MatthewsDaniel International Pte Ltd v Kith Marine: Agency, Contractual Terms & Parol Evidence Rule

In MatthewsDaniel International Pte Ltd v Kith Marine & Engineering Sdn Bhd, the Singapore High Court addressed a claim by MatthewsDaniel against Kith Marine for USD 130,642.33 in unpaid invoices, plus interest, for marine warranty survey services. Kith Marine argued it acted as an agent for Dragon Offshore Industries LLC. The court, presided over by Andrew Ang SJ, found Kith Marine personally liable under the contract, rejecting the agency defense and the admissibility of extrinsic evidence to contradict the written agreement. The court allowed MatthewsDaniel's claim for the unpaid sums and interest.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving MatthewsDaniel and Kith Marine. The court addressed agency, contractual terms, and the parol evidence rule, ruling Kith Marine liable for unpaid invoices.

1.7 Decision Date

27 March 2018

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
MATTHEWSDANIEL INTERNATIONAL PTE LTD	Plaintiff	Corporation	Judgment for Plaintiff	Won	Jerrie Tan Qiu Lin of Straits Law Practice LLC Liow Wang Wu, Joseph of Straits Law Practice LLC
KITH MARINE & ENGINEERING SDN BHD	Defendant	Corporation	Claim Dismissed	Lost	Anand S/O Thiagarajan of M P Kanisan & Partners

3. Judges

Judge Name	Title	Delivered Judgment
Andrew Ang	Judge	Yes

4. Counsels

Counsel Name	Organization
Jerrie Tan Qiu Lin	Straits Law Practice LLC
Liow Wang Wu, Joseph	Straits Law Practice LLC
Anand S/O Thiagarajan	M P Kanisan & Partners

4. Facts

Plaintiff provided marine warranty survey services for the transportation of two oil rigs.
Defendant received requests from Dragon Offshore Industries LLC for towing services, including marine warranty surveyor's clearance.
Miller Insurance contacted the plaintiff to conduct the marine warranty survey for the rigs.
Plaintiff and defendant exchanged emails and met to discuss the marine warranty survey.
Defendant sent the plaintiff a purchase order for marine warranty surveys.
Plaintiff issued invoices to the defendant for the services rendered.
Defendant made full payment of the first invoice but failed to pay the subsequent invoices.

5. Formal Citations

MatthewsDaniel International Pte Ltd v Kith Marine & Engineering Sdn Bhd, Suit No 44 of 2016, [2018] SGHC 73

6. Timeline

Date	Event
2013-08-29	Defendant received email from Dragon Offshore Industries LLC requesting towing services for the First Rig.
2013-09-06	Defendant received request for towing services for the Second Rig.
2013-09-10	Miller Insurance contacted the plaintiff regarding the marine warranty survey for the Rigs.
2013-09-11	Shaik and Taib spoke over the phone regarding the marine warranty survey.
2013-09-11	Shaik sent the 11 September Email to Taib, including the plaintiff’s Standard Terms.
2013-09-13	Shaik and Taib met to discuss the marine warranty surveys.
2013-09-17	Taib sent the 17 September Email to Shaik, copying Ghaffari from Dragon.
2013-09-19	Defendant sent the plaintiff a Purchase Order for marine warranty surveys.
2013-09-22	Taib wrote to Ghaffari from Dragon informing him of the plaintiff's acceptance of the Purchase Order.
2013-10-21	Plaintiff issued Invoice No 14178 to the defendant.
2013-10-24	Defendant invoiced Strategic Excellence Ltd for the plaintiff’s fees plus a service charge.
2013-10-30	Strategic Excellence Ltd made full payment to the defendant.
2013-11-13	Defendant made full payment of the First Invoice to the plaintiff.
2013-11-27	Plaintiff issued Invoice No 14233 to the defendant.
2014-01-17	Plaintiff issued Invoice No 14326 to the defendant.
2014-03-25	Plaintiff issued Invoice No 14426 to the defendant.
2014-04-14	Settlement agreement between the defendant and Dragon.
2014-04-20	Defendant received an email from Dragon instructing the defendant to request the plaintiff to invoice Dragon directly.
2014-04-21	Telephone conversation between Taib and Shaik regarding invoicing Dragon directly.
2014-05-04	Dragon paid the defendant USD 150,000 pursuant to the settlement agreement.
2014-06-05	Taib sent an email to Dragon, copying the plaintiff, demanding payment for their invoices.
2015-12-09	Plaintiff’s solicitors sent a letter of demand to the defendant.
2016-01-18	Plaintiff commenced suit against the defendant.
2018-01-09	Hearing began.
2018-01-10	Hearing continued.
2018-03-28	Judgment reserved.

