Mitsubishi Corp v Kyen Resources: Retention of Title Clause & Unpaid Seller Rights
In Mitsubishi Corp RTM International Pte Ltd v Kyen Resources Pte Ltd, the Singapore High Court addressed the interpretation of a retention of title clause in a contract for the sale of aluminium ingots. Mitsubishi Corp, the plaintiff, sued Kyen Resources, the defendant, for the price of goods after Kyen Resources failed to make payment. The court found in favor of the plaintiff, holding that the price claim could be pursued under either subsection of section 49 of the Sale of Goods Act.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on retention of title clause interpretation in a sale of goods contract. Plaintiff seller sues defendant buyer for price of unpaid goods.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Mitsubishi Corp RTM International Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Ting Yong Hong |
| Kyen Resources Pte Ltd | Defendant | Corporation | Judgment against Defendant | Lost | Danny Quah |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Elton Tan Xue Yang | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Ting Yong Hong | Rajah & Tann Singapore LLP |
| Danny Quah | Providence Law Asia LLC |
4. Facts
- Mitsubishi Corp sold aluminium ingots to Kyen Resources under a contract dated 19 October 2017.
- The contract included a retention of title clause, reserving property in the goods to Mitsubishi Corp until full payment.
- Kyen Resources was permitted to on-sell the goods pending payment and was required to hold any sale proceeds for Mitsubishi Corp.
- Mitsubishi Corp made three shipments of the goods to Kyen Resources, which received delivery.
- Kyen Resources failed to pay the outstanding price of US$3,385,167.87 for the goods.
- Mitsubishi Corp purported to suspend and then terminate the contract due to Kyen Resources' failure to pay.
- Kyen Resources' bank accounts were frozen, and a Mareva injunction was obtained against it in a separate claim.
5. Formal Citations
- Mitsubishi Corp RTM International Pte Ltd v Kyen Resources Pte Ltd, Suit No 971 of 2018 (Summons No 5470 of 2018), [2019] SGHCR 6
6. Timeline
| Date | Event |
|---|---|
| Contract signed | |
| First invoice issued | |
| Second invoice issued | |
| Third invoice issued | |
| Contract suspended | |
| Lawsuit filed | |
| Contract terminated | |
| Proprietary interest registered | |
| Application filed | |
| Hearing held | |
| Fuller hearing held | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant breached the contract by failing to pay for the goods.
- Category: Substantive
- Sub-Issues:
- Failure to pay for goods
- Interpretation of payment terms
- Retention of Title Clause
- Outcome: The court interpreted the retention of title clause and determined its effect on the passing of property in the goods.
- Category: Substantive
- Sub-Issues:
- Interpretation of retention of title clause
- Passing of property in goods
- Rights of unpaid seller
- Action for Price
- Outcome: The court held that the plaintiff could maintain an action for the price of the goods under the Sale of Goods Act.
- Category: Procedural
- Sub-Issues:
- Conditions for maintaining an action for price
- Applicability of Sale of Goods Act
- Whether the Sale of Goods Act is a complete code
8. Remedies Sought
- Declaration of ownership of goods
- Order for delivery up of goods
- Declaration of trust over proceeds of sale
- Account of goods and proceeds
- Payment of the price of the goods
- Damages for conversion of goods
9. Cause of Actions
- Breach of Contract
- Action for Price
10. Practice Areas
- Commercial Litigation
- International Trade
11. Industries
- Commodities Trading
- Metals Trading
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| PST Energy 7 Shipping LLC and another v OW Bunker Malta Ltd and another | UK Supreme Court | Yes | [2016] AC 1034 | United Kingdom | Cited as a key authority on the interpretation of sale of goods contracts and the application of the Sale of Goods Act in the context of retention of title clauses. |
| FG Wilson (Engineering) Ltd v John Holt & Co (Liverpool) Ltd | UK Court of Appeal | Yes | [2013] EWCA Civ 1232 | United Kingdom | Cited for its analysis of retention of title clauses and the circumstances under which a seller can sue for the price of goods under the Sale of Goods Act. |
| Aluminium Industrie Vaassen B.V. v Romalpa Aluminium Ltd | UK Court of Appeal | Yes | [1976] WLR 676 | United Kingdom | Cited as the seminal decision on retention of title clauses, establishing their importance in contracts for the sale of goods. |
| Clough Mill Ltd v Martin | Court of Appeal | Yes | [1984] 3 All ER 982 | United Kingdom | Cited to explain the purpose and utility of retention of title clauses in providing security for the seller against the buyer’s non-payment. |
| Hendy Lennox (Industrial Engines) Ltd v Grahame Puttick Ltd | Not Available | Yes | [1984] 1 WLR 485 | United Kingdom | Cited to highlight the complexity and potential pitfalls in the area of law concerning retention of title clauses. |
| The “Chem Orchid” and other appeals and another matter | Not Available | Yes | [2016] 2 SLR 50 | Singapore | Cited for the principle that there were no material disputes of fact relating to the point of construction. |
| TMT Asia Ltd v BHP Billiton Marketing AG (Singapore Branch) and another | Not Available | Yes | [2015] 2 SLR 540 | Singapore | Cited for the principle that its determination would promote the saving of time and costs for the parties. |
| Harry & Garry Ltd v Jariwalla | UK Court of Appeal | Yes | [1988] CA Transcript No 516 | United Kingdom | Cited to support the finding that the contract between OWBM and the Shipowners was a sui generis contract. |
