Sintalow Hardware v OSK Engineering: Contract Formation & Misrepresentation Dispute

Sintalow Hardware Pte Ltd appealed against the High Court's decision in favor of OSK Engineering Pte Ltd regarding disputes over agreements for sanitary ware supply to the Marina Bay Sands Project. The Court of Appeal, with Chan Sek Keong SJ delivering the judgment, allowed the appeal in part, finding that the Products Agreements were binding contracts, reversing the lower court's decision that the Master Contract governed all transactions. The court found OSK liable for breach of contract for failing to take delivery of certain products, but upheld the lower court's decision regarding misrepresentation and Fusiotherm PPR products.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding contract disputes over sanitary ware supply for Marina Bay Sands. Court found Products Agreements binding, reversing lower court's decision.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sintalow Hardware Pte LtdAppellantCorporationAppeal Allowed in PartPartial
OSK Engineering Pte LtdRespondentCorporationAppeal Partially UpheldPartial

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeNo
Andrew Phang Boon LeongJudge of AppealNo
Chan Sek KeongSenior JudgeYes

4. Counsels

Counsel NameOrganization
Wendell WongDrew & Napier LLC
Valerie GohDrew & Napier LLC
Denise TeoDrew & Napier LLC
Andrea TanPK Wong & Associates LLC
David Marc LeePK Wong & Associates LLC
Andrew AngPK Wong & Associates LLC

4. Facts

  1. Sintalow is the exclusive distributor in Singapore for pipes, pipe-fittings and valves for sanitary and plumbing works.
  2. OSK is a plumbing, sanitary and gas works contractor.
  3. OSK informed Sintalow that it would be submitting a tender for a sanitary and plumbing contract in relation to the Marina Bay Sands Project.
  4. Sintalow sent OSK its May 2007 price list for the Products.
  5. OSK was appointed the subcontractor for the plumbing works for the MBS Project in September 2007.
  6. OSK and Sintalow met to discuss the terms on which Sintalow would supply the Products to OSK on 18 September 2007.
  7. OSK sent to Sintalow a handwritten bill of quantity for valves on 2 October 2007.
  8. OSK sent to Sintalow a bill of quantity for Fusiotherm PPR and Duker Hubless products on 18 October 2007.
  9. Sintalow sent a revised quotation for 19 types of valves on 15 November 2007.
  10. OSK and Sintalow signed a letter on OSK’s letterhead regarding a contract agreement on 21 November 2007.
  11. Sintalow faxed a letter to OSK regarding the Marina Sands IR Project total package deal on 21 November 2007.
  12. Sintalow sent OSK a quotation for the supply of the Duker Hubless Pipes and Fittings on 10 December 2007.
  13. OSK signed the Duker Hubless Quotation and sent it back to Sintalow on 12 December 2007.
  14. Sintalow sent to OSK a quotation for the supply of Fusiotherm PPR Pipes and Fittings on 13 December 2007.
  15. OSK signed and returned the Fusiotherm PPR Quotation with a few amendments endorsed which Sintalow accepted on 13 December 2007.
  16. OSK confirmed by letter to Sintalow an order of special rubber sealing with 5mm thickness on 8 May 2008.
  17. OSK agreed to buy 1,000 units of Cross Tees at the price of S$70 per unit on 16 May 2008.

