CIMB Bank Berhad v World Fuel Services: Assignment of Rights, Debenture Authenticity & Set-Off

CIMB Bank Berhad, the Plaintiff, sued World Fuel Services (Singapore) Pte Ltd, the Defendant, in the High Court of Singapore, on June 9, 2020, claiming sums under a deed of debenture. CIMB claimed rights under invoices and sales confirmations assigned to it by Panoil Petroleum Pte Ltd. WFS denied the authenticity of the debenture and claimed rights of set-off. The court, presided over by Judicial Commissioner Dedar Singh Gill, dismissed CIMB's claims, finding that CIMB failed to prove the authenticity of the debenture.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Claims dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

CIMB Bank Berhad sues World Fuel Services for sums under a debenture. The court dismissed CIMB's claims due to failure to prove the debenture's authenticity.

1.7 Decision Date

8 June 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
CIMB Bank Berhad	Plaintiff	Corporation	Claim Dismissed	Lost	Chan Kia Pheng, Samuel Lee Jia Wei, Tan Jia Hui
World Fuel Services (Singapore) Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Nair Suresh Sukumaran, Bryan Tan Tse Hsien, Bhatt Chantik Jayesh

3. Judges

Judge Name	Title	Delivered Judgment
Dedar Singh Gill	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Chan Kia Pheng	LVM Law Chambers LLC
Samuel Lee Jia Wei	LVM Law Chambers LLC
Tan Jia Hui	LVM Law Chambers LLC
Nair Suresh Sukumaran	PK Wong & Nair LLC
Bryan Tan Tse Hsien	PK Wong & Nair LLC
Bhatt Chantik Jayesh	PK Wong & Nair LLC

4. Facts

CIMB Bank Berhad claimed against World Fuel Services (Singapore) Pte Ltd for sums under a deed of debenture.
The Debenture assigned to CIMB rights under 11 invoices issued by Panoil Petroleum Pte Ltd and 11 sales confirmations issued by Panoil.
The Sales Documents related to 11 separate sales of marine fuel oil by Panoil to WFS.
Panoil was placed under judicial management on 2 October 2017 and has since been wound up.
CIMB issued WFS a notice of assignment on 29 August 2017 of its rights under the Debenture.
WFS denied the authenticity of the Debenture and maintained that the Debenture did not assign Panoil’s rights under the Sales Documents to CIMB.
WFS claimed that the Subject Transactions were covered by the Umbrella Contracts and/or the 2014 Offset Agreement, under which WFS had rights of set-off exercisable against Panoil.

5. Formal Citations

CIMB Bank BhdvWorld Fuel Services (Singapore) Pte Ltd, Suit No 184 of 2018, [2020] SGHC 117

6. Timeline

Date	Event
2016-06-29	Facility Letter dated
2016-07-15	Deed of Debenture dated
2017-08-01	CIMB discovered Panoil was in financial trouble
2017-08-29	CIMB issued WFS a notice of assignment
2017-10-02	Panoil was placed under judicial management
2018-02-22	CIMB sought to exercise its rights as the legal assignee under the Debenture against WFS
2019-10-29	Trial commenced
2020-06-09	Judgment reserved

7. Legal Issues

Authenticity of Debenture
- Outcome: The court held that CIMB failed to prove the authenticity of the Debenture.
- Category: Substantive
Assignment of Rights
- Outcome: The court found that the language of cl 3.1(e) is sufficiently wide to include Panoil’s rights under the Sales Documents.
- Category: Substantive
Contractual Interpretation
- Outcome: The court found that the Subject Transactions were governed by the 11 Panoil Sales Confirmations.
- Category: Substantive
Right of Set-Off
- Outcome: The court held that WFS had no rights of set-off under the Umbrella Contracts and, in any case, any rights of set-off under the Umbrella Contracts (or the 2014 Offset Agreement) are superseded by cl 8.2 of Panoil’s Terms and Conditions, which is incorporated in each of the 11 Panoil Sales Confirmations.
- Category: Substantive
Proof of Loss
- Outcome: The court held that there is no need for CIMB to establish that it has suffered “loss”, so long as it is entitled to exercise the assigned rights under the Debenture without any corresponding right of set-off by WFS.
- Category: Substantive

