Oral Agreement & Partnership

Excel Golf Pte Ltd sued Allied Domecq Spirits and Wine (Singapore) Ltd in the High Court of Singapore, alleging breach of an oral agreement and a written agreement regarding the Ballantine’s Legends of Golf tournament. Lai Siu Chiu J dismissed Excel Golf's claim, finding that the agreement was oral, for one year only, and that Excel Golf was in repudiatory breach. The court awarded judgment to Allied Domecq on its counterclaim for sums paid to Excel Golf and granted an injunction regarding the use of the 'Ballantine's Legends of Golf' trademark.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff's claim dismissed with costs to the defendant. Judgment for the defendant on its counterclaim with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Excel Golf sued Allied Domecq for breach of contract. The court dismissed the claim, finding Excel Golf in breach of an oral agreement.

1.7 Decision Date

2 August 2004

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Excel Golf Pte Ltd	Plaintiff	Corporation	Claim Dismissed	Lost	S H Almenoar, Raji Ramason, Cheryl Lim
Allied Domecq Spirits and Wine (Singapore) Ltd	Defendant	Corporation	Counterclaim Allowed	Won	Ang Cheng Hock, William Ong, Tham Wei Chern

3. Judges

Judge Name	Title	Delivered Judgment
Lai Siu Chiu	Judge	Yes

4. Counsels

Counsel Name	Organization
S H Almenoar	Tan Rajah and Cheah
Raji Ramason	Tan Rajah and Cheah
Cheryl Lim	Tan Rajah and Cheah
Ang Cheng Hock	Allen and Gledhill
William Ong	Allen and Gledhill
Tham Wei Chern	Allen and Gledhill

4. Facts

Excel Golf and Allied Domecq entered into an oral agreement for Excel Golf to organize a golf tournament sponsored by Allied Domecq.
Allied Domecq agreed to be the title sponsor and pay Excel Golf a management fee of US$250,000 for the 2002 event.
Allied Domecq agreed to underwrite the prize money of US$500,000 for the event.
Excel Golf was to promote and market the event, including arranging for television and media coverage.
Excel Golf failed to provide detailed and updated budgets to Allied Domecq.
Excel Golf failed to secure additional sponsors for the event.
Excel Golf failed to provide sufficient and appropriate publicity and media coverage for the event.
Chuan secured secret commission deals at the defendant's expense.

5. Formal Citations

Excel Golf Pte Ltd v Allied Domecq Spirits and Wine (Singapore) Ltd (No 2), Suit 286/2003, [2004] SGHC 162

