LED Linear v Krislite: Breach of Contract & Sale of Goods Act Dispute

In LED Linear (Asia) Pte Ltd v Krislite Pte Ltd, the High Court of Singapore addressed a breach of contract claim concerning the supply of LED lighting for the South Beach Mixed Development project. LED Linear sued Krislite for failing to pay the balance for Canopy lighting and for refusing to take delivery of Tower lighting. Krislite counterclaimed for a refund of payments made. The court found Krislite liable for the Canopy lighting balance, less the cost of defective lights, but ruled that LED Linear had repudiated the contract for the Tower lighting by unilaterally altering payment terms, entitling Krislite to a refund. The court ordered each party to bear its own costs.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff in part and Judgment for Defendant in part.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

LED Linear sues Krislite for breach of contract over LED lighting supply. Court finds Krislite liable for Canopy lighting but not Tower lighting.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
LED Linear (Asia) Pte LtdPlaintiffCorporationJudgment for Plaintiff in partPartial
Krislite Pte LtdDefendantCorporationJudgment for Defendant in partPartial

3. Judges

Judge NameTitleDelivered Judgment
Tan Lee MengSenior JudgeYes

4. Counsels

Counsel NameOrganization
Subir Singh GrewalAequitas Law LLP
Lim TatAequitas Law LLP
Kok ZihaoKelvin Chia Partnership
John ChungKelvin Chia Partnership

4. Facts

  1. LED Linear sells LED lighting and accessories manufactured by its German parent company.
  2. Krislite is a provider of electrical lighting equipment.
  3. The dispute concerns a contract for the supply of light fittings for the South Beach Mixed Development project.
  4. Krislite called a tender for the supply of Canopy lighting and Tower lighting.
  5. LED Linear submitted a quotation to Krislite for the LED lighting.
  6. Krislite issued a revised Letter of Intent to LED Linear to purchase the LED lighting.
  7. Krislite paid the 50% down-payment for the Canopy lighting and Tower lighting.
  8. The Canopy lighting was delivered to Krislite and some lights had illumination problems and connector gaps.

5. Formal Citations

  1. LED Linear (Asia) Pte Ltd v Krislite Pte Ltd, Suit No 1043 of 2014, [2017] SGHC 150

6. Timeline

DateEvent
Krislite called a tender for the supply of Canopy lighting and Tower lighting.
LED Linear submitted a quotation to Krislite.
LED Linear submitted a revised quotation to Krislite.
Hyundai confirmed its acceptance of Krislite’s offer.
Krislite forwarded a fresh Letter of Intent to LED Linear.
Project lighting consultant accepted the lighting samples submission by LED Linear.
Krislite issued two Purchase Orders for the Canopy lighting.
Krislite paid the 50% down-payment for the Canopy lighting.
Krislite paid LED Linear the 50% down-payment for the Tower lighting.
The two Purchase Orders for the Canopy lighting were endorsed and returned to Krislite.
Krislite issued a Purchase Order for the Tower lighting.
Krislite applied for an irrevocable Letter of Credit for the Canopy lighting.
The Canopy lighting was delivered to Krislite.
Mr. Emeric Duteil emailed Krislite that he would stop all further deliveries of LED lights unless LED Linear received the signed delivery orders for the Canopy lights by 1 August 2014.
LED Linear informed Krislite that the latter’s failure to sign the delivery orders for the Canopy lights was a breach of contract.
Mr. Vincent Quek Gek Sin emailed Mr. Emeric Duteil that the LED lights that LED Linear supplied are defective and have been rejected by the Consultants/Employers.
LED Linear informed Krislite that the Tower lighting would only be delivered after the balance of the amount due for the Canopy lighting had been paid and upon full payment of the remaining 50% of the Tower lighting by telegraphic transfer.
The deadline for the delivery of the Tower lights passed by.
Krislite’s solicitors wrote to LED Linear’s solicitors that Krislite had rejected the Canopy lighting.
LED Linear instituted DC Suit No 2783 of 2014 in the State Courts to recover the balance of the 50% of the price for the Canopy lighting.
Krislite wrote to LED Linear to give the latter one final chance to deliver the Tower lights within seven days.
The Letter of Credit for the Tower lighting expired.
Krislite’s solicitors wrote to LED Linear’s solicitors to state that their clients accepted LED Linear’s wrongful repudiation of the contract.
LED Linear commenced Suit No 1043 of 2014 against Krislite.
Krislite commenced Suit No 1046 of 2014 against LED Linear for breach of contract.
Krislite applied for summary judgment against LED Linear. The application for summary judgment was dismissed.
LED Linear applied for the transfer of DC Suit 2783 to the High Court and for the consolidation of this action with Suit 1043 and Suit 1046.
Hearing commenced.
Hearing concluded.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that LED Linear breached the contract by unilaterally altering the payment terms for the Tower lighting, which constituted a repudiatory breach, entitling Krislite to terminate the contract.
    • Category: Substantive
    • Sub-Issues:
      • Unilateral alteration of contract terms
      • Repudiatory breach
      • Failure to deliver goods
    • Related Cases:
      • [2007] 4 SLR(R) 413
      • [2008] 1 SLR(R) 663
  2. Sale of Goods Act - Implied Conditions
    • Outcome: The court found that Krislite was not entitled to reject the entire batch of Canopy lighting based on alleged defects, as LED Linear offered to replace the defective lights and the connectors were proven to be IP67 compliant.
    • Category: Substantive
    • Sub-Issues:
      • Satisfactory quality
      • Fitness for purpose
      • Sale by sample
  3. Formation of Contract
    • Outcome: The court found that the contract was formed when the revised Letter of Intent was signed by both parties, incorporating the terms stated in LED Linear's revised quotation.
    • Category: Substantive
    • Sub-Issues:
      • Certainty of terms
      • Letter of intent
      • Meeting of minds
    • Related Cases:
      • [2000] 2 SLR(R) 407
      • [2014] 3 SLR 277
  4. Implied Terms
    • Outcome: The court found that there was no implied term that the Canopy lighting was subject to the acceptance by the consultants.
    • Category: Substantive
    • Sub-Issues:
      • Approval by main contractor and consultants
      • Business efficacy
      • Officious bystander test
    • Related Cases:
      • [2013] 4 SLR 193
      • (1889) 14 PD 64
      • [1939] 2 KB 206