7. Legal Issues

Agency
- Outcome: The court found that the defendant was personally liable under the contract, notwithstanding the disclosure of its principal.
- Category: Substantive
- Sub-Issues:
  - Authority of agent
  - Disclosure of principal
  - Ratification of contract
- Related Cases:
  - [1968] 2 QB 53
  - (1876) 1 Ex D 357
  - [2003] 2 Lloyd’s Rep 403
  - [1997] 1 SLR(R) 494
Parol Evidence Rule
- Outcome: The court held that extrinsic evidence was not admissible to contradict the express terms of the contract.
- Category: Procedural
- Sub-Issues:
  - Admissibility of extrinsic evidence
  - Contradicting express terms of contract
- Related Cases:
  - [2008] 3 SLR(R) 1029
  - [2004] 1 AC 919
Breach of Contract
- Outcome: The court found the defendant liable for breach of contract for failing to pay the invoices and ordered them to pay the outstanding amount plus interest.
- Category: Substantive
- Sub-Issues:
  - Failure to pay invoices
  - Interest on unpaid invoices

8. Remedies Sought

Monetary Damages
Interest

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Marine
Engineering
Insurance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Teheran-Europe Co Ltd v S T Belton (Tractors) Ltd	Queen's Bench Division	Yes	[1968] 2 QB 53	England and Wales	Cited as a case showing that the names of the signatories to the written contract are a very strong prima facie indication as to who the contracting parties are.
Gadd v Houghton	Exchequer Division	Yes	(1876) 1 Ex D 357	England and Wales	Cited as a case showing that the names of the signatories to the written contract are a very strong prima facie indication as to who the contracting parties are.
Internaut Shipping GmbH and Sphinx Navigation Limited of Liberia v Fercometal Sarl (The Elikon)	English Court of Appeal	Yes	[2003] 2 Lloyd’s Rep 403	England and Wales	Cited for the principle that the way in which a party named in a contract signs that contract may be of particular strength in the overall question of whether he is a party to that contract with personal liability under it.
Todd Trading Pte Ltd v Aglow Far East Trading Pte Ltd	Singapore High Court	Yes	[1997] 1 SLR(R) 494	Singapore	Cited for the principle that the disclosure of a principal does not ipso facto release the agent from liability.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Cited for the principle that where the contractual language was plain and unambiguous in reference to the existing facts, extrinsic evidence should not be adduced to contradict the clear terms.
Shogun Finance Ltd v Hudson	House of Lords	Yes	[2004] 1 AC 919	England and Wales	Cited for the principle that extrinsic evidence could not be adduced to contradict the terms of the written agreement.

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

Marine warranty survey
Purchase order
Standard terms
Agency
Parol evidence rule
Ratification
Invoices
Oil rigs
Towing services

15.2 Keywords

Agency
Contractual Terms
Parol Evidence Rule
Marine Warranty Survey
Singapore High Court
Unpaid Invoices

17. Areas of Law

Area Name	Relevance Score
Contract Law	90
Agency Law	75
Evidence Law	60
Commercial Law	50

16. Subjects

Contract Law
Agency Law
Shipping Law