Btech Engineering v Novellers: Breach of Contract, Conversion & Unlawful Detention Dispute
In a suit before the High Court of Singapore, Btech Engineering Pte Ltd sued Novellers Pte Ltd for sums allegedly owing under an oral agreement. Novellers counterclaimed for damages due to Btech's repudiation of the agreement and unlawful detention of Novellers' property. The court dismissed Btech's claim, finding that Novellers was not obligated to pay the sums claimed under the unpaid invoices. The court found in favor of Novellers on its counterclaims, determining that Btech wrongfully repudiated the oral agreement and unlawfully detained Novellers' property.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Btech's claim dismissed; judgment substantially in favor of Novellers on its counterclaims.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court case between Btech Engineering and Novellers over breach of contract, conversion, and unlawful detention. Judgment favors Novellers.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Btech Engineering Pte Ltd | Plaintiff, Defendant in Counterclaim | Corporation | Claim Dismissed | Lost | Wong Hong Weng Stephen, Sankar s/o Kailasa Thevar Saminathan |
| Novellers Pte Ltd | Defendant, Plaintiff in Counterclaim | Corporation | Counterclaim Allowed in Part | Partial | Sunil Nair, Kevin Koh |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Wong Hong Weng Stephen | Sterling Law Corporation |
| Sankar s/o Kailasa Thevar Saminathan | Sterling Law Corporation |
| Sunil Nair | Eversheds Harry Elias LLP |
| Kevin Koh | Eversheds Harry Elias LLP |
4. Facts
- Btech and Novellers entered into an oral agreement in February 2012 for the manufacture of elastomer seals.
- Btech would provide capital and financing, while Dr. Huang of Novellers would handle technical direction.
- Novellers was incorporated in July 2012, with Mr. Ang and Dr. Huang as directors and shareholders.
- Btech claims Novellers was to pay monthly for expenses, which Novellers denies.
- Btech issued invoices to Novellers for expenses incurred from July 2014 to January 2015.
- Btech terminated the oral agreement by changing the locks to the premises on August 25, 2016.
- Novellers counterclaimed for wrongful termination and unlawful detention of property.
5. Formal Citations
- Btech Engineering Pte Ltd v Novellers Pte Ltd, Suit No 981 of 2016, [2019] SGHC 171
6. Timeline
| Date | Event |
|---|---|
| Oral Agreement finalized between Mr. Ang and Dr. Huang. | |
| Novellers incorporated by Dr. Huang and Mr. Ang. | |
| Mr. Ang resigned his directorship. | |
| Mr. Ang emailed Dr. Huang and Brian Lim with invoices issued by Btech to Novellers. | |
| Mr. Ang transferred his shares in Novellers to Dr. Huang. | |
| Mr. Ang placed two purchase orders for a Chinese customer with Novellers via Preseal. | |
| Mr. Ang changed the locks to the Premises. | |
| Brian Lim informed Dr. Huang of the statutory demand. | |
| Btech commenced proceedings. | |
| Trial began. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Btech wrongfully repudiated the Oral Agreement and wrongfully revoked the contractual license.
- Category: Substantive
- Sub-Issues:
- Wrongful repudiation
- Revocation of contractual license
- Failure to perform acceptance obligation
- Related Cases:
- [2007] 4 SLR(R) 413
- [1962] 2 QB 26
- Conversion
- Outcome: The court found that Btech was liable to Novellers in damages for conversion of equipment and tools.
- Category: Substantive
- Sub-Issues:
- Unauthorised dealing with chattel
- Denial of title
- Related Cases:
- [2009] 4 SLR(R) 1101
- Unlawful Detention
- Outcome: The court ordered that para 9 of Btech’s Reply and Defence to Counterclaim (Amendment No 2) be struck out under O 24, r 16(1) of the ROC.
- Category: Substantive
- Sub-Issues:
- Suppression of documentary records
- Misappropriation of documentary records
- Destruction of documentary records
- Breach of Confidence
- Outcome: The court ordered that Btech deliver up any proprietary information in the form of hard copy documents left at the Premises or otherwise in its possession and purge any proprietary information in electronic form remaining in its computer servers, other electronic storage media, or elsewhere on the Premises.
