Sintalow Hardware v OSK Engineering: Contract Formation & Misrepresentation Dispute

In a suit before the High Court of Singapore, Sintalow Hardware Pte Ltd, the Plaintiff, sued OSK Engineering Pte Ltd, the Defendant, for breach of contract and misrepresentation related to the supply of plumbing materials for a hotel construction project. Sintalow claimed OSK failed to purchase agreed quantities and misrepresented its purchase intentions to secure discounts. OSK denied the claims, asserting a different contractual agreement. The court, presided over by Judith Prakash J, found for the Plaintiff in part, ordering damages to be assessed for specific claims while dismissing the broader claims of breach of contract and misrepresentation.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for the plaintiff for damages to be assessed in respect of those claims in which it succeeded.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court case between Sintalow Hardware and OSK Engineering over contract formation and alleged misrepresentation in a plumbing supply agreement. Judgment for Plaintiff in part.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sintalow Hardware Pte LtdPlaintiffCorporationJudgment for Plaintiff in partPartial
OSK Engineering Pte LtdDefendantCorporationJudgment against Defendant in partPartial

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Wendell WongDrew & Napier LLC
Valerie GohDrew & Napier LLC
Denise TeoDrew & Napier LLC
Andrea TanPK Wong & Associates LLC
Andrew Ang Chee KwongPK Wong & Associates LLC

4. Facts

  1. Sintalow Hardware sued OSK Engineering for breach of contract and misrepresentation.
  2. The dispute concerned the supply of plumbing materials for a hotel construction project.
  3. Sintalow claimed OSK failed to purchase agreed quantities and misrepresented purchase intentions.
  4. OSK denied the claims, asserting a different contractual agreement (Master Contract).
  5. The court found that the general contractual terms were contained in the Master Contract rather than in the Total Package Agreement.
  6. The court found that the defendant did not make any representations as to the Estimated Sales Amount or that it would purchase this quantity of products from the plaintiff.
  7. The court found that the defendant would be unjustly enriched if it was allowed to take advantage of the plaintiff’s mistake in failing to bill it for the CV Couplings.