6. Timeline

Date	Event
1985-01-01	Excel Golf Pte Ltd incorporated
2001-06-01	Allied Domecq management conceived the idea of sponsoring a seniors’ golf tournament
2001-10-01	Burnett and Parmley met with Hadley and Bob Tuohy regarding a sponsorship proposal
2001-10-09	Chuan and Burnett discussed a partnership to stage a golf tournament
2002-01-20	Nutrius Pty Ltd appointed as tournament consultant by the plaintiff
2002-02-04	Parmley and other representatives of the defendant attempted to resolve the terms of the parties’ agreement with Chuan and Matthew
2002-02-05	First draft agreement dated
2002-02-06	Plaintiff claimed a firm agreement was in place
2002-02-08	Defendant paid US$50,000 direct to EST
2002-02-18	Plaintiff raised the first invoice
2002-03-12	Chuan represented that Swingmart should be appointed the official apparel company for the Event
2002-03-15	Meeting held between the parties
2002-03-27	Plaintiff forwarded the fourth draft to the defendant
2002-03-28	Plaintiff's first budget
2002-04-08	Second invoice from the plaintiff
2002-04-11	Third invoice from the plaintiff
2002-04-12	Meeting between the parties
2002-04-23	Press conference held
2002-05-06	Plaintiff put up another budget for the Event
2002-05-10	Chuan questioned Swingmart on the quality of the T-shirts
2002-05-21	Fifth invoice was presented
2002-05-30	Meeting between the parties
2002-06-10	Michelle Chan employed by the defendant as marketing manager
2002-06-12	Chuan referred to the parties as partners in his letter to Parmley
2002-06-27	Chuan referred to the parties as having a partnership in his e-mail to Michelle
2002-07-03	O’Connor asked Chuan to check when the defendant had signed the contract
2002-07-04	Defendant received the plaintiff’s fourth invoice
2002-07-08	Michelle sent e-mails to Chuan seeking ESPN’s written confirmation that South Korea would be taken out of the broadcast distribution
2002-07-09	Michelle sent e-mails to Chuan seeking ESPN’s written confirmation that South Korea would be taken out of the broadcast distribution
2002-07-09	O’Connor gave the requisite assurance by e-mail attaching a reply from Mike Rehu
2002-07-10	Tham’s e-mail reminder to Chuan’s secretary Evelyn
2002-07-19	Lim and Michelle sent a comprehensive letter setting out the defendant’s concerns
2002-07-25	Michelle and Lim sent a reminder on the defendant’s behalf
2002-07-26	Chuan replied addressing not the budget concerns but other irrelevant issues
2002-07-26	Meeting followed between representatives of the parties
2002-07-29	Lim found several inaccuracies in Andy’s draft minutes
2002-07-31	Andy e-mailed a budget to Tham with a budget change explanation
2002-07-31	Lim e-mailed Andy pointing out that the 31 July budget contained figures that differed from earlier budgets
2002-08-01	Chuan stated he would not provide the budget
2002-08-01	Defendant’s duty-free promotion for BLOG at Kuala Lumpur International Airport between 1 August and 30 September 2002
2002-08-02	Parmley, Lim, Tham, Sim and Michelle met Andy and Drayson
2002-08-13	Chuan e-mailed the defendant a sponsorship update
2002-08-14	Plaintiff tendered yet another budget to the defendant
2002-08-14	William Gartshore met the defendant’s representatives
2002-08-15	Defendant presented the plaintiff with a fifth draft agreement
2002-08-16	Michelle indicated to Chuan that the defendant wanted a signed contract by the time of the next meeting
2002-08-20	Chuan responded to say an agreement was already in place which the plaintiff would sign but, not the fifth draft
2002-08-20	Meeting on 20 August 2002 did not resolve any of the outstanding issues
2002-08-30	O’Connor emailed Michelle to say he had closed the package with ESPN at US$59,000 with a significant reduction
2002-09-01	Plaintiff’s agreement with Zainal Shah/Super Shows
2002-09-03	O’Connor clarified that ESPN channel is not the channel that the tournament is being distributed on
2002-09-11	SSC sent Chuan an e-mail setting out a tentative proposal for sponsorship
2002-09-13	First draft contract was forwarded by ESPN
2002-09-17	Defendant received the consolidated media flow plan
2002-09-20	Chuan purportedly wrote to CNN
2002-09-23	Defendant stopped payment on its cheque dated 23 September 2002 for S$49,950 issued in favour of the venue
2002-09-26	Plaintiff received the first sponsorship income of S$40,000 from Grand Plaza Hotel
2002-09-27	Lim remembered on or about 27 September 2002 when he was clearing his e-mail
2002-09-30	Defendant’s solicitors informed the plaintiff that it was in repudiatory breach of the oral agreement
2002-10-01	Parties met to discuss how to salvage the situation
2002-10-01	Parmley received Andy’s e-mail enclosing another budget
2002-10-02	Parmley replied to Andy setting out the issues pertaining to performance criteria required by the defendant
2002-10-02	Another meeting followed that day between the parties
2002-10-03	Defendant’s solicitors wrote to the plaintiff’s solicitors stating that the defendant had not received any acceptable constructive proposals
2002-10-08	Defendant registered the Ballantine’s Legends of Golf trade mark
2002-10-10	Plaintiff’s solicitors replied to the termination letter
2002-10-11	Ballantine’s Charity Golf Challenge organised by the SIF
2002-10-12	Chuan e-mailed yet another draft to the defendant
2002-10-15	Letter dated 15 October 2002 to the contest winner in Japan
2002-10-16	Plaintiff issued a press release drafted by Murray announcing not the cancellation but the postponement of the Event to mid-2003
2002-10-17	Chuan objected to the defendant’s version of the minutes
2002-11-06	Pro-Am tournaments
2002-11-07	Pro-Am tournaments
2002-11-07	Defendant stopped payment on its cheque dated 23 September 2002 for S$49,950 issued in favour of the venue
2002-11-08	Event was to be held between 8 and 10 November 2002
2002-11-09	Event was to be held between 8 and 10 November 2002
2002-11-10	Event was to be held between 8 and 10 November 2002
2003-03-23	Suit filed
2003-05-29	Chuan removed the Ballantine’s Legends of Golf trade mark
2004-01-16	Defendant’s solicitors wrote to the SSC
2004-01-18	York Holdings letter dated
2004-01-20	SSC’s solicitors confirmed that SSC did not enter into any contract with the plaintiff
2004-01-30	Annual general meeting of the parent company in London
2004-02-03	Trial date
2004-08-03	Judgment reserved
2004-08-03	Decision Date