| Colley v Overseas Exporters | Not Available | Yes | [1921] 3 KB 302 | United Kingdom | Cited to support the argument that a claim for damages for non-payment of money could be accommodated in the modern law. |
| Laird v Pim | Not Available | Yes | (1841) 7 M & W 474 | Not Available | Cited to support the argument that a claim for damages for non-payment of money could be accommodated in the modern law. |
| Sempra Metal Ltd (formerly Metallgesellschaft Ltd) v Inland Revenue Commissioners | House of Lords | Yes | [2008] AC 561 | United Kingdom | Cited to support the argument that a claim for damages for non-payment of money could be accommodated in the modern law. |
| Otis Vehicle Rentals Ltd (formerly Brandrick Hire (Birmingham) Ltd v Ciceley Commercials Ltd | Not Available | Yes | [2002] All ER (D) 203 | United Kingdom | Cited to support the observation that s 49(2) reflected an established common law exception that allowed a seller to enforce payment. |
| Workman, Clark & Co Ltd v Lloyd Brazileno | Court of Appeal | Yes | [1908] 1 KB 968 | United Kingdom | Cited to support the view that the payment terms were provision for payment to be made within a fixed period after delivery. |
| Dunlop and others v Grote and another | Not Available | Yes | (1845) 2 Car. & K. 153 | Not Available | Cited as the decision on which s 49(2) is said to have been based. |
| Shell-Mex Ltd v Elton Cop Dyeing Co Ltd | Not Available | Yes | (1928) 34 Com. Cas. 39 | United Kingdom | Cited for the view that a day certain was a time specified in the contract not depending on a future or contingent event. |
| Stein Forbes & Co v County Tailoring Co | Not Available | Yes | (1916) 115 L.T. 215 | Not Available | Cited for the view that a day certain was a time specified in the contract not depending on a future or contingent event. |
| Polenghi v Dried Milk Co Ltd | Not Available | Yes | (1904) 10 Com. Cas. 42 | Not Available | Cited for the view that a day certain was a time specified in the contract not depending on a future or contingent event. |
| Re Bond Worth Ltd | Not Available | Yes | [1980] Ch 228 | United Kingdom | Cited in relation to a retention of title clause permitting the sellers to retain equitable and beneficial ownership in the goods until full payment had been received or until prior resale. |
| Ingram and another (executors of the estate of Lady Ingram (deceased)) v Inland Revenue Commissioners | Not Available | Yes | [1999] 1 All ER 297 | United Kingdom | Cited for the remark that a theory based upon the notion of a scintilla temporis cannot have a very powerful grasp on reality. |
| Four Point Garage Ltd v Carter | Not Available | Yes | [1985] 3 All ER 12 | United Kingdom | Cited as authorities that do not support such a reading. |
| Newtons of Wembley Ltd v Williams | Not Available | Yes | [1965] 1 QB 560 | United Kingdom | Cited for the meaning of a mercantile agent in s 25. |
| Re McKerr | Not Available | Yes | [2004] 2 All ER 409 | United Kingdom | Cited for the principle that the courts have always been slow to develop the common law by entering, or re-entering, a field regulated by legislation. |
| Total Network SL v Revenue and Customs Commissioners | Not Available | Yes | [2008] All ER (D) 160 | United Kingdom | Cited for the principle that for the statutory scheme to supersede and displace common law rights and remedies, the statute must positively be shown to be inconsistent with the continuation of the ordinary common law remedy otherwise available. |
| Pordage v Cole | Not Available | Yes | (1669) 1 Wms. Saund. 319 | Not Available | Cited for the intention was to confirm and crystallise the old law. |
| Castle v Playford | Not Available | Yes | (1872) LR 7 Ex 98 | Not Available | Cited to demonstrate that price may therefore be recovered in respect of goods undelivered which remain the seller’s property but are at the buyer’s risk and are destroyed by perils of the seas or by fire. |
| Martineau v Kitching | Not Available | Yes | (1872) LR 7 QB 436 | Not Available | Cited to demonstrate that price may therefore be recovered in respect of goods undelivered which remain the seller’s property but are at the buyer’s risk and are destroyed by perils of the seas or by fire. |
| FG Wilson (Engineering) Ltd v John Holt & Co (Liverpool) Ltd | High Court | Yes | [2012] EWHC 2477 (Comm) | United Kingdom | Cited to support the reasoning that parties had agreed that property in the goods should pass to the appellant when they were delivered to the appellant’s factory in Larne, Northern Ireland, for resale to the Nigerian subsidiary, or at the latest when sold on to the Nigerian subsidiary if that were later. |
| PST Energy 7 Shipping LLC and another v OW Bunker Malta Ltd and another | High Court | Yes | [2015] EWHC 2022 (Comm) | United Kingdom | Cited to support the view that the payment terms were provision for payment to be made within a fixed period after delivery. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Sale of Goods Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Retention of title clause
- Sale of goods
- Unpaid seller
- Property in goods
- Action for price
- SOGA
- Payment Clause
- Proprietary Claims
- Damages Claim
- Price Claim
15.2 Keywords
- Sale of Goods Act
- Retention of Title
- Breach of Contract
- Commercial Law
- Singapore High Court
- Aluminium Ingots
- Unpaid Seller
- Action for Price
16. Subjects
- Contract Law
- Commercial Law
- Sale of Goods
- Retention of Title
17. Areas of Law
- Commercial Law
- Sale of Goods
- Contract Law