5. Formal Citations

  1. Sintalow Hardware Pte Ltd v OSK Engineering Pte Ltd, Suit No 662 of 2012, [2016] SGHC 104

6. Timeline

DateEvent
Sintalow Hardware Pte Ltd incorporated
OSK Engineering informed Sintalow Hardware it was tendering for plumbing works at Marina Sands Integrated Resort Project
Sintalow Hardware sent OSK Engineering its May 2007 price list
OSK Engineering appointed as subcontractor for plumbing works for the Project
Meeting between Mr. Chew, Mr. Tan, and Mdm. Oh to discuss product supply for the Project
Sintalow Hardware sent OSK Engineering a letter confirming special discount rates
Further meetings took place in October 2007
Further meetings took place in November 2007
OSK Engineering sent Sintalow Hardware a letter outlining the terms and conditions of the contract
Sintalow Hardware sent OSK Engineering a letter to correct the agreed terms
Sintalow Hardware gave OSK Engineering a quotation for the supply of Fusiotherm PPR Pipes and Fittings
OSK Engineering signed and returned the Fusiotherm quotation with amendments
Sintalow Hardware sent OSK Engineering its second quotation for Duker Hubless Pipes and Fittings
OSK Engineering signed and returned the Duker Hubless Pipes and Fittings quotation
Sintalow Hardware asked OSK Engineering to send a letter of approval from the consultant for Fusiotherm products
OSK Engineering replied attaching several Schedules of the materials required for the Project
Sintalow Hardware sent a letter to OSK Engineering setting out the situation at the time
OSK Engineering sent Sintalow Hardware a letter enclosing a revised Schedule for the Fusiotherm products
OSK Engineering furnished Sintalow Hardware with a delivery schedule for Duker products
Sintalow Hardware wrote to OSK Engineering to set out the differences in the quantities and types of Duker products ordered
Sintalow Hardware sent OSK Engineering a quotation setting out the prices and quantities of the new items and additional items alongside those that had been ordered previously
Meeting to discuss the quotation, Mdm Oh informed Mr Chew that OSK Engineering wanted to proceed with its orders for the new and additional items
OSK Engineering sent Sintalow Hardware further letters setting out Schedules with changes to the quantities of the Fusiotherm products that would be required for delivery
OSK Engineering confirmed that both parties had agreed that Sintalow Hardware would go ahead first with the order of pipes and fittings
Sintalow Hardware sent a letter accepting the variations and quantities set out in the defendant’s March 2008 Schedule
OSK Engineering asked Sintalow Hardware whether it could supply certain Rubber Collars that were not standard but had to be specially manufactured
Sintalow Hardware quoted the unit price of the Rubber Collars
OSK Engineering sent in a revised quantity and asked Sintalow Hardware to re-quote
OSK Engineering confirmed the order of the rubber sealing with 5mm thickness
OSK Engineering confirmed the order of Hubless Cross Tees
OSK Engineering wrote seeking to vary the quantity of Cross Tees from 1,000 to 1,660 units
OSK Engineering slightly increased the quantities of Rubber Collars ordered
OSK Engineering requested Sintalow Hardware to put the order for Cross Tees on hold until further notice
Sintalow Hardware told OSK Engineering that no cancellation was allowed
Sintalow Hardware sent OSK Engineering a letter enclosing a summary of the Duker Hubless products allegedly ordered by OSK Engineering reiterating that the orders could not be cancelled
Sintalow Hardware placed an order for 1000 pieces of Cross Tees with its own suppliers
OSK Engineering notified Sintalow Hardware that the consultants for the Project refused to approve the Fusiotherm products
OSK Engineering sent a letter to Sintalow Hardware following a meeting held by the parties to discuss the issue of the prices for the Duker Hubless products
Suit commenced
Hearing in August 2015
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the general contractual terms were contained in the Master Contract rather than in the Total Package Agreement and the plaintiff and the defendant did not conclude the three Product Agreements.
    • Category: Substantive
    • Sub-Issues:
      • Failure to deliver goods
      • Repudiation of contract
  2. Misrepresentation
    • Outcome: The court found that the defendant did not make any representations as to the Estimated Sales Amount or that it would purchase this quantity of products from the plaintiff.
    • Category: Substantive
  3. Unjust Enrichment
    • Outcome: The court found that the defendant would be unjustly enriched if it was allowed to take advantage of the plaintiff’s mistake in failing to bill it for the CV Couplings.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Projection Pte Ltd v The Tai Ping Insurance Co LtdN/AYes[2001] 1 SLR(R) 798SingaporeCited to support the approach of considering the conduct of parties over the period of negotiations.
Norwest Holdings Pte Ltd (in liquidation) v Newport Mining Ltd and another appealCourt of AppealYes[2011] 4 SLR 617SingaporeCited to support the approach of considering all circumstances, including words and conduct, to determine if a binding contract existed.
OCBC Capital Investment Asia Ltd v Wong Hua ChoonCourt of AppealYes[2012] 4 SLR 1206SingaporeCited to support the approach of examining documentary evidence first in determining whether a contract existed.
Hock Chuan Ann Construction Pte Ltd v Kimta Electric Pte LtdN/AYes[1999] 2 SLR(R) 237SingaporeCited for the principle that a bill of quantities is not a warranty of its contents.
Koh Sin Chong Freddie v Singapore Swimming ClubN/AYes[2015] 1 SLR 1240SingaporeCited for the elements of unjust enrichment.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Total Package Agreement
  • Master Contract
  • Product Agreements
  • Estimated Sales Amount
  • Material Order Forms
  • Approval Clause
  • Estimated Quantities Clause
  • Fixed Price Clause
  • 10% Variation Term
  • First Schedule

15.2 Keywords

  • contract
  • breach
  • misrepresentation
  • plumbing
  • hardware
  • Singapore
  • construction

17. Areas of Law

Area NameRelevance Score
Contract Law95
Breach of Contract90
Formation of contract80
Misrepresentation70

16. Subjects

  • Contract Law
  • Commercial Dispute