Sundercan Ltd v Salzman: Specific Performance & Contract Formation Dispute
Sundercan Ltd and Alain Mallart, minority shareholders, sued Anthony David Salzman in the High Court of Singapore on 23 March 2010, seeking specific performance of alleged share purchase agreements. The court, presided over by Woo Bih Li J, dismissed the claims, finding that no binding contracts were formed due to the lack of agreement on the payment schedule, a crucial term. The plaintiffs' claim was for specific performance of the share purchase agreements.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claims were dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Sundercan Ltd sought specific performance for a share sale agreement. The court dismissed the claim, finding no contract was formed due to unresolved payment terms.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sundercan Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | |
| Alain Mallart | Plaintiff | Individual | Claim Dismissed | Lost | |
| Salzman Anthony David | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
4. Facts
- Plaintiffs claimed to have sold minority shares to the defendant.
- Defendant was the majority shareholder of VHL, ECN1, and VILC.
- Negotiations occurred for the sale of plaintiffs' shares in VHL, ECN1, and VILC.
- Defendant offered to purchase Sundercan's shares for US$1,143,667.00.
- Defendant offered to purchase Mallart's shares for US$983,023.00.
- Rachel informed Codex and Macq about potential changes to the payment schedule.
- Defendant stated he was unable to buy shares due to the economic crisis.
5. Formal Citations
- Sundercan Ltd and another v Salzman Anthony David, Suit No 332 of 2009, [2010] SGHC 92
6. Timeline
| Date | Event |
|---|---|
| Defendant sent documents, including the Mallart Agreement, to Mallart. | |
| Defendant made an offer for Sundercan’s shares. | |
| Negotiations on the terms of the Mallart Agreement began. | |
| Codex sought clarification from Rachel in respect of some clauses in the Sundercan Agreement. | |
| Rachel informed Codex and Macq about potential changes to the payment schedule due to the global crisis. | |
| Sundercan signed the Sundercan Agreement. | |
| Macq emailed Rachel stating that the Mallart Agreement had been signed. | |
| Scheduled completion date under the Sundercan and Mallart Agreements. | |
| Rachel acknowledged receipt of the Sundercan Agreement. | |
| Defendant sent an email stating he was unable to buy shares due to the economic crisis. | |
| Rachel forwarded the defendant's email to Macq and Codex. | |
| French solicitors of Sundercan and Mallart demanded payment from the defendant. | |
| Proposed rights issue of VHL acknowledged Sundercan and Mallart as shareholders. | |
| Judgment date. |
7. Legal Issues
- Formation of Contract
- Outcome: The court held that no contract was formed due to the lack of agreement on the payment schedule.
- Category: Substantive
- Sub-Issues:
- Agreement on essential terms
- Certainty of terms
- Related Cases:
- [2001] 1 SLR(R) 798
- [1977] 2 Lloyd’s Rep 5
- [2004] 4 SLR(R) 258
- [1992] 2 AC 128
8. Remedies Sought
- Specific Performance
9. Cause of Actions
- Specific Performance
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Projection Pte Ltd v The Tai Ping Insurance Co Ltd | Court of Appeal | Yes | [2001] 1 SLR(R) 798 | Singapore | Cited with approval for the principle that the court should examine the whole of the documents to determine if the parties reached an agreement on all material terms. |
| Port Sudan Cotton Co v Govindaswamy Chettiar & Sons | N/A | Yes | [1977] 2 Lloyd’s Rep 5 | N/A | Cited for the principle that the court should examine the whole of the documents to determine if the parties reached an agreement on all material terms. |
| Midlink Development Pte Ltd v The Stansfield Group Pte Ltd | N/A | Yes | [2004] 4 SLR(R) 258 | Singapore | Cited for the principle that acceptance in a contractual setting must be ascertained objectively and can be signified orally, in writing or by conduct. |
| Walford v Miles | House of Lords | Yes | [1992] 2 AC 128 | N/A | Cited for the principle that an agreement to negotiate is unenforceable because it lacks the necessary certainty. |
| Econ Piling Pte Ltd v NCC International AB | High Court | No | [2008] SGHC 26 | Singapore | Cited by the plaintiffs to support their argument that the defendant’s conduct subsequent to 23 October 2008 was consistent with the existence of a concluded contract. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | No | [2008] 3 SLR(R) 1029 | Singapore | Cited for the principle of objectively ascertaining contractual intention(s) and the admissibility of extrinsic evidence. |
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
- Specific performance
- Share purchase agreement
- Completion date
- Payment schedule
- Minority shareholders
- Majority shareholder
- Economic crisis
15.2 Keywords
- Contract
- Shares
- Specific Performance
- Agreement
- Payment
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Specific performance | 90 |
| Contract Law | 80 |
| Breach of Contract | 75 |
| Share Purchase Agreement | 70 |
| Corporate Law | 60 |
| Company Law | 60 |
16. Subjects
- Contract Law
- Shareholder Agreements