8. Remedies Sought

Monetary Damages
Late Payment Interest

9. Cause of Actions

Breach of Contract
Assignment of Rights under Debenture

10. Practice Areas

Commercial Litigation
Banking Litigation

11. Industries

Banking
Fuel
Shipping

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals	Court of Appeal	Yes	[2006] 3 SLR(R) 769	Singapore	Established principles relating to the proof of documents, including the need to comply with the Evidence Act and the general principle that a party wishing to admit documents into evidence must comply with the provisions of the Evidence Act.
Jet Holding and others v Cooper Cameron (Singapore) Pte Ltd	High Court	Yes	[2005] 4 SLR(R) 417	Singapore	The mere production of the original document is not sufficient to prove what it purports to be.
Yeoh Wee Liat v Wong Lock Chee and another suit	N/A	Yes	[2013] 4 SLR 508	Singapore	A party challenging the authenticity of a document requires the other party to produce the original and prove that the signature thereon was in fact that of the alleged signatory.
Raman Subbalakshmi Krishan v Indian Overseas Bank	High Court	Yes	[1994] SGHC 8	Singapore	The bank bore the burden of proof and called a senior scientific officer of the Department of Scientific Services. The officer examined the signatures on various documents, and ultimately concluded that the plaintiff had signed the letters.
Bank of India v Dr Pravinchand P Shah	High Court	Yes	[1994] SGHC 276	Singapore	Section 69 of the EA does not prescribe the mode of proving the authenticity of a signature, and that the signature may be proved other than by direct evidence.
Chua Kim Eng Carol v The Great Eastern Life Assurance	High Court	Yes	[1998] SGHC 403	Singapore	The court should not compare signatures under s 75(1) of the EA especially when more direct evidence is available.
Super Group Ltd v Mysore Nagaraja Kartik	High Court	Yes	[2018] SGHC 192	Singapore	Authenticity is a necessary condition of admissibility.
Orion-One Development Pte Ltd (in liquidation) v Management Corporation Strata Title Plan No 3556 (suing on behalf of itself and all subsidiary proprietors of Northstar @ AMK) and another appeal	Court of Appeal	Yes	[2019] 2 SLR 793	Singapore	Definition of hearsay evidence.
R1 International Pte Ltd v Lonstroff AG	N/A	Yes	[2015] 1 SLR 521	Singapore	The law applies an objective approach to questions of contractual formation.
Yap Son On v Ding Pei Zhen	N/A	Yes	[2017] 1 SLR 219	Singapore	In interpreting a contract, it is the parties’ objectively ascertained intentions that are relevant, not their subjective intentions.
Avra Commodities Pte Ltd v China Coal Solution (Singapore) Pte Ltd	High Court	Yes	[2019] SGHC 287	Singapore	An acceptance of an offer is the final and unqualified expression of assent to the terms of an offer.
Pan-United Shipping Pte Ltd v Cummins Sales and Services Singapore Pte Ltd	High Court	Yes	[2017] SGHC 198	Singapore	In a classic “battle of the forms” scenario, the “last shot” must be a counter-offer in order to destroy the original offer and constitute the new terms on which an agreement is formed.
Butler Machine Tool Co Ltd v Ex-Cell-O Corporation (England) Ltd	N/A	Yes	[1979] 1 WLR 401	England	Leading decision on “battle of the forms”.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	The court would examine each “shot” which was “fired” by the respective parties, and only find a concluded agreement when a final and unqualified acceptance has been made.
Tekdata Interconnections Ltd v Amphenol Ltd	N/A	Yes	[2010] 1 Lloyd’s Rep 357	N/A	Where A makes an offer on its conditions and B accepts that offer on its conditions and performance follows without more, the correct analysis is that there is a contract on B’s conditions.
