Viet Hai Petroleum Corp v Ng Jun Quan: Account Stated & Apparent Authority

Viet Hai Petroleum Corporation sued Mr. Ng Jun Quan and Mr. Muhammad Sheia’Rulislam bin Shazali in the High Court of the Republic of Singapore to recover US$1,690,874 based on an account stated and alternatively for money had and received. The plaintiff claimed the defendants, partners in WE Bunker, owed this sum. The court entered judgment for the plaintiff, rejecting the defendants’ submission of no case to answer, finding that the plaintiff had established a prima facie case of apparent authority.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

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

Viet Hai Petroleum Corporation sued to recover US$1,690,874 based on an account stated. The court entered judgment for the plaintiff, finding apparent authority.

1.7 Decision Date

25 April 2016

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Viet Hai Petroleum Corporation	Plaintiff	Corporation	Judgment for Plaintiff	Won	Tang Gee Ni
Ng Jun Quan	Defendant	Individual	Claim Dismissed	Lost	Mohamed Baiross, Rebecca Chia, Anand George
Muhammad Sheia’Rulislam bin Shazali	Defendant	Individual	Claim Dismissed	Lost	Mohamed Baiross, Rebecca Chia, Anand George

3. Judges

Judge Name	Title	Delivered Judgment
Chua Lee Ming	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Tang Gee Ni	G N Tang & Co
Mohamed Baiross	I.R.B. Law LLP
Rebecca Chia	I.R.B. Law LLP
Anand George	I.R.B. Law LLP

4. Facts

The plaintiff, Viet Hai Petroleum Corporation, is a company incorporated under the laws of Vietnam.
The defendants were partners in WE Bunker, a partnership whose business activities included ship bunkering.
The plaintiff alleged that in an account stated in writing between the plaintiff and WE Bunker, WE Bunker acknowledged that it owed the plaintiff US$1,690,874.
The plaintiff claimed the sum of US$1,690,874 as money had and received by the defendants for and to the use of the plaintiff.
The Agreement was signed by WE Bunker’s Chief Operation Officer (“COO”), Mr Saiful Alam bin Abdul Samad (“Saiful”), and WE Bunker’s Vietnam representative, Mr Tran Quang Luong (“Tran”).
Between 14 April and 25 April 2012, the plaintiff paid a total of US$4,785,000 to WE Bunker for the purchase of diesel and petrol.
WE Bunker did not fulfil its contractual obligations in respect of the remaining sum of US$1,690,874.

5. Formal Citations

Viet Hai Petroleum Corp v Ng Jun Quan and another and another matter, Suit No 409 of 2014, [2016] SGHC 81

6. Timeline

Date	Event
2011-02-01	Nguyen met Tran through a business contact.
2012-03-01	Tran introduced Nguyen to Saiful.
2012-03-01	Plaintiff first bought diesel from WE Bunker.
2012-04-14	Plaintiff paid US$4,785,000 to WE Bunker for diesel and petrol between 14 April and 25 April 2012.
2012-04-25	Plaintiff paid US$4,785,000 to WE Bunker for diesel and petrol between 14 April and 25 April 2012.
2012-04-30	Nguyen, Tran, and Saiful met at the Hyatt Hotel in Singapore.
2012-04-30	Agreement of Account Balance Finalization signed.
2012-05-02	Agreement signed at Hyatt Hotel.
2012-05-07	WE Bunker was to pay the plaintiff US$1,690,874 by this date.
2014-01-01	Suit No 409 of 2014 filed.
2015-12-08	Hearing commenced.
2015-12-09	Hearing continued.
2015-12-15	Hearing continued.
2016-02-01	Defendants filed Summons 519 of 2016 for a stay of execution of the judgment.
2016-02-11	Application for stay of execution heard.
2016-02-11	Stay of all execution proceedings ordered on condition that the defendants paid US$1 million into court within 21 days.
2016-02-11	Costs of the application awarded to the plaintiff fixed at $1,500 inclusive of disbursements.
2016-02-11	Defendants appealed against the decision granting a conditional stay.
2016-02-11	Defendants filed Summons 519 of 2016 for a stay of execution of the judgment.
2016-02-11	Application for stay of execution heard.
2016-02-11	Stay of all execution proceedings ordered on condition that the defendants paid US$1 million into court within 21 days.
2016-02-11	Costs of the application awarded to the plaintiff fixed at $1,500 inclusive of disbursements.
2016-02-11	Defendants appealed against the decision granting a conditional stay.
2016-02-26	Defendants to pay US$1 million into court.
2016-04-26	Judgment issued.

