Excalibur Land v Win-Win Aluminium: Dispute over Property Purchase & Subcontract Set-Off

Excalibur Land (S) Pte Ltd, the plaintiff, sued Win-Win Aluminium Systems Pte Ltd and Leck Kim Koon, the defendants, in the High Court of Singapore, regarding a dispute over the purchase of a unit in the plaintiff's industrial building and a related subcontract for aluminium cladding works. The plaintiff claimed the defendants failed to pay progress claims under the sale and purchase agreement (SPA), leading to its repudiation. The defendants alleged a set-off arrangement between the SPA and the subcontract. The court found in favor of the plaintiff, holding that the first defendant repudiated the SPA and the second defendant was liable under a guarantee.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Excalibur Land sued Win-Win Aluminium over a property purchase dispute tied to a subcontract. The court found Win-Win liable for breaching the sale and purchase agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Leck Kim KoonDefendantIndividualJudgment against guarantorLost
Win-Win Aluminium Systems Pte LtdDefendantCorporationSPA RepudiatedLost
Excalibur Land (S) Pte LtdPlaintiffCorporationJudgment for PlaintiffWon

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Lawrence TanEldan Law LLP
Edwin Lee Peng KhoonEldan Law LLP
Lai Yin TingEldan Law LLP
Marina ChinTan Kok Quan Partnership
Kang Zhi NiTan Kok Quan Partnership

4. Facts

  1. Excalibur Land engaged Win-Win Aluminium as a subcontractor for cladding works.
  2. A dispute arose over Win-Win's purchase of a unit in Excalibur's project.
  3. Win-Win alleged a set-off arrangement between the unit purchase and subcontract payments.
  4. Excalibur claimed Win-Win failed to pay progress claims under the sale and purchase agreement.
  5. The arbitrator determined there was no agreement that the subcontract was conditional on purchasing a unit.
  6. The arbitrator determined there was no set-off agreement.
  7. The second defendant provided a guarantee for the first defendant's purchase of the unit.

5. Formal Citations

  1. Excalibur Land (S) Pte Ltd v Win-Win Aluminium Systems Pte Ltd and another, Suit No 538 of 2001, [2013] SGHC 112

6. Timeline

DateEvent
First defendant invited to tender for the works.
First defendant submitted its quotation.
Plaintiff agreed to award subcontract to first defendant on condition that the latter purchased a unit.
First defendant confirmed final price for the works and purchase of the unit.
Lawrence requested that the sale price of the unit be inflated.
First defendant exercised Option to Purchase for the unit.
Sale and purchase agreement signed.
Keppel Bank issued letter of offer for a term loan.
First defendant lodged caveat against the unit.
Letter from plaintiff to first defendant regarding set off arrangement.
Second defendant gave a guarantee to take over the purchase of the unit.
Letter of award for the works signed by first defendant with Tavica.
First defendant raised an invoice to Tavica for the design fee.
Plaintiff's solicitors issued a 21 day notice pursuant to the terms of the SPA.
Bank’s caveat lodged as mortgagee.
Tavica refused to forward the sum.
Bank's solicitors advised they would not release loan monies.
HTF informed plaintiff's solicitors of agreement to pay progress payments.
Plaintiff's solicitors replied that the invoice could not be considered for payment.
Plaintiff's solicitors served a repudiation notice.
HTF replied stating that the amount in the invoice was to be set off against the amount due under the SPA.
Meeting held where Lawrence assured Sim not to worry about the SPA.
Sim sent Lawrence confirmation that first defendant would complete its purchase.
Plaintiff's solicitors demanded payment from second defendant.
Second defendant replied he was willing to purchase the unit.
HTF maintained first defendant still wanted the unit.
First defendant gave notice it would commence arbitration proceedings against Tavica.
Plaintiff's solicitors replied to second defendant's request.
Plaintiff filed suit claiming the sum of $94,107.05.
Kan J stayed the proceedings pending the resolution of the arbitration proceedings.
Both defendants sued William for breach of fiduciary duties.
Arbitrator bifurcated the arbitration proceedings.
Arbitrator issued an interim award.
Plaintiff filed an application for preliminary issues to be determined.
Judgment was entered against the defendants.
Defendants appealed against the 17 March 2010 order to the Court of Appeal which appeal was allowed.
District court dismissed both defendants’ claim against William.
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the first defendant breached the SPA by failing to pay progress claims, leading to the repudiation of the contract.
    • Category: Substantive
    • Sub-Issues:
      • Failure to pay progress claims
      • Repudiation of contract
  2. Enforceability of Guarantee
    • Outcome: The court found the second defendant liable under the guarantee for the first defendant's breach of the SPA.
    • Category: Substantive
    • Sub-Issues:
      • Liability of guarantor
      • Terms of guarantee
  3. Res Judicata
    • Outcome: The court held that the first defendant could not resurrect arguments contradicting the arbitrator's interim award, as it would be an abuse of process under the extended doctrine of res judicata.
    • Category: Procedural
    • Sub-Issues:
      • Collateral attack on arbitrator's findings
      • Binding nature of interim award

8. Remedies Sought

  1. Declaration that SPA was repudiated
  2. Mandatory injunction for withdrawal of caveat
  3. Order restraining lodging of further caveats
  4. Monetary damages

9. Cause of Actions

  • Breach of Contract
  • Claim on Guarantee

10. Practice Areas

  • Commercial Litigation
  • Construction Law
  • Contract Disputes

11. Industries

  • Construction
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Johnson v Gore Wood & CoN/AYes[2002] 2 AC 1N/ACited for the extended doctrine of res judicata.
Goh Nellie v Goh Lian TeckHigh CourtYes[2007] 1 SLR(R) 453SingaporeCited for the extended doctrine of res judicata.
Lai Swee Lin Linda v Attorney-GeneralCourt of AppealYes[2006] 2 SLR(R) 565SingaporeCited for the extended doctrine of res judicata.
Kwa Ban Cheong v Kuah Boon SekN/AYes[2003] 3 SLR(R) 644N/ACited regarding collateral attack on the findings of the arbitrator and/or the interim award.
Browne v DunnN/AYesBrowne v Dunn (1893) 6 R 67N/ACited regarding the principle that William's testimony in cross-examination remained intact.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Land Titles Act (Cap 157, 2004 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Subcontract
  • Sale and Purchase Agreement
  • Set-off arrangement
  • Guarantee
  • Progress claims
  • Repudiation
  • Interim award
  • Design fee

15.2 Keywords

  • contract
  • construction
  • property
  • guarantee
  • set-off
  • repudiation
  • arbitration

17. Areas of Law

Area NameRelevance Score
Contract Law75
Commercial Disputes60
Estoppel40
Construction Law35
Real Estate30
Guarantees30
Company Law20

16. Subjects

  • Contract Dispute
  • Construction Dispute
  • Property Law
  • Guarantees