XFactor Consolidated v IT21: Dispute over Distribution Agreement and Joint Venture for Educational Software

In Suit 387/2006, the High Court of Singapore, presided over by Justice Choo Han Teck, dismissed XFactor Consolidated (M) Sdn Bhd's claim against IT21 (Singapore) Pte Ltd and others. The plaintiff, XFactor Consolidated, alleged breach of a distribution agreement and a joint venture concerning educational software distribution. The court found the plaintiff's pleadings and evidence to be unclear and incomprehensible, failing to establish a discernible cause of action. The second defendant's counterclaim was also dismissed. Each party was ordered to bear its own costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff's claim is dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment reserved

1.5 Jurisdiction

Singapore

1.6 Description

Malaysian company XFactor Consolidated's claim against IT21 for breach of contract and joint venture regarding educational software distribution was dismissed due to unclear pleadings.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
XFactor Consolidated (M) Sdn BhdPlaintiffCorporationClaim DismissedLostSalem Ibrahim, Masayu Norashikin Bte Mohamad Amin
IT21 (Singapore) Pte LtdDefendantCorporationCounterclaim DismissedNeutralFoo Say Tun, Audrey Ho
EDIT21 (International) Pte LtdDefendantCorporationClaim DismissedWonFoo Say Tun, Audrey Ho
Tan Cheng HuaDefendantIndividualClaim DismissedWonFoo Say Tun, Audrey Ho

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJYes

4. Counsels

Counsel NameOrganization
Salem IbrahimSalem Ibrahim & Partners
Masayu Norashikin Bte Mohamad AminSalem Ibrahim & Partners
Foo Say TunWee Tay & Lim
Audrey HoWee Tay & Lim

4. Facts

  1. XFactor Consolidated claimed payment for securing a Malaysian Ministry of Education purchase.
  2. A Distribution Agreement (DA) was executed between Ian Anderson and the third defendant.
  3. The DA's Annex A did not include the 'Tamil titles' or 'Chaos and Order titles'.
  4. The plaintiff alleged a joint venture with the first defendant and Langkah Harapan.
  5. MMOE awarded a contract to Langkah Harapan solely.
  6. The Malaysian suits involved similar facts and parties.

5. Formal Citations

  1. XFactor Consolidated (M) Sdn Bhd v IT21 (Singapore) Pte Ltd and Others, Suit 387/2006, [2009] SGHC 123

6. Timeline

DateEvent
Distribution Agreement signed
Suit 387/2006 filed
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the plaintiff failed to establish a clear contract or breach.
    • Category: Substantive
    • Sub-Issues:
      • Failure to fulfill minimum order
      • Unclear contractual terms
  2. Joint Venture Agreement
    • Outcome: The court found that the plaintiff failed to establish a clear joint venture agreement.
    • Category: Substantive
    • Sub-Issues:
      • Lack of clarity in agreement terms
      • Unclear parties to the agreement

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Breach of Joint Venture Agreement

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Information Technology
  • Education

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

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

  • Distribution Agreement
  • Joint Venture
  • Educational Software
  • Minimum Order
  • Malaysian Ministry of Education
  • Exclusive Distributorship

15.2 Keywords

  • contract
  • distribution agreement
  • joint venture
  • educational software
  • IT21
  • XFactor Consolidated
  • Malaysia
  • Singapore

16. Subjects

  • Contract Dispute
  • Distribution Agreement
  • Joint Venture

17. Areas of Law

  • Contract Law
  • Civil Procedure