Holdrich Investment Ltd v Siemens AG: Claim for Consultancy Fees and Commission Dispute
In a suit before the High Court of Singapore on 16 December 2011, Holdrich Investment Ltd sued Siemens AG for US$2.33 million in consultancy fees and/or commission allegedly payable under an agreement. Holdrich claimed it secured telecommunications projects for Siemens in India and Indonesia. Siemens argued that the Indonesian project was awarded to its subsidiary, not Siemens AG directly, and thus no commission was due. The court, Lai Siu Chiu J presiding, found that Siemens benefited from the project awarded to its subsidiary and that Holdrich had provided the agreed-upon services. The court entered judgment for Holdrich, awarding the claimed US$2.33 million plus interest and costs.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Holdrich Investment Ltd sues Siemens AG for consultancy fees/commission of US$2.33m under an agreement. The court found in favor of Holdrich, awarding the claimed amount.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Holdrich Investment Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Siemens AG | Defendant | Corporation | Claim Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
4. Facts
- Holdrich Investment Ltd sued Siemens AG for consultancy fees/commission of US$2.33m.
- The claim arose from an agreement where Holdrich was to secure UMTS projects for Siemens.
- The agreement was amended to include Indonesia, where services were provided.
- Holdrich claimed it secured a GSM project in Indonesia for Siemens.
- The Indonesian contract was awarded to Siemens' local subsidiary, PTSI.
- Siemens initially acknowledged liability but delayed payment due to investigations.
- Siemens later argued no commission was due as the contract was with PTSI, not Siemens AG.
5. Formal Citations
- Holdrich Investment Ltd v Siemens AG, Suit No 679 of 2008, [2011] SGHC 265
- Siemens AG v Holdrich Investments Ltd, Civil Appeal No 100 of 2009, [2010] 3 SLR 1007
6. Timeline
| Date | Event |
|---|---|
| Italian service agreement signed | |
| Agreement signed | |
| First Amended Agreement signed | |
| Second Amended Agreement signed | |
| Indonesian Agreement signed | |
| Facility agreement made between Siemens AG and PT Hutchison | |
| Invoices issued by Holdrich Investment Ltd to Siemens AG | |
| Wu wrote to Bill to press for payment | |
| Bill replied to Holdrich Investment Ltd regarding payment | |
| Holdrich Investment Ltd enclosed a revised invoice for Indonesia | |
| Siemens Networks paid Holdrich Investment Ltd commission for India | |
| Dawn raid on Siemens AG's office by German public prosecutor's office | |
| Holdrich Investment Ltd sent a reminder to Bill | |
| Barsch sent an email reply regarding payment request | |
| Wu reiterated Holdrich Investment Ltd's entitlement to commission | |
| Patricia forwarded invoice for balance 50% of commission due | |
| Bill and Barsch completed a questionnaire of Siemens AG | |
| Siemens Networks merged with the German networks business of Nokia Corporation to form Nokia Siemens | |
| Personal interview with Bill and Barsch | |
| Wu emailed Barsch to chase for payment of the commission | |
| Barsch's email reply stated due diligence process required | |
| Barbara Obermeier requested information and documents | |
| Holdrich Investment Ltd complied with the request | |
| Letter from Dr Sebastian Brachert requesting documents | |
| Holdrich Investment Ltd replied to Brachert enclosing documents | |
| Holdrich Investment Ltd replied to Brachert enclosing documents | |
| Holdrich Investment Ltd sent a reminder to Siemens AG | |
| Letter from Brachert and Landrock regarding review of compensation | |
| Siemens AG released from the parent guarantee by PT Hutchison's letter | |
| Letter of demand sent to Siemens AG | |
| Siemens AG replied to WMCY stating decision not to pay | |
| WMCY responded to B&M disagreeing with their argument | |
| Writ issued in this suit | |
| Plaintiff's solicitors inquired of B&M whether Siemens AG would be appointing Singapore solicitors | |
| Reminder from the plaintiff's solicitors | |
| Plaintiff's solicitors informed Siemens AG that the writ in this suit had been issued | |
| Gehring filed an affidavit to support the application to set aside the service outside jurisdiction | |
| Defendant's solicitors filed a memorandum of appearance in this suit | |
| Plaintiff's Further and Better Particulars amended | |
| Defendant's legal counsel Dr Frank Vormstein filed Answers to Interrogatories | |
| Fornof wrote letters to Bill, Froemel, and Barsch | |
| Defendant's German solicitor stated information may be stated in front of a court | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that Siemens AG was liable to pay the commission to Holdrich Investment Ltd.
- Category: Substantive
- Sub-Issues:
- Failure to pay commission
- Interpretation of contract terms
- Related Cases:
- [2001] 1 SLR(R) 458
- [2004] 4 SLR(R) 574
- [2006] 1 SLR(R) 927
- Implied Terms
- Outcome: The court implied a term into the agreement that Siemens AG would be liable to pay the commission even if the project was secured by its subsidiary.
- Category: Substantive
- Sub-Issues:
- Business efficacy
- Officious bystander test
- Related Cases:
- (1889) 14 PD 64
- [1939] 2 KB 206
8. Remedies Sought
- Monetary Damages
- Commission Payment
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Contract Disputes
11. Industries
- Telecommunications
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Siemens AG v Holdrich Investments Ltd | Court of Appeal | Yes | [2010] 3 SLR 1007 | Singapore | Cited as a prior decision in the same case regarding jurisdiction. |
| Hiap Hong & Co Pte Ltd v Huat Hong Development Co (Pte) Ltd | Court of Appeal | Yes | [2001] 1 SLR(R) 458 | Singapore | Cited regarding the implication of terms in a contract and the test for business efficacy. |
| Romar Positioning Equipment Pte Ltd v Merriwa Nominees Pty Ltd | Court of Appeal | Yes | [2004] 4 SLR(R) 574 | Singapore | Cited regarding the implication of terms in a contract and the test for business efficacy. |
| Forefront Medical Technology (Pte) Ltd v Modern Pak Pte Ltd | High Court | Yes | [2006] 1 SLR(R) 927 | Singapore | Cited regarding the implication of terms in a contract and the test for business efficacy. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | High Court | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited regarding the court's approach to contract interpretation. |
| The Moorcock | Court of Appeal | Yes | (1889) 14 PD 64 | England and Wales | Cited for the business efficacy test for implying terms into a contract. |
| Shirlaw v Southern Foundries (1926) Limited | Court of Appeal | Yes | [1939] 2 KB 206 | England and Wales | Cited for the officious bystander test for implying terms into a contract. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Consultancy Fees
- Commission
- UMTS Projects
- GSM Project
- Subsidiary
- Business Efficacy
- Officious Bystander
- CIF Value
- Indonesian Project
- PTSI
- Hutchison Group
15.2 Keywords
- Consultancy Agreement
- Commission
- Telecommunications Project
- Breach of Contract
- Implied Term
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 75 |
| Contract Law | 70 |
| Consultancy Agreement | 60 |
| Agency Law | 50 |
| Commercial Disputes | 40 |
16. Subjects
- Contract Law
- Commercial Law
- Telecommunications
- Agency