Alliance Concrete v Comfort Resources: Breach of Contract & Termination Dispute
In a dispute between Alliance Concrete Singapore Pte Ltd and Comfort Resources Pte Ltd, the Court of Appeal of Singapore heard an appeal regarding a contract for sand supply. Alliance Concrete claimed Comfort Resources breached the contract by failing to supply contracted quantities, while Comfort Resources alleged Alliance Concrete under-ordered and failed to make timely payments. The Court of Appeal allowed the appeal, finding that Comfort Resources was not entitled to terminate the contract due to its own breach and that damages should be assessed based on a minimum order quantity.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal case involving Alliance Concrete and Comfort Resources, addressing breach of contract and wrongful termination in a sand supply agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Alliance Concrete Singapore Pte Ltd | Appellant | Corporation | Appeal Allowed | Won | |
| Comfort Resources Pte Ltd | Respondent | Corporation | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | Yes |
| V K Rajah | Justice of the Court of Appeal | No |
4. Counsels
4. Facts
- Alliance Concrete and Comfort Resources entered into a contract for the supply of sand.
- Alliance Concrete was contractually bound to order between 30,000mt and 50,000mt of sand per month from Comfort Resources and LCH.
- Alliance Concrete made late payments to Comfort Resources.
- Comfort Resources suspended sand supply to Alliance Concrete due to overdue invoices.
- Alliance Concrete allegedly under-ordered sand from Comfort Resources.
- Comfort Resources terminated the contract, citing Alliance Concrete's failure to pay and under-ordering.
- Alliance Concrete claimed Comfort Resources breached the contract by failing to supply the contracted quantities of sand.
5. Formal Citations
- Alliance Concrete Singapore Pte Ltd v Comfort Resources Pte Ltd, CA 134/2008, [2009] SGCA 34
6. Timeline
| Date | Event |
|---|---|
| Contract evidenced in a letter from the Appellant to the Respondent | |
| Respondent countersigned the contract | |
| Appellant ordered sand from Lim Chye Heng Sand & Granite Pte Ltd | |
| Appellant failed to pay for May deliveries | |
| Appellant failed to pay for June deliveries | |
| First meeting between the parties | |
| Appellant failed to pay for July deliveries | |
| Second meeting between the parties | |
| Respondent stopped deliveries of sand to the Appellant | |
| Appellant paid the April 2006 invoices | |
| Appellant sent a letter to the Respondent alleging short deliveries | |
| Appellant wrote to the Respondent alleging short-delivered sand | |
| Respondent sent a letter to the Appellant stating they will not be making any further deliveries until outstanding payment is settled | |
| Respondent wrote to the Appellant to say that it considered the Appellant as having repudiated the Contract | |
| Appellant sent a letter denying that it had failed to make prompt payments and alleging that the Respondent was in repudiatory breach | |
| Respondent commenced Suit No 601 of 2006 against the Appellant | |
| Appellant commenced Suit No 604 of 2006 | |
| Judge awarded the Respondent final judgment in Suit No 601 of 2006 with damages to be assessed and dismissed the Appellant’s claim in its cross-suit in Suit No 604 of 2006 | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The Court of Appeal found that both parties were in breach of contract. The Respondent was in breach for suspending the supply of sand, and the Appellant was in breach for late payments and under-ordering. However, the Respondent was not entitled to terminate the contract.
- Category: Substantive
- Sub-Issues:
- Failure to make timely payments
- Under-ordering of goods
- Wrongful termination
- Wrongful Termination
- Outcome: The Court of Appeal held that the Respondent's termination of the contract was wrongful because the Respondent was also in breach of contract at the time of termination.