5. Formal Citations

  1. Sintalow Hardware Pte Ltd v OSK Engineering Pte Ltd, Civil Appeal No 83 of 2016, [2017] SGCA 33

6. Timeline

DateEvent
OSK informed Sintalow it would be submitting a tender for a sanitary and plumbing contract for the Marina Bay Sands Project.
Sintalow sent OSK its May 2007 price list for the Products.
Sintalow claimed it was given an overall bill of quantity by OSK.
Sintalow provided OSK with price quotations for some of the Products.
Sintalow provided OSK with price quotations for some of the Products.
OSK was appointed the subcontractor for the plumbing works for the MBS Project.
OSK and Sintalow met to discuss the terms on which Sintalow would supply the Products to OSK.
Sintalow faxed a letter to OSK to confirm the special discount rates on certain specified materials.
OSK sent to Sintalow a handwritten bill of quantity for the valves it required for the MBS Project.
OSK sent to Sintalow a bill of quantity for Fusiotherm PPR and Duker Hubless products.
Sintalow sent to OSK a quotation for the valves needed by OSK for the MBS Project.
OSK and Sintalow signed a letter on OSK’s letterhead regarding a contract agreement.
Sintalow faxed a letter to OSK regarding the Marina Sands IR Project total package deal.
Sintalow sent OSK a quotation for the supply of the Duker Hubless Pipes and Fittings.
OSK signed the Duker Hubless Quotation and sent it back to Sintalow.
Sintalow sent to OSK a quotation for the supply of Fusiotherm PPR Pipes and Fittings.
OSK signed and returned the Fusiotherm PPR Quotation with a few amendments endorsed which Sintalow accepted.
Sintalow sent a letter to OSK enquiring if OSK had secured the requisite approvals for the use of the Products for the MBS Project.
OSK sent Sintalow the delivery schedules for the valves.
OSK sent Sintalow a schedule of revised quantities of the Duker Pipes and Fittings.
OSK replied to Sintalow informing it that only the Duker Hubless Pipes and Fittings had been approved by the consultants and the owner.
OSK sent Sintalow the delivery schedules for the valves, the Duker Hubless products and the Fusiotherm PPR products.
OSK informed Sintalow that OSK had obtained the requisite approval for the Duker Hubless Pipes and Fittings.
OSK sent Sintalow schedules with revised types and quantities of the Fusiotherm PPR Pipes and Fittings.
OSK informed Sintalow that the consultants had not approved the Fusiotherm PPR Pipes and Fittings, but OSK had decided to confirm and proceed with 1st Schedule of quantity.
Sintalow informed OSK that once Sintalow made provisions for the supply of the 1 February First Schedule, OSK was not entitled to cancel the orders for the 1 February First Schedule.
OSK informed Sintalow to confirm the 1 February First Schedule quantity and proceed with the order as agreed.
OSK sent Sintalow a delivery schedule with revised types and quantities of the Fusiotherm PPR Pipes and Fittings which Sintalow accepted.
OSK sought to revise the 7 January Duker Hubless Variation, by sending Sintalow a revised schedule with quantities exceeding by more than ± 10% from the quantities stated in the 7 January Duker Hubless Variation.
Sintalow sent OSK a quotation setting out the prices and quantities of the new and additional items arising from the OSK’s 26 February Letter.
OSK instructed Sintalow to proceed with OSK’s order for New Duker Pipes and Fittings.
OSK sent Sintalow a delivery schedule with revised types and quantities of the Fusiotherm PPR Pipes and Fittings which Sintalow accepted.
OSK confirmed by letter to Sintalow an order of special rubber sealing with 5mm thickness.
Sintalow acknowledged OSK’s letter and set the prices for the 5mm rubber sealing.
Sintalow quoted the price of S$70 per unit for the order of 1,000 units of 4” x 2” x 2” Duker Hubless Cross Tees.
OSK agreed to buy 1,000 units of Cross Tees at the price of S$70 per unit.
OSK attempted to vary the 7 January Duker Hubless Variation, by sending Sintalow a revised schedule with quantities which were more than ±10% from the quantities stated in the 7 January Duker Hubless Variation.
Sintalow rejected OSK’s attempts to vary the 7 January Duker Hubless Variation.
Sintalow rejected OSK’s attempts to vary the 7 January Duker Hubless Variation.
Sintalow informed OSK that the Duker Pipes and Fittings ordered by OSK under the 7 January Duker Hubless Variation were ready to be delivered to OSK.
OSK sent a revised delivery schedule in order to increase, inter alia, the Cross Tees Agreement from 1,000 units to 2,400 units.
OSK again attempted to vary the 7 January Duker Hubless Variation, by sending Sintalow a revised schedule with quantities which were more than ±10% from the quantities stated in the 7 January Duker Hubless Variation.
Sintalow sought OSK’s “final instruction” to proceed with the additional order of Cross Tees but stated that the delivery time would be three months from the order confirmation.
Sintalow rejected OSK’s attempts to vary the 7 January Duker Hubless Variation.
OSK informed Sintalow that it had not been able to secure the approvals for the use of Fusiotherm PPR products for the MBS Project.
OSK informed Sintalow by email that it was cancelling its outstanding orders for the Holland Hill Project.
OSK requested the delivery of CV Couplings together with the rubber sealing of 5mm thickness.
Sintalow commenced delivery of the rubber sealing to OSK.
Sintalow issued its tax invoice to OSK for the supply of Fusiotherm PPR Pipes and Fittings.
OSK stated that it would not acknowledge Sintalow’s 30 August 2008 tax invoice as it was still in the midst of reallocating the materials to its other projects.
OSK requested Sintalow to reduce the unit price of the Cross Tees under the Cross Tees Agreement.
OSK sent a letter to Sintalow regarding Fusiotherm PPR pipes and fittings.
Sintalow stated that it was unable to agree to the arrangement set out at Item 6 in OSK’s letter mentioned above.
Sintalow issued an invoice for the Cross Tees order at S$41 per unit.
Sintalow accepted OSK’s refusal to pay for the excess Products a repudiation of the relevant agreements.
Sintalow commenced S 662/2012.
The Judge’s judgment is reported as Sintalow Hardware Pte Ltd v OSK Engineering Pte Ltd [2016] SGHC 104.
Judgment reserved.
Judgment delivered.

