Fornet Enterprise v Howell Universal: Breach of Contract & Conspiracy Claims in Electronics Trade
Fornet Enterprise Co Ltd, a Taiwanese finance company, sued Howell Universal Pte Ltd, F I Holdings Pte Ltd, and Wu Cheng I Henry in the High Court of Singapore, alleging breach of contract, conversion, and conspiracy. Fornet claimed the defendants failed to act with due diligence, remit sale proceeds, and conspired to cause economic loss. Andrew Ang J dismissed all of Fornet's claims, finding that Fornet had not proven the existence of the alleged agreement or any breach thereof. The court also dismissed the first defendant's counterclaim.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's action dismissed in its entirety with costs to be taxed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment reserved.
1.5 Jurisdiction
Singapore
1.6 Description
Fornet Enterprise sued Howell Universal for breach of contract, alleging failure to remit funds and conspiracy. The court dismissed all claims, finding no breach or conspiracy.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Fornet Enterprise Co Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | |
| Howell Universal Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | |
| F I Holdings Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | |
| Wu Cheng I Henry | Defendant | Individual | Judgment for Defendant | Won | |
| Funai Electric Co Ltd | Defendant | Corporation | Claim Withdrawn | Withdrawn | |
| Funai Technology (Taipei) Co Ltd | Defendant | Corporation | Claim Withdrawn | Withdrawn | |
| Funai Electric Company of Taiwan | Defendant | Corporation | Claim Withdrawn | Withdrawn | |
| Funai Electric (Malaysia) Sdn Bhd | Defendant | Corporation | Claim Withdrawn | Withdrawn | |
| Wu Lin Hua | Defendant | Individual | Claim Withdrawn | Withdrawn |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang | Judge | Yes |
4. Counsels
4. Facts
- Fornet, a Taiwanese finance company, claimed an agreement with Howell Universal to act as its mercantile agent.
- The alleged agreement was partly oral, partly written, and partly based on past dealings.
- Fornet claimed Howell Universal breached the agreement by failing to exercise due care and remit sale proceeds.
- Howell Universal denied the existence of the agreement and any breach.
- Fornet discontinued claims against several defendants before trial.
- The court found that the unsigned Business Agent Contract could not be part of the agreement.
- The court found inconsistencies between Lin's affidavit and the minutes of the meeting.
5. Formal Citations
- Fornet Enterprise Co Ltd v Howell Universal Pte Ltd and Others, Suit 60/2003, [2006] SGHC 33
6. Timeline
| Date | Event |
|---|---|
| Howell Universal Pte Ltd incorporated in Singapore. | |
| Transactions between parties during trial period began. | |
| Parties signed a non-binding memorandum of understanding in regard to Fornet Corporation Pte Ltd. | |
| Transactions between parties during trial period ended. | |
| Meeting held between Fornet Enterprise Co Ltd and Howell Universal Pte Ltd. | |
| Howell Universal Pte Ltd suffered major losses. | |
| Hong Kong company divested interest in Howell Universal Pte Ltd. | |
| Suit filed by Fornet Enterprise Co Ltd. | |
| Transcript of evidence date. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the plaintiff had not proven the existence of the alleged agreement or any breach thereof.
- Category: Substantive
- Sub-Issues:
- Failure to exercise due care and diligence
- Acting contrary to plaintiff's interests
- Failure to remit monies
- Conspiracy
- Outcome: The court dismissed the conspiracy claim, finding no evidence of an agreement to cause economic loss.
- Category: Substantive
- Conversion
- Outcome: The court dismissed the conversion claim, finding no evidence that the defendants wrongfully retained sale proceeds.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Conversion
- Conspiracy to Injure
- Conspiracy by Unlawful Means
10. Practice Areas
- Commercial Litigation
11. Industries
- Electronics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Multi-Pak Singapore Pte Ltd v Intraco Ltd | Singapore High Court | No | [1992] 2 SLR 793 | Singapore | Cited for the principle that a court may not make a finding or give a decision on facts not pleaded. |
| Blay v Pollard and Morris | King's Bench | No | [1930] 1 KB 628 | England and Wales | Cited for the principle that cases must be decided on the issues on the record. |
| The Ohm Mariana | Court of Appeal | Yes | [1993] 2 SLR 698 | Singapore | Cited for the principle that cases must be decided on the issues on the record. |
| Ong Seow Pheng v Lotus Development Corp | Court of Appeal | No | [1997] 3 SLR 137 | Singapore | Cited for the principle that the court cannot make a finding based on facts which have not been pleaded. |
| Seagate Technology (S) Pte Ltd v Heng Eng Li | Singapore High Court | No | [1994] 1 SLR 534 | Singapore | Cited for the principle that the starting point in a claim in conspiracy is an agreement or understanding between two or more persons to carry out an act or acts. |
| Belmont Finance Corporation v Williams Furniture Ltd (No 2) | Court of Appeal | No | [1980] 1 All ER 393 | England and Wales | Cited for the proposition that a company, being a legal person, is capable in law of conspiring with its directors. |
| Chong Hon Kuan Ivan v Levy Maurice (No 2) | Singapore High Court | No | [2004] 4 SLR 801 | Singapore | Cited for the proposition that a director cannot be liable in tort for conspiracy with the company if he acted bona fide within the scope of his authority. |
| Said v Butt | King's Bench Division | No | [1920] 3 KB 497 | England and Wales | Cited for the principle that directors could not be made liable if they acted bona fide within the scope of their authority. |
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
- Mercantile agent
- Joint venture
- Breach of contract
- Conspiracy
- Conversion
- Sale proceeds
- Due diligence
- Electronic goods
- Agreement
- Minutes of meeting
15.2 Keywords
- breach of contract
- conspiracy
- mercantile agent
- electronics trade
- singapore high court
17. Areas of Law
16. Subjects
- Contract Law
- Tort Law
- Commercial Litigation