Jiacipto Jiaravanon v Simpson Marine: Restitution for Failure of Consideration and Contract Breach in Yacht Purchase
In Jiacipto Jiaravanon v Simpson Marine (SEA) Pte Ltd, the Singapore High Court addressed a claim by Jiacipto Jiaravanon's estate against Simpson Marine for restitution of payments made for luxury yachts. The plaintiff sought to recover a €500,000 deposit and the purchase price of an Azimut 64 yacht, alleging failure of consideration and breach of contract. The defendant counterclaimed for expenses related to insurance, maintenance, resale costs, and medical costs. The court allowed the plaintiff's claim for the €500,000 deposit but dismissed the claim for the Azimut 64 yacht. The court allowed the defendant's counterclaims for insurance, maintenance, and medical costs.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Plaintiff's claim allowed in part; defendant's counterclaims for insurance, maintenance, and medical costs allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving Jiacipto Jiaravanon and Simpson Marine concerning restitution for failure of consideration and breach of contract related to luxury yacht purchases.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Simpson Marine (SEA) Pte Ltd | Defendant | Corporation | Counterclaims Allowed in Part | Partial | |
| Jiacipto Jiaravanon | Plaintiff | Individual | Claim Allowed in Part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Judge | Yes |
4. Counsels
4. Facts
- Cip paid a €1m deposit as a holding deposit for two Azimut 100 yachts.
- Azimut sold one of the Azimut 100 yachts to a Mexican buyer.
- Cip and the defendant agreed that half of the €1m deposit would be applied to the purchase price of an Azimut 64 yacht.
- Cip inspected the Azimut 64 yacht and discovered discrepancies in the gearbox serial numbers.
- The defendant resold the Azimut 64 yacht to a third party with Cip's agreement.
- The defendant paid €1,666,837.89 to Cip from the resale proceeds.
5. Formal Citations
- Jiacipto Jiaravanon v Simpson Marine (SEA) Pte Ltd, Suit No 888 of 2014, [2017] SGHC 288
6. Timeline
| Date | Event |
|---|---|
| Cip and Aina met Peter Mison to discuss Cip purchasing yachts. | |
| Cip signed a contract to buy an Azimut 62S yacht from the defendant. | |
| Cip signed the Azimut 64 Contract and the Deposit Invoice. | |
| Cip paid a €500,000 deposit for the Azimut 64 Contract and the €1m Deposit to the defendant. | |
| Mison informed Cip that Azimut had sold the Azimut 100G #12 to a Mexican buyer. | |
| Cip met Grange, Ng, and Giordano in Hong Kong and viewed an Azimut 100 Leonardo yacht. | |
| The defendant paid a sum of €1m to Azimut. | |
| Cip and the defendant agreed, by an Addendum to the Azimut 64 Contract, that Cip would receive the Azimut 64 yacht instead of the Azimut 64 #68. | |
| Cip met Mison and agreed that half of the €1m Deposit would be applied to the purchase price of the Azimut 64 yacht. | |
| The defendant issued a revised payment invoice for the Azimut 64 yacht. | |
| Cip paid the balance sum for the Azimut 64 yacht. | |
| The Azimut 64 yacht arrived in Singapore. | |
| Cip, Anita, Toh, and Ken met Mison at Raffles Marina to inspect the Azimut 64 yacht. | |
| With Cip’s agreement, the defendant resold the Azimut 64 yacht to a third party. | |
| Cip commenced this suit. | |
| The defendant paid €1,666,837.89 to Cip. | |
| Judgment reserved. |
7. Legal Issues
- Failure of Consideration
- Outcome: The court found a total failure of consideration regarding the €1m Deposit after one of the yachts was sold, entitling the plaintiff to recover the deposit.
- Category: Substantive
- Sub-Issues:
- Total failure of consideration
- Pre-contractual deposit
- Related Cases:
- [2003] 1 SLR(R) 791
- [2016] SGHC 281
- Breach of Contract
- Outcome: The court found that the defendant did not repudiate the contract and the plaintiff was not entitled to reject the handover of the yacht.
- Category: Substantive
- Sub-Issues:
- Repudiation of contract
- Failure to hand over goods
- Incorporation of Terms
- Outcome: The court found that the parties did not intend for certain clauses of the defendant's standard terms and conditions to be incorporated into the Holding Deposit Agreement.
- Category: Substantive
- Sub-Issues:
- Standard terms and conditions
- Incorporation by reference
- Related Cases:
- [2015] 1 SLR 521
- [2009] 4 SLR(R) 111
- Implication of Terms
- Outcome: The court found that the term proposed by the defendant should not be implied into the Holding Deposit Agreement because it does not satisfy the second stage of the Sembcorp Marine test.
- Category: Substantive
- Sub-Issues:
- Business efficacy
- Officious bystander test
- Related Cases:
- [2013] 4 SLR 193
- Indemnification of Agent
- Outcome: The court found that the defendant was obligated to indemnify Mison, its agent, for his medical expenses, which were incurred in the execution of his authority.
- Category: Substantive
- Related Cases:
- [1914] 2 Ch 271
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Restitution
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Contract Disputes
11. Industries
- Maritime
- Luxury Goods
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the three-stage test for the implication of terms in a contract. |
| United Artists Singapore Theatres Pte Ltd and another v Parkway Properties Pte Ltd and another | High Court | Yes | [2003] 1 SLR(R) 791 | Singapore | Cited for the principle that whether a payee is entitled to retain a pre-contract payment depends on the construction of the document or correspondence under which that payment is made. |
| Supercars Lorinser Pte Ltd and another v Benzline Auto Pte Ltd | High Court | Yes | [2016] SGHC 281 | Singapore | Cited for the principle that a payment in the form of a deposit may be paid before a contract is concluded to indicate earnestness or seriousness. |
| R1 International Pte Ltd v Lonstroff AG | Court of Appeal | Yes | [2015] 1 SLR 521 | Singapore | Cited for the objective approach towards questions of contractual formation and the incorporation of terms. |
| ABB Holdings Pte Ltd and others v Sher Hock Guan Charles | High Court | Yes | [2009] 4 SLR(R) 111 | Singapore | Cited for the principle that the character of the document and whether it is apt to form part of the contract are central to deciding whether or not the inference should be drawn. |
| In re Famatina Development Corporation, Limited | Court of Appeal | Yes | [1914] 2 Ch 271 | England and Wales | Cited for the principle that an agent is entitled to be indemnified by his principal against all losses and liabilities incurred by him in the execution of his authority. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Holding deposit
- Failure of consideration
- Repudiation
- Standard terms and conditions
- Implied term
- Resale proceeds
- Larger Yacht
15.2 Keywords
- Yacht
- Contract
- Restitution
- Deposit
- Breach
- Singapore
- Commercial
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Failure of consideration | 90 |
| Pre-contractual deposits | 90 |
| Restitution | 85 |
| Contract Law | 80 |
| Breach of Contract | 75 |
| Collections | 30 |
16. Subjects
- Contract Law
- Restitution
- Commercial Law