Uncharted Business v Asiasoft Online: Dispute over Termination of Exclusive E-Pin Distribution Agreement
Uncharted Business Pte Ltd sued Asiasoft Online Pte Ltd in the High Court of Singapore, before Lee Seiu Kin J, on 21 August 2009, for breach of contract. The dispute arose from Asiasoft's termination of Uncharted Business's exclusive e-Pin distribution agreement. The court dismissed Uncharted Business's claim, finding that the parties had mutually agreed to terminate the agreement.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's case dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Uncharted Business sued Asiasoft Online for breach of contract after Asiasoft terminated their e-Pin distribution agreement. The court dismissed the claim, finding mutual consent to terminate.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Uncharted Business Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Lionel Tan I Kwok, Lye Yi Xiang |
| Asiasoft Online Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Cheong Yuen Hee, Yeh Siang Hui |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lionel Tan I Kwok | Rajah & Tann LLP |
| Lye Yi Xiang | Rajah & Tann LLP |
| Cheong Yuen Hee | Y H Cheong |
| Yeh Siang Hui | J S Yeh & Co |
4. Facts
- Uncharted Business was appointed as the exclusive e-Pin distributor for Asiasoft Online's products.
- The appointment was for a period of 36 months, starting 1 September 2005.
- Asiasoft Online issued a Termination Letter on 26 April 2006, terminating the appointment effective 1 July 2006.
- Uncharted Business claimed that Asiasoft Online had no right to unilaterally terminate the agreement.
- Asiasoft Online argued that Uncharted Business had agreed to the termination.
- Addison and Stanley continued to work for Asiasoft Online for almost a year after the termination.
- Uncharted Business filed a claim for breach of contract eight months after Addison and Stanley resigned.
5. Formal Citations
- Uncharted Business Pte Ltd v Asiasoft Online Pte Ltd, Suit 42/2008, [2009] SGHC 188
6. Timeline
| Date | Event |
|---|---|
| Memorandum of Understanding signed | |
| Uncharted Business ceased to be authorized business operator of Gunbound | |
| Termination Letter issued | |
| Termination of e-Pin distributorship took effect | |
| Addison resigned as CEO of Asiasoft Online | |
| Stanley resigned as CFO of Asiasoft Online | |
| Letter of demand sent by plaintiff's solicitors | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that there was no breach of contract because the parties had mutually agreed to terminate the contract.
- Category: Substantive
- Termination of Contract
- Outcome: The court found that the termination of the contract was by mutual consent.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Internet Gaming
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chitty on Contracts | N/A | Yes | Chitty on Contracts (Sweet & Maxwell, 30th Ed 2008) vol 1 at paras 22-025–22-026 | N/A | Cited for the principle of mutual consent to terminate an agreement. |
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
- e-Pin distributor
- Termination Letter
- Memorandum of Understanding
- Mutual agreement
- Net revenue
- Related-party transaction
15.2 Keywords
- contract
- termination
- e-Pin
- distribution
- gaming
- singapore
16. Subjects
- Contract Dispute
- Termination of Contract
17. Areas of Law
- Contract Law