- Category: Substantive
- Sub-Issues:
- Justification for termination
- Effect of terminating party's own breach
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd | Court of Appeal | Yes | [2007] 4 SLR 413 | Singapore | Cited for the principles regarding the right to terminate a contract based on breach, specifically outlining the four situations that entitle an innocent party to treat a contract as discharged. |
| Man Financial (S) Pte Ltd v Wong Bark Chuan David | Court of Appeal | Yes | [2008] 1 SLR 663 | Singapore | Cited for summarizing the four situations from RDC Concrete that entitle an innocent party to treat a contract as discharged due to the other party's breach. |
| Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd | English Court of Appeal | Yes | [1962] 2 QB 26 | England and Wales | Cited as the leading case for the 'Hongkong Fir approach,' where the breach of a term deprives the innocent party of substantially the whole benefit of the contract. |
| Maple Flock Company, Limited v Universal Furniture Products (Wembley), Limited | English Court of Appeal | Yes | [1934] 1 KB 148 | England and Wales | Cited in relation to s 31(2) of the Sale of Goods Act and the consideration of the effect of a breach relating to one or more installments on the contract as a whole. |
| Jet Holding Ltd v Cooper Cameron (Singapore) Pte Ltd | Singapore Court of Appeal | Yes | [2006] 3 SLR 769 | Singapore | Cited for the principle that the fact that both parties have committed breaches before one elects to treat the contract as repudiated makes no difference, unless the first party's breach precludes them from claiming the other party repudiated. |
| Lidl UK GmbH v Hertford Foods Ltd | English Court of Appeal | Yes | [2001] EWCA Civ 938 | England and Wales | Cited in relation to the principle enunciated in State Trading Corporation of India Ltd v M Golodetz Ltd regarding termination for breach when both parties are in breach. |
| State Trading Corporation of India Ltd v M Golodetz Ltd | English Court of Appeal | Yes | [1989] 2 Lloyd’s Rep 277 | England and Wales | Cited for the principle that a party's past breaches do not assist the other party if the first party is entitled to treat the second party as having wrongfully repudiated the contract, unless the first party's continuing breach precludes them from claiming repudiation. |
| Taylor v Oakes, Roncoroni, and Co | Not Available | Yes | (1922) 127 LT 267 | England and Wales | Cited for the rule that a contracting party who gives a wrong reason for refusing performance does not lose a justification that existed, whether they were aware of it or not. |
| Heisler v Anglo-Dal Ld | English Court of Appeal | Yes | [1954] 1 WLR 1273 | England and Wales | Cited for the exception to the rule in Taylor v Oakes, Roncoroni, and Co, stating that if the point not taken could have been put right, the principle will not apply. |
| Panchaud Frères SA v Etablissements General Grain Company | English Court of Appeal | Yes | [1970] 1 Lloyd’s Rep 53 | England and Wales | Cited for the qualification to the rule in Taylor v Oakes, Roncoroni, and Co, stating that a party may be precluded from setting up a different ground later where it would be unfair or unjust to allow them to do so. |
| V Berg & Son Ltd v Vanden Avenne- PVBA | English Court of Appeal | Yes | [1977] 1 Lloyd’s Rep 499 | England and Wales | Cited in relation to the rationale underlying the exception in Panchaud Frères SA v Etablissements General Grain Company. |
| Procter & Gamble Philippine Manufacturing Corp v Peter Cremer GmbH & Co (The Manila) | English High Court | Yes | [1988] 3 All ER 843 | England and Wales | Cited in relation to the rationale underlying the exception in Panchaud Frères SA v Etablissements General Grain Company. |
| Glencore Grain Rotterdam BV v Lebanese Organisation for International Commerce | Not Available | Yes | [1997] 4 All ER 514 | Not Available | Cited for clarifying that the exception in Panchaud Frères SA v Etablissements General Grain Company should be based on waiver and estoppel, and for setting out two exceptions to the rule in Taylor v Oakes, Roncoroni, and Co. |
| Sports Connection Pte Ltd v Deuter Sports GmbH | Court of Appeal | Yes | [2009] SGCA 22 | Singapore | Cited for the principle that in ascertaining whether the innocent party has been deprived of substantially the whole benefit of the contract, one must construe the contract to ascertain what benefit was intended. |
| Comfort Resources Pte Ltd v Alliance Concrete Singapore Pte Ltd | High Court | Yes | [2008] 4 SLR 848 | Singapore | Cited as the judgment being appealed. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Sale of Goods Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Concreting sand
- Repudiatory breach
- Wrongful termination
- Under-ordering
- Late payment
- Contracted quantities
- Suspension of supply
- Condition precedent
- Renunciation of contract
- Hongkong Fir approach
15.2 Keywords
- breach of contract
- wrongful termination
- sand supply
- late payment
- under-ordering
- Singapore
- Court of Appeal
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 90 |
| Contract Law | 85 |
| Commercial Law | 60 |
16. Subjects
- Contract Law
- Commercial Law
- Sale of Goods