Hawley & Hazel v Szu Ming: Summary Judgment for Goods Sold, Parallel Imports & Distributorship Termination

Hawley & Hazel Chemical Co (S) Pte Ltd (“Hawley & Hazel”) sued Szu Ming Trading Pte Ltd (“Szu Ming”) in the High Court of Singapore, seeking summary judgment for $6,452,012.47 for goods sold and delivered. Szu Ming filed a counterclaim alleging wrongful termination of a distributorship agreement and failure to prevent parallel imports. Justice Lai Siu Chiu allowed Hawley & Hazel's appeal, granting summary judgment against Szu Ming, finding that Szu Ming's counterclaim did not constitute a valid set-off and lacked merit. A stay of execution was granted pending trial of the counterclaim.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Hawley & Hazel sued Szu Ming for goods sold. The court allowed Hawley & Hazel's appeal, granting summary judgment, finding Szu Ming's counterclaim lacked merit.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Hawley & Hazel Chemical Co (S) Pte LtdPlaintiff, RespondentCorporationAppeal AllowedWon
Szu Ming Trading Pte LtdDefendant, AppellantCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Adrian Tan Gim HaiDrew & Napier LLC
Julian TayLee & Lee
Yeo Lih WeiLee & Lee

4. Facts

  1. The plaintiff sued the defendant for goods sold and delivered.
  2. The defendant was the Singapore distributor of the plaintiff's products from 1951 until 24 January 2007.
  3. The distributorship arrangement was oral.
  4. The defendant failed to make payments for outstanding invoices.
  5. The plaintiff terminated the distributorship agreement due to the defendant's inability to repay outstanding amounts.
  6. The defendant raised a counterclaim for wrongful termination and failure to prevent parallel imports.
  7. The defendant alleged an oral agreement in March 2002 where the plaintiff promised to prevent parallel imports.

5. Formal Citations

  1. Hawley & Hazel Chemical Co (S) Pte Ltd v Szu Ming Trading Pte Ltd, Suit 150/2007, RA 208/2007, [2008] SGHC 13

6. Timeline

DateEvent
Distributorship agreement granted to Kiauw Hin & Co Pte Ltd by Hawley & Hazel Chemical (HK) Ltd.
Lee Szu Yin left KH and started Szu Ming & Co to distribute and market the Darkie brand of products.
Hawley & Hazel merged with the Colgate-Palmolive group and renamed the Darkie brand to Darlie. Szu Ming & Co's distributorship was restricted to Singapore, and the defendant was incorporated.
The Hong Kong company started the plaintiff to manage the Singapore operations.
Death of Lee's father.
Plaintiff sent a letter of demand to the defendant for outstanding invoices.
Defendant stated they would remit payment promptly.
Plaintiff suspended shipments due to lack of payment.
Defendant proposed installment payments.
Plaintiff requested post-dated cheques.
Defendant accepted plaintiff's conditions and attached a payment schedule.
Defendant paid $1,511,602.34 between 5 October 2006 and 7 December 2006.
Plaintiff supplied six shipments of products to the defendant between 3 November 2006 and 15 January 2007.
Meeting in Hong Kong between the parties.
Plaintiff supplied six shipments of products to the defendant between 3 November 2006 and 15 January 2007.
Defendant requested a 36-month repayment plan.
Plaintiff terminated the distributorship agreement with immediate effect.
Plaintiff sent a final warning to the defendant for payment.
Plaintiff filed statement of claim.
Assistant registrar dismissed the plaintiff's application for summary judgment.
The court allowed the Appeal and awarded the plaintiff final judgment against the defendant in the sum of $6,452,012.47.
Decision Date

7. Legal Issues

  1. Summary Judgment
    • Outcome: The court granted summary judgment to the plaintiff.
    • Category: Procedural
  2. Breach of Contract
    • Outcome: The court found that the defendant had not raised a bona fide defence to the plaintiff's claim for breach of contract.
    • Category: Substantive
  3. Set-off
    • Outcome: The court held that the defendant's counterclaim did not operate as a valid set-off against the plaintiff's claim.
    • Category: Substantive
  4. Wrongful Termination
    • Outcome: The court found that the defendant's claim of wrongful termination was without merit.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Set-off

9. Cause of Actions

  • Breach of Contract
  • Wrongful Termination

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Chemical
  • Consumer Goods

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Cheng Poh Construction Pte Ltd v First City Builders Pte LtdHigh CourtYes[2003] 2 SLR 170SingaporeCited for the position taken by the appellate court regarding the classification of the plaintiff's claim.
Hua Khian Ceramics Tiles Supplies Pte Ltd v Torie Construction Pte LtdHigh CourtYes[1992] 1 SLR 884SingaporeCited for the robust approach to decide whether the plaintiff should be granted summary judgment in light of the defendant’s alleged counterclaim.

13. Applicable Rules

Rule Name
Order 14 of the Rules of Court (Cap 322, R 5, 2006 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Distributorship
  • Parallel Imports
  • Summary Judgment
  • Set-off
  • Termination
  • Outstanding Invoices
  • Trade Marketing Expenses
  • Performance Incentives

15.2 Keywords

  • summary judgment
  • goods sold
  • parallel imports
  • distributorship
  • termination
  • contract
  • Singapore

17. Areas of Law

Area NameRelevance Score
Civil Practice75
Summary Judgement70
Goods Sold and Delivered70
Distributorship Agreement65
Contract Law60
Breach of Contract60
Commercial Law50

16. Subjects

  • Contract Law
  • Civil Procedure
  • Commercial Litigation