- Category: Substantive
- Sub-Issues:
- Unauthorised use of confidential information
- Related Cases:
- [2006] 3 SLR(R) 573
- [1969] RPC 41
8. Remedies Sought
- Monetary Damages
- Delivery Up
- Order to Purge Confidential Information
9. Cause of Actions
- Breach of Contract
- Conversion
- Detinue
- Breach of Confidence
10. Practice Areas
- Commercial Litigation
- Breach of Contract
- Conversion
- Discovery of Documents
11. Industries
- Engineering
- Manufacturing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Independent State of Papua New Guinea v PNG Sustainable Development Program | Singapore Court of Appeal | Yes | [2016] 2 SLR 366 | Singapore | Cited for the principle that a contract purportedly entered into on behalf of a company prior to its formation may be ratified by the company after its formation. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appeal | Singapore Court of Appeal | Yes | [2007] 4 SLR(R) 413 | Singapore | Cited for the legal principles concerning when a breach of contract may give rise to a right to terminate. |
| Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd | Queen's Bench | Yes | [1962] 2 QB 26 | England and Wales | Cited for the principle that a breach of contract must deprive the party not in default of substantially the whole benefit which it was intended that he should obtain from the contract to be considered a repudiatory breach. |
| Chia Kok Kee v HX Investment Pte Ltd (So Lai Har (alias Chia Choon), third party in issue) (Tan Wah, third party in counterclaim) | High Court | Yes | [2007] SGHC 164 | Singapore | Cited for the principle that in ascertaining the terms of an oral contract, the court may look at evidence of how the parties had actually conducted their affairs under the contract during the contemplated period of its subsistence. |
| Tan Hin Leong v Lee Teck Im | Singapore Court of Appeal | Yes | [2000] 1 SLR(R) 891 | Singapore | Cited for the principle that a contractual licence is revocable only in accordance with its terms or where the contractual licensee has repudiated the contract. |
| Parker v Parker | High Court of Justice | Yes | [2003] EWHC 1846 (Ch) | England and Wales | Cited for the principle that where the terms of the contract are silent as to revocation, the licence may be terminated after reasonable notice has been given. |
| Ministry of Health v Bellotti | Court of Appeal | Yes | [1944] 1 KB 298 | England and Wales | Cited for the principle that what constitutes a reasonable period of notice is determined by a consideration of all the circumstances of the case. |
| Mitora Pte Ltd v Agritrade International (Pte) Ltd | Singapore Court of Appeal | Yes | [2013] 3 SLR 1179 | Singapore | Cited for the principle that cases involving contumacious conduct may warrant an order for striking out even if a fair trial is still possible. |
| Manilal and Sons (Pte) Ltd v Bhupendra K J Shan (trading as JB International) | Singapore Court of Appeal | Yes | [1989] 2 SLR(R) 603 | Singapore | Cited for the principle that the plaintiff’s action was struck out for non-compliance with an “unless” order for discovery, the court finding that the non-compliance was either deliberate or arising out of “gross negligence … such as to amount to wilfulness”. |
| Cepheus Shipping Corporation v Guardian Royal Exchange Assurance Plc (The “Capricorn”) | Commercial Court | Yes | [1995] 1 Lloyd’s Rep 622 | England and Wales | Cited for the principle that affidavits of discovery generally are conclusive as to whether or not the discovery obligation had been breached, and striking out would only be appropriate where the breach is admitted or clear on the face of the documents. |
| Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore Ltd | Singapore Court of Appeal | Yes | [2009] 4 SLR(R) 1101 | Singapore | Cited for the principle that an act of conversion occurs when there is unauthorised dealing with the claimant’s chattel such as to question or deny his title to it. |
| Vestwin Trading Pte Ltd and another v Obegi Melissa and others | Singapore Court of Appeal | Yes | [2006] 3 SLR(R) 573 | Singapore | Cited for the elements of an action for breach of confidence. |
| Coco v A N Clark (Engineers) Ltd | High Court of Justice | Yes | [1969] RPC 41 | England and Wales | Cited for the elements of an action for breach of confidence. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Elastomer seals
- Oral agreement
- Contractual licence
- Acceptance obligation
- Payment obligation
- China purchase orders
- Wrongful repudiation
- Unlawful detention
- Proprietary information
- Conversion
15.2 Keywords
- breach of contract
- conversion
- unlawful detention
- oral agreement
- elastomer seals
- Singapore High Court
16. Subjects
- Contract Law
- Tort Law
- Civil Procedure
- Company Law
- Intellectual Property
17. Areas of Law
- Contract Law
- Tort Law
- Civil Procedure
- Law of Confidence