Macquarie Bank v. Graceland Industry: Amendment of Pleadings in Commodity Swap Dispute

In a dispute before the Singapore International Commercial Court, Graceland Industry Pte Ltd sought leave to amend its defence and counterclaim against Macquarie Bank Limited and Stephen Becher Wolfe concerning a commodity swap transaction. The court, after multiple hearings, granted Graceland leave to amend its pleadings in part, subject to certain conditions and cost orders, finding that the amendments were necessary to properly identify the relevant issues and did not cause undue prejudice to Macquarie.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT OF THE REPUBLIC OF SINGAPORE

1.2 Outcome

Leave to amend defence and counterclaim granted in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The court granted Graceland Industry leave to amend its defense and counterclaim in a commodity swap transaction dispute with Macquarie Bank. The key issue was the terms of the contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
MACQUARIE BANK LIMITEDPlaintiff, Defendant in CounterclaimCorporationCosts awardedPartialNish Kumar Shetty, Jerald Foo, Tay Jia Wei, Kenneth
GRACELAND INDUSTRY PTE LTDDefendant, Plaintiff in CounterclaimCorporationLeave to amend defence and counterclaim granted in partPartialWong Hin Pkin Wendell, Priscylia Wu Baoyi, Wong Zi Qiang, Bryan
STEPHEN BECHER WOLFEDefendant in CounterclaimIndividualCosts awardedPartialAbraham Vergis, Lim Mingguan

3. Judges

Judge NameTitleDelivered Judgment
Henry Bernard EderInternational JudgeYes

4. Counsels

Counsel NameOrganization
Nish Kumar ShettyCavenagh Law LLP
Jerald FooCavenagh Law LLP
Tay Jia Wei, KennethCavenagh Law LLP
Wong Hin Pkin WendellDrew & Napier LLC
Priscylia Wu BaoyiDrew & Napier LLC
Wong Zi Qiang, BryanDrew & Napier LLC
Abraham VergisProvidence Law Asia LLC
Lim MingguanProvidence Law Asia LLC

4. Facts

  1. Graceland sought leave to amend its defence and counterclaim close to the trial date.
  2. Macquarie opposed the amendment application, citing lateness and egregious conduct by Graceland.
  3. The proposed amendments concerned the terms of a commodity swap transaction and a potential fertiliser derivative transaction.
  4. Graceland had previously indicated it did not intend to amend its pleadings.
  5. The court initially disallowed certain proposed amendments due to potential prejudice to Macquarie.
  6. Graceland provided further information and arguments, leading to further hearings.
  7. The court ultimately granted leave to amend in a final form, subject to cost orders.

5. Formal Citations

  1. Macquarie Bank Ltd v Graceland Industry Pte Ltd, Suit No 5 of 2017 (Summons No 41 of 2017), [2017] SGHC(I) 12

6. Timeline

DateEvent
Application for amendment of pleadings issued by Graceland
Affidavit of Amber Riley served on behalf of Macquarie
Graceland filed and served a second affidavit of Sun Jiawen
Macquarie’s written submissions filed
Graceland filed its written submissions in reply
First hearing regarding the application for amendment of pleadings
Graceland submitted further arguments
Macquarie submitted that further arguments should be refused
Second oral hearing regarding the application for amendment of pleadings
Third oral hearing regarding the application for amendment of pleadings
Judgment issued

7. Legal Issues

  1. Amendment of Pleadings
    • Outcome: Leave to amend was granted in part, subject to conditions and cost orders.
    • Category: Procedural
    • Sub-Issues:
      • Lateness of application
      • Prejudice to other party
      • Egregious conduct of applicant

8. Remedies Sought

  1. Amendment of Defence
  2. Amendment of Counterclaim

9. Cause of Actions

  • Breach of Contract
  • Mistake
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Banking
  • Commodities Trading

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Review Publishing Co Ltd v Lee Hsien LoongHigh CourtYes[2010] 1 SLR 52SingaporeCited for the principle that the court must consider the prejudice suffered by the other party when allowing amendments to pleadings.

13. Applicable Rules

Rule Name
O 20 r 5 of the Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Amendment of pleadings
  • Commodity swap transaction
  • Fertiliser derivative transaction
  • Defence
  • Counterclaim
  • Prejudice
  • Costs
  • ISDA agreement

15.2 Keywords

  • amendment
  • pleadings
  • commodity swap
  • Graceland
  • Macquarie
  • Singapore
  • court
  • contract
  • costs

16. Subjects

  • Civil Procedure
  • Contract Law
  • Financial Law

17. Areas of Law

  • Civil Procedure
  • Pleadings
  • Commodity Derivatives