7. Legal Issues

Breach of Contract
- Outcome: The court found that the plaintiff was in repudiatory breach of the oral agreement, entitling the defendant to terminate the agreement.
- Category: Substantive
- Sub-Issues:
  - Failure to discharge obligations under oral agreement
  - Terms breached were conditions
  - Entitlement to terminate oral agreement
  - Repudiatory breach
- Related Cases:
  - [1962] 2 QB 26
Contract Formation
- Outcome: The court found that the four unsigned draft agreements were not sufficient evidence of a written contract between the parties, and that the contract was oral.
- Category: Substantive
- Sub-Issues:
  - Sufficiency of unsigned draft agreements as evidence of written contract
Evidence - Witnesses - Examination
- Outcome: The court applied the rule in Browne v Dunne, treating the plaintiff's failure to cross-examine the defendant's witnesses on material parts of their evidence as an acceptance of the truth of that part of the evidence.
- Category: Procedural
- Sub-Issues:
  - Failure to cross-examine defendant's witnesses on material parts of their evidence
  - Acceptance of the truth of that part of the evidence
  - Application of the rule in Browne v Dunne
- Related Cases:
  - (1893) 6 R 67
Partnership Formation
- Outcome: The court found that the parties were in a partnership, based on their agreement to share profits and losses.
- Category: Substantive
- Sub-Issues:
  - Agreement to share profits and losses
  - Whether parties in a partnership
  - Test to be applied

8. Remedies Sought

Monetary Damages
Loss of Profits
Loss of Reputation
Aggravated Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Hospitality
Sports
Liquor

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Browne v Dunne	N/A	Yes	(1893) 6 R 67	N/A	Cited for the principle that failure to cross-examine a witness on a material part of their evidence may be treated as an acceptance of the truth of that evidence.
Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd	N/A	Yes	[1962] 2 QB 26	N/A	Cited for the definition of conditions and warranties in contract law.
San International Pte Ltd v Keppel Engineering Pte Ltd	N/A	Yes	[1998] 3 SLR 871	Singapore	Cited to show Singapore courts have adopted the common law definition of a condition.
Kool Team Marketing v Pacific Sunwear Pte Ltd	N/A	Yes	[2000] 2 SLR 243	Singapore	Cited to show Singapore courts have adopted the common law definition of a condition.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Partnership Act (Cap 391, 1994 Rev Ed) s 1(1)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Oral Agreement
Management Fee
Sponsorship
Budget
Publicity
Repudiatory Breach
Partnership
Staging Account
Secret Commission
Ballantine’s Legends of Golf
BLOG
European Seniors PGA Tour
EST

15.2 Keywords

contract
breach
oral agreement
partnership
sponsorship
golf tournament
Singapore
commercial dispute

16. Subjects

Contract Law
Partnership Law
Commercial Dispute
Sponsorship Agreement

17. Areas of Law

Contract Law
Partnership Law
Civil Procedure