7. Legal Issues

Apparent Authority
- Outcome: The court found that Saiful, as COO of WE Bunker, had apparent authority to bind WE Bunker.
- Category: Substantive
Account Stated
- Outcome: The court held that the Agreement was a mere account stated and the plaintiff did not have to show a prima facie case that the underlying debts existed.
- Category: Substantive
Money Had and Received
- Outcome: The court found that the plaintiff also succeeded in its alternative claim for money had and received.
- Category: Substantive
Stay of Proceedings
- Outcome: The court ordered a stay of all execution proceedings on the condition that the defendants paid US$1 million into court within 21 days.
- Category: Procedural

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Account Stated
Money Had and Received

10. Practice Areas

Commercial Litigation

11. Industries

Petroleum

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Bansal Hemant Govindprasad v Central Bank of India	High Court	Yes	[2003] 2 SLR(R) 33	Singapore	Cited for the principle that the defendant's silence may strengthen the plaintiff's case if he can reasonably raise evidence in rebuttal but does not do so.
Lena Leowardi v Yeap Cheen Soo	High Court	Yes	[2015] 1 SLR 581	Singapore	Cited for the implications that flow from a submission of no case to answer.
Gobind Lalwani v Basco Enterprise Pte Ltd	High Court	Yes	[1998] 3 SLR(R) 1019	Singapore	Cited for the different meanings of 'account stated' and the burden of proof in each case.
Siqueira v Noronha	Privy Council	Yes	[1934] AC 332	United Kingdom	Cited for the different meanings of 'account stated'.
Harris and another v Charalambous	High Court of Justice	Yes	[2013] EWHC 1317	England and Wales	Cited for the different meanings of 'account stated'.
Baltimore County, Maryland v Archway Motors, Inc.	Court of Special Appeals of Maryland	Yes	370 A.2d 113 (1977)	United States	Cited and distinguished regarding the requirement of a pre-existing obligation for an account stated.
Gurney, Becker & Bourne, Inc. v Benderson Development Company, Inc.	Court of Appeals of New York	Yes	47 N.Y.2d 995 (1979)	United States	Cited and distinguished regarding the requirement of a pre-existing obligation for an account stated.
Sigma Cable Co (Pte) Ltd v NEI Parsons Ltd	High Court	Yes	[1992] 2 SLR(R) 403	Singapore	Cited for the principle that the principal’s conduct as a whole must be considered in determining whether it made any representation to the third party.
Viknesh Dairy Farm Pte Ltd v Balakrishnan s/o P S Maniam and others	High Court	Yes	[2015] SGHC 27	Singapore	Cited for the principle that apparent authority arises from representations made by the principal to a third party.
Martin and another v Britannia Life Ltd	Unknown	Yes	[1999] All ER (D) 1495	England and Wales	Cited for the principle that a business card that is genuine and gives an agent’s status may be an adequate representation.
Heperu Pty Ltd & Ors v Morgan Brooks Pty Ltd & Ors (No 2)	Supreme Court of New South Wales	Yes	[2007] NSWSC 1438	Australia	Cited for the principle that a business card that is genuine and gives an agent’s status may be an adequate representation.
Perpetual Trustees Australia Ltd v Heperu Pty Ltd	Court of Appeal of New South Wales	Yes	[2009] NSWCA 84	Australia	Cited as the appeal of Heperu Pty Ltd & Ors v Morgan Brooks Pty Ltd & Ors (No 2) [2007] NSWSC 1438.
Alwie Handoyo v Tjong Very Sumito and another and another appeal	Court of Appeal	Yes	[2013] 4 SLR 308	Singapore	Cited for the principle that the underlying basis for a claim for money had and received is subsumed under the rubric of unjust enrichment.
Lim Swee Khiang and another v Borden Co (Pte) Ltd and others	Court of Appeal	Yes	[2006] 4 SLR(R) 745	Singapore	Cited for the principle that a submission of no case to answer is a high-risk strategy.
Lee Sian Hee (trading as Lee Sian Hee Pork Trader) v Oh Kheng Soon (trading as Ban Hon Trading Enterprises)	Court of Appeal	Yes	[1991] 2 SLR(R) 869	Singapore	Cited for the principle that a stay will only be granted where special circumstances so require.
Cathay Theatres Pte Ltd v LKM Investment Holdings Pte Ltd	Court of Appeal	Yes	[2000] 1 SLR(R) 15	Singapore	Cited for the principle that granting a stay against a judgment creditor who is pursuing the winding-up of the judgment debtor ensures that the appeal is not rendered nugatory.
Strandore Invest A/S and others v Soh Kim Wat	High Court	Yes	[2010] SGHC 174	Singapore	Cited for the principle that the judgment creditor being a foreign company is not a special circumstance warranting a stay.
Denis Matthew Harte v Tan Hun Hoe and Another	High Court	Yes	[2001] SGHC 19	Singapore	Cited for the principle that the judgment creditor being a foreign company is not a special circumstance warranting a stay.

13. Applicable Rules

Rule Name
Rules of Court

14. Applicable Statutes

Statute Name	Jurisdiction
Supreme Court of Judicature Act	Singapore
Civil Procedure Code of Vietnam	Vietnam

15. Key Terms and Keywords

15.1 Key Terms

Account stated
Apparent authority
Chief Operation Officer
WE Bunker
Agreement of Account Balance Finalization
Submission of no case to answer
Prima facie case
Stay of execution

15.2 Keywords

Account stated
Apparent authority
Agency
Debt recovery
Restitution
Civil procedure
Stay of proceedings
Singapore
High Court

16. Subjects

Agency Law
Contract Law
Restitution
Civil Procedure

17. Areas of Law

Agency
Debt and Recovery
Restitution
Civil Procedure
Contract Law