7. Legal Issues

  1. Contract Formation
    • Outcome: The Court of Appeal held that the Products Agreements were binding contracts, superseding inconsistent terms in the Master Contract.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of contract terms
      • Order of precedence between contractual documents
      • Incorporation of terms by reference
    • Related Cases:
      • [2015] 1 SLR 648
      • [1991] 2 Lloyd’s Rep 634
      • [1992] 2 Lloyd’s Rep 563
      • [2013] EWHC 978 (TCC)
      • [2014] EWCA Civ 150
      • [2014] EWCA Civ 1103
  2. Misrepresentation
    • Outcome: The Court of Appeal upheld the High Court's finding that OSK did not make any actionable misrepresentation regarding the minimum value of products it would purchase.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation
  • Construction Law

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sintalow Hardware Pte Ltd v OSK Engineering Pte LtdHigh CourtYes[2016] SGHC 104SingaporeThe judgment under appeal. The Court of Appeal reviewed and partially reversed the High Court's decision.
LH Aluminium Industries Pte Ltd v Newcon Builders Pte LtdSingapore High CourtYes[2015] 1 SLR 648SingaporeCited for the principle that a more specific document ought to prevail over a standard form document in cases of inconsistency between contractual terms.
Indian Oil Corporation v Vanol IncEnglish High CourtYes[1991] 2 Lloyd’s Rep 634England and WalesCited for the principle that in the absence of an order of precedence clause, specifically agreed clauses take precedence over general terms and conditions.
Indian Oil Corporation v Vanol IncCourt of AppealYes[1992] 2 Lloyd’s Rep 563England and WalesCited as an appeal of the High Court decision, noting that the specific holding regarding precedence of clauses was not affected.
RWE Npower Renewables Ltd v J N Bentley LtdEnglish High CourtYes[2013] EWHC 978 (TCC)England and WalesCited for the principle that a clear and sensible commercial interpretation should be sought before resorting to an order of precedence clause.
RWE Npower Renewables Ltd v J N Bentley LtdEnglish Court of AppealYes[2014] EWCA Civ 150England and WalesCited for the principle that an order of precedence clause should only be used in cases of clear and irreconcilable discrepancy.
CLP Holdings Co Ltd v Singh and anotherEnglish Court of AppealYes[2014] EWCA Civ 1103England and WalesCited for the principle that the court should preserve general conditions as far as possible, even when special conditions prevail in case of conflict.

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

  • Master Contract
  • Total Package Agreement
  • Products Agreements
  • Special Discounts
  • Estimated Order
  • Material Order Form
  • Delivery Schedule
  • Valves
  • Pipes
  • Fittings

15.2 Keywords

  • contract
  • agreement
  • supply
  • construction
  • Marina Bay Sands
  • Singapore
  • appeal
  • hardware
  • engineering
  • misrepresentation

17. Areas of Law

Area NameRelevance Score
Contract Law95
Misrepresentation60

16. Subjects

  • Contract Law
  • Construction Dispute
  • Sale of Goods