Terrestrial Pte Ltd v Allgo Marine Pte Ltd: Summary Judgment & Equitable Set-Off in Loan Agreement Dispute
In Terrestrial Pte Ltd v Allgo Marine Pte Ltd and Koh Lin Yee, the High Court of Singapore, on 20 November 2013, dismissed the appeal by Allgo Marine Pte Ltd and Koh Lin Yee against the assistant registrar's decision to grant summary judgment in favour of Terrestrial Pte Ltd. The case concerned a loan agreement where Terrestrial Pte Ltd had advanced $350,000 to Allgo Marine Pte Ltd, guaranteed by Koh Lin Yee. The court rejected the defendants' claim of equitable set-off based on an alleged breach of a separate tug contract, finding that the loan agreement excluded such set-offs and that the Unfair Contract Terms Act did not apply. The court awarded costs to the plaintiff.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed Allgo Marine's appeal, affirming summary judgment for Terrestrial Pte Ltd on a loan agreement, rejecting equitable set-off claims.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Koh Lin Yee | Defendant, Appellant | Individual | Appeal Dismissed | Lost | |
| Allgo Marine Pte Ltd | Defendant, Appellant | Corporation | Appeal Dismissed | Lost | |
| Terrestrial Pte Ltd | Plaintiff, Respondent | Corporation | Appeal Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang | Judge | Yes |
4. Counsels
4. Facts
- Plaintiff advanced $350,000 to First Defendant under a Loan Agreement.
- Second Defendant was a director of First Defendant and guarantor under the Loan Agreement.
- The loan was to enable First Defendant to pay its barge builder.
- First Defendant failed to deliver Barge No 11 to Plaintiff under a prior contract.
- Plaintiff provided an additional loan of $56,000 to First Defendant.
- First Defendant did not repay any part of the moneys disbursed.
- Defendants claimed equitable set-off due to Plaintiff's alleged breach of a tug contract.
5. Formal Citations
- Terrestrial Pte Ltd v Allgo Marine Pte Ltd and another, Suit No 827 of 2011 (Registrar's Appeal No 101 of 2013), [2013] SGHC 252
6. Timeline
| Date | Event |
|---|---|
| Contract signed for sale of Barge No 11 | |
| Loan Agreement signed | |
| Additional Loan of $56,000 provided | |
| Additional Loan became due and payable | |
| Suit No 827 of 2011 commenced | |
| Summary judgment granted by AR | |
| Hearing for RA 101/2013; appeal dismissed for Second Defendant | |
| Further hearing; appeal dismissed for First Defendant | |
| Grounds of decision issued | |
| Appeals dismissed by the Court of Appeal |
7. Legal Issues
- Equitable Set-Off
- Outcome: The court held that the Loan Agreement excluded equitable set-off and that s 4(13) of the Civil Law Act did not prevent the contractual exclusion of the defence of equitable set-off.
- Category: Substantive
- Sub-Issues:
- Exclusion of set-off by contract
- Conflict between equity and common law
- Applicability of Civil Law Act
- Related Cases:
- [1995] 2 SLR(R) 643
- [2003] 1 SLR(R) 667
- Unfair Contract Terms Act Applicability
- Outcome: The court held that the UCTA did not apply because the Defendants failed to show that one of the parties was dealing as a consumer or on the other's written standard terms.
- Category: Substantive
- Sub-Issues:
- Application of UCTA to exclusion clauses
- Reasonableness of exclusion clauses
- Related Cases:
- [1992] 1 QB 600
- [2009] 1 SLR(R) 500
- Taking Advantage of Own Wrong
- Outcome: The court held that the principle that one may not take advantage of one's own wrong had no application on the present facts because the Tug Contract was a separate agreement from the Loan Agreement.
- Category: Substantive
- Related Cases:
- [1992] 3 SLR(R) 533
- [1919] AC 1
8. Remedies Sought
- Monetary Damages
- Summary Judgment
9. Cause of Actions
- Breach of Contract
- Recovery of Debt
10. Practice Areas
- Commercial Litigation
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Associated Development Pte Ltd v Loong Sie Kiong Gerald (administrator of the estate of Chow Cho Poon, deceased) and other suits | High Court | Yes | [2009] 4 SLR(R) 389 | Singapore | Cited for the principles relating to a summary judgment application under O 14 of the Rules of Court. |
| Goh Chok Tong v Chee Soon Juan | Court of Appeal | Yes | [2003] 3 SLR(R) 32 | Singapore | Cited for the principles relating to a summary judgment application under O 14 of the Rules of Court. |
| Pacific Rim Investments Pte Ltd v Lam Seng Tiong | Court of Appeal | Yes | [1995] 2 SLR(R) 643 | Singapore | Cited for the proposition that a clause must expressly exclude equitable set-offs in order to effectively exclude a defence based on an equitable set-off. The court disagreed with the interpretation of this case. |
| Stewart Gill Ltd v Horatio Myer & Co Ltd | Queen's Bench | Yes | [1992] 1 QB 600 | England and Wales | Cited regarding whether cl 12.2 was an unfair contract term under the Unfair Contract Terms Act. The court distinguished this case. |
| Hiap Tian Soon Construction Pte Ltd v Hola Development Pte Ltd | High Court | Yes | [2003] 1 SLR(R) 667 | Singapore | Cited for the principle that the defence of equitable set-off may be expressly excluded by contract. |
| Gao Bin v OCBC Securities Pte Ltd | High Court | Yes | [2009] 1 SLR(R) 500 | Singapore | Cited regarding whether cl 12.2 was an unfair contract term under the Unfair Contract Terms Act. The court disagreed with the suggestion in this case. |
| Sim v Rotherham Metropolitan Borough Council | Chancery Division | Yes | [1987] 1 Ch 216 | England and Wales | Cited for exceptions to the application of the defence of equitable set-off. |
| Singer Co (UK) Ltd v Tees and Hartlepool Port Authority | Court of Appeal | Yes | [1988] 2 Lloyd’s Rep 164 | England and Wales | Cited for the wider application of the guidelines in the Second Schedule of the UCTA. |
| Flamar Interocean Ltd v Denmac Ltd (The Flamar Pride and Flamar Progress) | Court of Appeal | Yes | [1990] 1 Lloyd’s Rep 434 | England and Wales | Cited for the wider application of the guidelines in the Second Schedule of the UCTA. |
| Cheung Yong Sam Investments Pte Ltd v Land Equity Development Pte Ltd | High Court | Yes | [1992] 3 SLR(R) 533 | Singapore | Cited for the principle that a party cannot take advantage of its own wrong to escape contractual obligations. |
| New Zealand Shipping Co Ltd v Société des Ateliers et Chantiers de France | House of Lords | Yes | [1919] AC 1 | United Kingdom | Cited for the principle that a party cannot take advantage of its own wrong to escape contractual obligations. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2006 Rev Ed) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) s 4(13) | Singapore |
| Unfair Contract Terms Act (Cap 396, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Loan Agreement
- Equitable Set-Off
- Unfair Contract Terms Act
- Summary Judgment
- Guarantee
- Tug Contract
- Barge
- Outstanding Sum
15.2 Keywords
- loan agreement
- equitable set-off
- summary judgment
- unfair contract terms act
- singapore
- high court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 75 |
| Breach of Contract | 70 |
| Summary Judgement | 65 |
| Loan Agreement | 60 |
| Equitable Set-Off | 55 |
| Civil Procedure | 50 |
| Banking and Finance | 40 |
| Tug Contract | 35 |
| Bankruptcy | 30 |
16. Subjects
- Contract Law
- Civil Procedure
- Banking and Finance