Doka Formwork Pte Ltd v Grandbuild Construction Pte Ltd	High Court	Yes	[2016] SGHC 248	Singapore	The law permits a departure from the general rule of pleadings where no irreparable prejudice would be caused to the other party or where it would be clearly unjust for the court not to do so.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another	Court of Appeal	Yes	[2015] 5 SLR 1522	Singapore	The court has a “degree of discretion in allowing parties to rely on points that were not expressly or specifically pleaded”.
Wartsila Singapore Pte Ltd v Lau Yew Choong and another suit	High Court	Yes	[2017] 5 SLR 718	Singapore	One of the methods of incorporating terms is by reasonable notice.
Circle Freight International Ltd (T/A Mogul Air) v Medeast Gulf Experts Ltd (T/A Gulf Export)	English Court of Appeal	Yes	[1988] 2 Lloyd’s Law Reports 427	England	It is not necessary to the incorporation of trading terms into a contract that they should be specifically set out provided that they are conditions in common form or usual terms in the relevant business.
Sintalow Hardware Pte Ltd v OSK Engineering Pte Ltd	Court of Appeal	Yes	[2017] 2 SLR 372	Singapore	The more specific document ought to prevail over a standard form document.
Indian Oil Corporation v Vanol Inc	N/A	Yes	[1991] 2 Lloyd’s Rep 634	N/A	Where there is no order of precedence clause stipulating the hierarchy between contractual documents, the terms of the sales contract, which contained the specifically agreed clause, take precedence over a clause incorporated by reference to the general terms and conditions.
BP Singapore Pte Ltd v Jurong Aromatics Corp Pte Ltd (receivers and managers appointed) and others and another matter	Court of Appeal	Yes	[2020] 1 SLR 627	Singapore	The right of equitable set-off applies where there is a close relationship or connection between the dealings and the transactions which give rise to the respective claims, such that it would offend one’s sense of fairness or justice to allow one claim to be enforced without regard to the other.
Abdul Salam Asanaru Pillai (trading as South Kerala Cashew Exporters) v Nomanbhoy & Sons Pte Ltd	N/A	Yes	[2007] 2 SLR(R) 856	Singapore	The right of equitable set-off applies where there is a close relationship or connection between the dealings and the transactions which give rise to the respective claims, such that it would offend one’s sense of fairness or justice to allow one claim to be enforced without regard to the other.
Pacific Rim Investments Pte Ltd v Lam Seng Tiong	Court of Appeal	Yes	[1995] 2 SLR(R) 643	Singapore	The exercise of an equitable set-off is permitted only if equitable considerations support such an exercise.
Federal Commerce & Navigation Co Ltd v Molena Alpha Inc	English Court of Appeal	Yes	[1978] QB 927	England	It is only cross-claims that arise out of the same transaction or are closely connected with it. And it is only cross-claims which go directly to impeach the plaintiff’s demands, that is, so closely connected with his demands that it would be manifestly unjust to allow him to enforce payment without taking into account the cross-claim.
Koh Lin Yee v Terrestrial Pte Ltd and another appeal	Court of Appeal	Yes	[2015] 2 SLR 497	Singapore	Parties can agree to contract out of an equitable right of set-off.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 27 r 4(2)

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 75(1)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 69(1)	Singapore
Evidence Act s 32(1)(b)(iv)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Debenture
Sales Documents
Panoil Invoices
Sales Confirmations
Set-off
Assignment
Umbrella Contracts
2014 Offset Agreement
Authenticity
Bunkering Industry

15.2 Keywords

Debenture
Assignment
Set-off
Contract
Banking
Singapore
Commercial Litigation

16. Subjects

Banking
Contract Law
Civil Procedure
Evidence

17. Areas of Law

Banking Law
Contract Law
Evidence Law
Civil Procedure