Sun Electric v Menrva Solutions: Breach of Contract, Negligence, and Privity of Contract

Sun Electric Pte Ltd and Sun Electric Power Pte Ltd appealed against the High Court's decision regarding their claims against Menrva Solutions Pte Ltd and Chan Lap Fung Bernard for breach of contract and negligence. The Court of Appeal dismissed the appeal, finding a partial breach of contract but no causation of losses, determining that there was a duty of care but no breach, and upholding the decision on the counterclaim. The court found that the losses sustained by SE Power were not caused by the alleged breaches of contract and that Menrva Solutions had not breached its duty of care to SE Power.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Ex Tempore Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding breach of contract and negligence claims. The court dismissed the appeal, finding a partial breach of contract but no causation of losses, and no breach of duty of care.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sun Electric Pte LtdAppellant, PlaintiffCorporationAppeal DismissedLost
Sun Electric Power Pte LtdAppellant, PlaintiffCorporationAppeal DismissedLost
Menrva Solutions Pte LtdRespondent, DefendantCorporationAppeal AllowedWon
Chan Lap Fung BernardRespondent, DefendantIndividualAppeal AllowedWon

3. Judges

Judge NameTitleDelivered Judgment
Andrew Phang Boon LeongJudge of AppealYes
Belinda Ang Saw EanJudgeNo
Woo Bih LiJudgeNo

4. Counsels

Counsel NameOrganization
Koh Swee YenWongPartnership LLP
Daniel Liu Zhao XiangWongPartnership LLP
Andrew PflugWongPartnership LLP
Zoe KokWongPartnership LLP
Ng Lip ChihFoo & Quek LLC
Jennifer Sia Pei RuNLC Law Asia LLC
Rezvana Fairouse d/o Mazhar DeenNLC Law Asia LLC

4. Facts

  1. Sun Electric Pte Ltd (SE) and Sun Electric Power Pte Ltd (SE Power) appealed the High Court's decision.
  2. SE Power participated in the Enhanced Forward Sales Contract Scheme.
  3. A joint venture was originally envisaged between SE Power, the MM Partner, and Abundance Way.
  4. The Consulting Agreement was entered into between SE and Menrva Solutions because Dr. Peloso wanted Mr. Chan to be a shareholder of SE.
  5. Menrva Solutions provided consultancy services to SE Power.
  6. SE Power entered into contracts for differences (CFDs).
  7. The Appellants argued that it was never put to Dr Peloso that he would have disregarded the daily valuations had they been produced.

5. Formal Citations

  1. Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another, Civil Appeal No 1 of 2019, [2019] SGCA 51

6. Timeline

DateEvent
HC/Suit No 200 of 2016 filed
High Court judgment issued [2018] SGHC 264
Civil Appeal No 1 of 2019 filed
Court of Appeal judgment delivered

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found a partial breach of contract but no causation of losses.
    • Category: Substantive
    • Sub-Issues:
      • Breach of consulting agreement
      • Causation of losses
  2. Negligence
    • Outcome: The court found that there was a duty of care but no breach of that duty.
    • Category: Substantive
    • Sub-Issues:
      • Duty of care
      • Breach of duty
      • Causation
    • Related Cases:
      • [2007] 1 SLR(R) 720
  3. Privity of Contract
    • Outcome: The court determined that whether the losses suffered by SE Power could be claimed under the Consulting Agreement was a moot point due to the lack of causation.
    • Category: Substantive
    • Related Cases:
      • [2005] 2 SLR(R) 484
      • [2008] 4 SLR(R) 272
  4. Piercing the Corporate Veil
    • Outcome: The court found no ground to pierce the corporate veil between Menrva Solutions and Mr. Chan.
    • Category: Substantive
    • Related Cases:
      • [2013] 2 AC 415

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Negligence

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Energy

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sun Electric Pte Ltd v Menrva Solutions Pte LtdHigh CourtYes[2018] SGHC 264SingaporeThe decision being appealed from.
Chia Kok Leong v Prosperland Pte LtdCourt of AppealYes[2005] 2 SLR(R) 484SingaporeCited for the 'broad ground' exception to the rule that a plaintiff can only recover nominal damages for a breach of contract where it has suffered no loss.
Family Food Court (a firm) v Seah Boon Lock and another (trading as Boon Lock Duck and Noodle House)Court of AppealYes[2008] 4 SLR(R) 272SingaporeCited for the 'broad ground' exception to the rule that a plaintiff can only recover nominal damages for a breach of contract where it has suffered no loss.
Spandeck (S) Pte Ltd v Defence Science & Technology AgencyCourt of AppealYes[2007] 1 SLR(R) 720SingaporeCited for the principles to determine whether a duty of care exists.
Prest v PetrodelUK Supreme CourtYes[2013] 2 AC 415United KingdomCited as the leading English case on lifting the corporate veil.

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

  • Consulting Agreement
  • Contracts for Differences
  • Duty of Care
  • Privity of Contract
  • Corporate Veil
  • Enhanced Forward Sales Contract Scheme
  • Causation

15.2 Keywords

  • breach of contract
  • negligence
  • privity of contract
  • duty of care
  • corporate veil
  • contracts for differences
  • appeal
  • singapore

17. Areas of Law

Area NameRelevance Score
Contract Law80
Breach of Contract75
Torts70
Duty of Care70
Negligence70
Causation65
Privity of contract60
Corporate Law30
Company Law30
Piercing corporate veil25

16. Subjects

  • Contract Dispute
  • Negligence Claim