SAR Maritime v PCL Shipping: Brokerage Agreement, Termination, and Commission Dispute
SAR Maritime Agencies (Pvt) Ltd appealed against the decision to dismiss its claim against PCL (Shipping) Pte Ltd for a 1% commission on freight from a coal transportation agreement with Ceylon Shipping Corporation Limited. The Court of Appeal of Singapore dismissed the appeal, finding that while a brokerage agreement existed, it was terminated by mutual consent, and SAR was not the effective cause of the CSCL contracts. The claim was for breach of a brokerage agreement.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding a brokerage agreement for coal transportation. The court dismissed the claim, finding the agreement terminated and SAR not the effective cause.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| SAR Maritime Agencies (Pvt) Ltd | Appellant | Corporation | Appeal Dismissed | Lost | Adrian Tan |
| PCL (Shipping) Pte Ltd | Respondent | Corporation | Appeal Dismissed | Won | Jason Chan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Judge of Appeal | Yes |
| Belinda Ang Saw Ean | Judge | No |
| Quentin Loh | Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Adrian Tan | August Law Corporation |
| Jason Chan | Allen & Gledhill LLP |
4. Facts
- SAR claimed a 1% commission on freight from PCL's coal transport agreement with CSCL.
- A brokerage agreement was signed between SAR and PCL on 8 May 2014.
- PCL terminated SAR's services on 21 May 2014.
- PCL subsequently entered into a contract with CSCL on 28 November 2014.
- SAR commenced action against PCL on 24 May 2017.
- SAR introduced PCL to CSCL.
- PCL engaged another agent, Sathak, after terminating SAR's services.
5. Formal Citations
- SAR Maritime Agencies (Pvt) Ltd v PCL (Shipping) Pte Ltd, Civil Appeal No 161 of 2019, [2020] SGCA 23
6. Timeline
| Date | Event |
|---|---|
| CSCL published an advertisement to invite expressions of interest from shipowners. | |
| Deadline for submission of an EOI. | |
| PCL was invited by CSCL to submit its firm offer. | |
| CSCL held a meeting to open the firm offers. | |
| PCL and SAR signed the Brokerage Agreement. | |
| PCL informed SAR that its services were no longer required. | |
| CSCL wrote to PCL, seeking PCL’s revised proposal. | |
| Revised proposal submitted by Sathak on PCL’s behalf. | |
| PCL entered into the First Contract with CSCL. | |
| The First Contract was replaced with another Contract of Affreightment. | |
| SAR commenced the present action against PCL. | |
| Addendum No 4 extended the contract to this date. | |
| Judgment delivered. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that a binding brokerage agreement existed but was terminated by mutual consent.
- Category: Substantive
- Sub-Issues:
- Termination of contract
- Existence of binding agreement
- Related Cases:
- [2009] 2 SLR(R) 332
- Entitlement to Commission
- Outcome: The court held that SAR was not the effective cause of the CSCL contracts and was therefore not entitled to commission.
- Category: Substantive
- Sub-Issues:
- Effective cause of contract
- Termination of agency
- Related Cases:
- [2017] 1 SLR 546
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Shipping
- Contract Disputes
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | Court of Appeal | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited for the requirements necessary for contractual formation: an identifiable agreement that is complete and certain, consideration, as well as an intention to create legal relations. |
| Goh Lay Khim and others v Isabel Redrup Agency Pte Ltd and another appeal | Court of Appeal | Yes | [2017] 1 SLR 546 | Singapore | Cited for the principle that an agent is entitled to commission if their services were the 'effective cause' of the transaction, even if they did not see the transaction to the end. |
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
- Brokerage Agreement
- Commission
- Effective Cause
- Termination
- Coal Transportation Agreement
- Contract of Affreightment
- Lobbying
- Shipping Agent
15.2 Keywords
- Brokerage
- Commission
- Shipping
- Contract
- Agency
16. Subjects
- Contract Law
- Agency Law
- Shipping Law
- Commercial Dispute
17. Areas of Law
- Contract Law
- Agency Law
- Brokerage Agreement
- Shipping Law