TCL Industries v ICC Chemical: Breach of Contract & Force Majeure

TCL Industries (Malaysia) Sdn Bhd, a Malaysian petrochemical manufacturer, sued ICC Chemical Corp, an American chemical trader, in the High Court of Singapore for breach of contract. TCL claimed ICC failed to deliver the full quantity of benzene as agreed. ICC raised defenses of force majeure and argued a subsequent contract amendment superseded the original agreement. Justice Lai Siu Chiu ruled in favor of TCL, finding ICC liable for breach of contract and ordering damages to be assessed by the Registrar.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Interlocutory judgment for the plaintiff.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Malaysian petrochemical company TCL sued American chemical trader ICC for breach of contract due to failure to deliver benzene. The court ruled in favor of TCL.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
TCL Industries (Malaysia) Sdn BhdPlaintiffCorporationInterlocutory JudgmentWon
ICC Chemical CorpDefendantCorporationDamages to be assessedLost

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Simon JonesWee Swee Teow & Co
Diana HoWee Swee Teow & Co
Yeow ShihuaWee Swee Teow & Co
Leong Kit WanTan Peng Chin LLC
Mark LimTan Peng Chin LLC

4. Facts

  1. TCL and ICC entered into a contract for the sale of 3,000mt of benzene at US$387 per mt.
  2. ICC only delivered 1,949.23mt of benzene, leaving a shortfall of 1,050.77mt.
  3. TCL's plant was allegedly shut down for eight days due to the non-delivery of the benzene.
  4. ICC claimed the balance cargo was subsumed in a new contract for 2,000mt of benzene.
  5. TCL denied the existence of the new contract and claimed it never received or signed it.
  6. The market price of benzene rose after the contract date, making it more expensive for ICC to deliver the balance cargo.
  7. ICC argued that the delay in delivery was due to the unavailability of shipping space, a force majeure event.

5. Formal Citations

  1. TCL Industries (Malaysia) Sdn Bhd v ICC Chemical Corp, Suit 24/2005, [2006] SGHC 88

6. Timeline

DateEvent
Representation agreement between ICC Chemical Corp and Moraka Pte Ltd signed.
Oral contract for benzene supply concluded between Mohan and Raman.
Raman e-mailed Mohan terms of benzene supply contract.
Mohan wrote to TCL requesting that ICC be restored as a supplier.
Mohan received sales confirmation from Moraka.
TCL faxed sales confirmation signed by Raju to Moraka with amendments.
TCL issued purchase order for the disputed contract.
Raman e-mailed Mohan stating ICC would not accept the disputed contract due to changes.
Raman advised TCL that cargo would be delivered in the second half of August.
Raman advised Mohan that he was still working to fix a vessel.
Mohan reminded Raman that he was still waiting for the nomination of a carrier.
Raman said he was waiting to hear from Reliance.
Raman advised that Reliance would only supply 2,000mt of the product.
Raman replied that he would let Mohan know about the nomination of a carrier.
Raman's staff notified TCL that the nominated vessel was the Madonna.
Alleged date of amendment contract.
Plaintiff's plant allegedly shut down.
Shipment of 2,000mt on the Madonna was discharged at Kuantan.
Mohan reminded Raman of the balance cargo.
Mohan e-mailed Raman to ask for a quotation for 2,000mt which included the balance cargo.
Raju quantified TCL's loss as US$220,711.70.
Raman quoted US$485 per mt to Mohan for the new contract for 1,000mt.
Raju e-mailed Raman to inquire when the balance cargo would be delivered.
Mohan requested and was furnished by Raman with the e-mail addresses of Sareen and Brunger.
Mohan e-mailed a summary of the whole history of the disputed contract to Brunger.
Brunger sent Mohan an email reply.
Mohan couriered his e-mail message of 2 March 2004 to Brunger.
Brunger forwarded a copy of his e-mail dated 16 March 2004.
Sareen met Mohan at Mohan's office.
Mohan sent an e-mail to Sareen setting out what had transpired at their meeting.
Mohan sent a reminder to Sareen.
Mohan sent another reminder to Sareen.
Sareen replied to Mohan stating that ICC did not recognise TCL's claim.
Mohan asked Sareen by e-mail for a proposal.
Mohan continued to make fruitless attempts to raise the issue of the balance cargo with Sareen.
Mohan wrote to Brunger.
Wee Swee Teow wrote to ICC demanding delivery of the balance cargo.
Wee Swee Teow wrote to ICC demanding delivery of the balance cargo.
Falick replied to Wee Swee Teow denying that ICC owed TCL the balance cargo.
Sareen filed first affidavit.
Sareen filed second affidavit.
ICC raised the defence of force majeure.
Wee Swee Teow requested to inspect the original amendment contract.
Wee Swee Teow requested to inspect the original amendment contract.
Wee Swee Teow requested to inspect the original amendment contract.
Sareen filed his affidavit of evidence-in-chief.
Sareen filed his supplemental affidavit of evidence-in-chief.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found the defendant liable for breach of contract due to late delivery and failure to deliver the balance cargo.
    • Category: Substantive
    • Sub-Issues:
      • Failure to deliver goods
      • Late delivery of goods
    • Related Cases:
      • [1854] 9 Exch 341
      • [1949] 2 KB 528
  2. Force Majeure
    • Outcome: The court rejected the defendant's defense of force majeure, finding that the defendant failed to prove the late delivery and non-delivery were beyond its reasonable control or not attributable to its negligence.
    • Category: Substantive
    • Sub-Issues:
      • Unavailability of shipping space
      • Conditions beyond seller's control
    • Related Cases:
      • [1915] 1 KB 681
  3. Waiver
    • Outcome: The court rejected the defendant's claim that the plaintiff had waived delivery of the balance cargo.
    • Category: Substantive
    • Related Cases:
      • [2000] 233HKCU 1

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Chemicals
  • Petrochemicals

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Matsoukis v Priestman & CoKing's Bench DivisionYes[1915] 1 KB 681England and WalesCited for the definition of force majeure, indicating it covers dislocation of business due to events like strikes and accidents to machinery.
Hadley v BaxendaleCourt of ExchequerYes(1854) 9 Exch 341England and WalesCited as a foundational case for the principles of assessing damages in breach of contract cases.
Victoria Laundry (Windsor) Ltd v Newman Industries LtdCourt of AppealYes[1949] 2 KB 528England and WalesCited as a key case for the principles of assessing damages in breach of contract cases, particularly concerning consequential losses.
P&M Industrial Company Limited v Winner Bob (HK) Company LimitedN/AYes[2000] 233HKCU 1Hong KongCited for the principle that the defendant bears the burden of proving clear and unequivocal words or acts on the part of the plaintiff that it waived its right to damages or claims.

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

  • Benzene
  • Force majeure
  • Sales confirmation
  • Balance cargo
  • Amendment contract
  • Shipping space
  • ETA
  • CIF Kuantan
  • Letter of credit
  • Madonna shipment

15.2 Keywords

  • breach of contract
  • benzene
  • force majeure
  • chemical trading
  • malaysia
  • singapore
  • ICC Chemical
  • TCL Industries

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contract Law85
Force Majeure60
Commercial Disputes50
Evidence40
Sale of Goods30
International Trade25

16. Subjects

  • Contract Dispute
  • Sale of Goods
  • International Trade