Eastern Resource Management Services Ltd v Chiu Teng Construction Co Pte Ltd: Contractual Terms, Consideration, Economic Duress
Eastern Resource Management Services Ltd, a company incorporated in Bangladesh, sued Chiu Teng Construction Co Pte Ltd, a company incorporated in Singapore, in the High Court of Singapore, claiming damages for breach of contract and seeking an order for future access to accounts. The case concerned a 2008 agreement to share profits from a joint venture, CTBF Management Services Pte Ltd. The key legal issue was whether a 2011 agreement, which altered the profit-sharing arrangement, was valid. The court dismissed the Plaintiff's claim in totality, finding the 2011 agreement to be valid and binding, and that the Plaintiff was not entitled to future dividends of CTBF.
1. Case Overview
1.1 Court
High Court of the republic of singapore1.2 Outcome
Plaintiff's claim dismissed in totality.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Eastern Resource Management Services Ltd sued Chiu Teng Construction Co Pte Ltd for breach of contract. The court dismissed the claim, finding the subsequent agreement valid.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| EASTERN RESOURCE MANAGEMENT SERVICES LTD | Plaintiff | Corporation | Claim Dismissed | Lost | Andrew J Hanam |
| CHIU TENG CONSTRUCTION CO PTE LTD | Defendant | Corporation | Judgment for Defendant | Won | Chew Yee Teck Eric |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Edmund Leow | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Andrew J Hanam | Andrew LLC |
| Chew Yee Teck Eric | ECYT Law LLC |
4. Facts
- The Plaintiff and Defendant entered into an agreement in 2008 to share profits from CTBF.
- The Plaintiff and Defendant entered into another agreement in 2011 where the Plaintiff agreed to forgo its share of the profits from CTBF.
- The Plaintiff claimed the 2011 agreement was void for economic duress, lack of consideration, or lack of intent to create legal relations.
- The Defendant argued the 2011 agreement was valid.
- The Plaintiff continued to receive CTBF's annual accounts in 2012 and 2013, and Monsur signed the reports.
- BCA imposed quotas on testing of workers at OTCs.
5. Formal Citations
- Eastern Resource Management Services Ltd v Chiu Teng Construction Co Pte Ltd, Suit No. 855 of 2014, [2016] SGHC 114
6. Timeline
| Date | Event |
|---|---|
| Contract made in 2008 to share profits. | |
| CTBF Management Services Pte Ltd incorporated. | |
| BFEW divested its shareholding in CTBF. | |
| Plaintiff and Defendant entered into the 2011 Agreement. | |
| The parties entered into the 2012 agreement. | |
| Parties worked together regarding testing quotas till 2014. | |
| Suit No. 855 of 2014 filed. | |
| Trial began. | |
| Judgment issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the Defendant was not in breach of the 2008 agreement.
- Category: Substantive
- Economic Duress
- Outcome: The court rejected the Plaintiff's argument that the 2011 agreement was void for economic duress.
- Category: Substantive
- Consideration
- Outcome: The court found that there was sufficient consideration for the 2011 agreement.
- Category: Substantive
- Implied Terms
- Outcome: The court declined to imply the terms pleaded by the Plaintiff into the 2008 agreement.
- Category: Substantive
8. Remedies Sought
- Damages
- Order for future access to accounts
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd | High Court | Yes | [2006] 1 SLR(R) 927 | Singapore | Cited regarding the implication of a term into a contract. |
| Lee Kuan Yew v Chee Soon Juan | High Court | Yes | [2003] 3 SLR(R) 8 | Singapore | Cited regarding the requirement to specifically and carefully plead the defence of duress. |
| Lim Chin San Contractors Pte Ltd v Shiok Kim Seng (trading as IKO Precision Toolings) | High Court | Yes | [2011] 1 SLR 433 | Singapore | Cited regarding the rejection of a suggested defence of economic duress on the basis that it was not pleaded. |
| E C Investment Holding Pte Ltd v Ridout Residence Pte Ltd and another (Orion Oil Ltd and another, interveners) | High Court | Yes | [2011] 2 SLR 232 | Singapore | Cited regarding economic duress as a separate and distinct vitiating factor that could render a contract voidable. |
| Sharon Global Solutions Pte Ltd v LG International (Singapore) Pte Ltd | High Court | Yes | [2001] 2 SLR(R) 233 | Singapore | Cited regarding the requirements for economic duress. |
| Chia Ee Lin Evelyn v Teh Guek Ngor Engelin née Tan and others | High Court | Yes | [2004] 4 SLR(R) 330 | Singapore | Cited regarding the objective test for ascertaining intent to create legal relations. |
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | High Court | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited regarding the presumption of intent to create legal relations in a commercial context. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Overseas Test Centre
- Direct testing fees
- Testing quotas
- Dividends
- Profit-sharing
15.2 Keywords
- contract
- economic duress
- consideration
- breach of contract
- construction
- singapore
16. Subjects
- Contract Law
- Economic Duress
- Company Law
17. Areas of Law
- Contract Law
- Company Law