8. Remedies Sought

  1. Order for specific performance
  2. Payment of remaining purchase price
  3. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tribune Investment Trust Inc v Soosan Trading LtdCourt of AppealYes[2000] 2 SLR(R) 407SingaporeCited for the principles of law relating to the formation of contracts, specifically inferring assent and extracting the precise moment of a meeting of the minds.
Dynasty Line Ltd (in liquidation) v Sukamto Sia and another and another appealUnknownYes[2014] 3 SLR 277SingaporeCited for the principle that for a contract to be made, there must be certainty of terms.
Cehave NV v Breme Handelsgessellschaft mbHUnknownYes[1976] 1 QB 44EnglandCited to support the argument that it is usual for the seller of goods to replace only the defective goods in building projects.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the three-step process for the implication of terms in a contract, focusing on the parties’ presumed intentions.
The MoorcockUnknownYes(1889) 14 PD 64EnglandCited for the principle that an implied term is necessary to give business efficacy to the contract.
Shirlaw v Southern Foundries (1926) LtdUnknownYes[1939] 2 KB 206EnglandCited for the officious bystander test for implying a term in a contract.
Goh Ya Tian v Tan Song GouUnknownYes[1981-1982] SLR(R) 193SingaporeCited for the principle that documents in an agreed bundle are admitted into evidence by consent and form part of the evidence before the court.
Press Automation Technology Pte Ltd v Trans-Link Exhibition Forwarding Pte LtdUnknownYes[2003] 1 SLR(R) 712SingaporeCited for the principle that the effect of the parties’ agreement to the inclusion of a report as one of the agreed documents is that they had agreed that it would be admissible without formal proof.
Withers v ReynoldsUnknownYes(1831) 2 B & AD 882EnglandCited and distinguished to show that a party cannot unilaterally alter the agreed terms of a contract.
San International Pte Ltd v Keppel Engineering Pte LtdCourt of AppealYes[1998] 3 SLR(R) 447SingaporeCited for the principle that there could be a repudiation where the party in default may intend in fact to fulfil the contract but may be determined to do so only in a manner substantially inconsistent with his obligations.
Brani Readymixed Pte Ltd v Yee Hong Pte Ltd and another appealCourt of AppealYes[1994] 3 SLR(R) 1004SingaporeCited for the principle that the mere failure or delay in making payment per se would not amount to a repudiation of the contract.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appealUnknownYes[2007] 4 SLR(R) 413SingaporeCited for the four situations under which an innocent party is entitled to terminate a contract.
Man Financial (S) Pte Ltd v Wong Bark Chuan DavidCourt of AppealYes[2008] 1 SLR(R) 663SingaporeCited for summarizing the four situations under which an innocent party is entitled to terminate a contract.
Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha LtdEnglish Court of AppealYes[1962] 2 QB 26EnglandCited as the leading case for the 'Hongkong Fir approach' in determining whether a breach of contract entitles the innocent party to terminate the contract.
Hartley v HymansUnknownYes[1920] 3 KB 475EnglandCited for the principle that in ordinary commercial contracts for the sale of goods, time is prima facie of the essence with respect to delivery.
Himatsing & Co v Joitaram PRCourt of AppealYes[1968-1970] SLR(R) 766SingaporeCited for reiterating that in most mercantile transactions, as regards stipulations other than those relating to time of payment, time is of the essence of the contract.
State Trading Corporation of India Ltd v M Golodetz LtdUnknownYes[1989] 2 Lloyd’s Rep 277EnglandCited for the principle that the fact that both parties had committed breaches before one of them elected to treat the contract as repudiated appears to make no difference.
Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appealsCourt of AppealYes[2006] 3 SLR(R) 769SingaporeCited for approving Kerr LJ’s view in State Trading Corporation of India Ltd v M Golodetz Ltd.
Alliance Concrete Singapore Pte Ltd v Comfort Resources Pte LtdCourt of AppealYes[2009] 4 SLR(R) 602SingaporeCited for adopting a similar approach to State Trading Corporation of India Ltd v M Golodetz Ltd and Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Sale of Goods Act (Cap 393, 1999 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • LED lighting
  • Canopy lighting
  • Tower lighting
  • Letter of Intent
  • Purchase Order
  • IP67 compliance
  • Connectors
  • Repudiatory breach
  • Letter of Credit

15.2 Keywords

  • breach of contract
  • LED lighting
  • sale of goods
  • Singapore
  • commercial dispute

17. Areas of Law

Area NameRelevance Score
Breach of Contract95
Contract Law90
Commercial Law85
Commercial Transactions80
Commercial Litigation80
Sale of Goods75
Damages60

16. Subjects

  • Contract Law
  • Commercial Law
  • Sale of Goods