Tecnomar & Associates v SBM Offshore: Breach of Contract Claim & Material Non-Disclosure in Service Out of Jurisdiction Application

The Singapore Court of Appeal dismissed Tecnomar & Associates Pte Ltd's appeal against SBM Offshore N.V., upholding the High Court's decision to set aside the service of a writ and statement of claim out of jurisdiction. The case concerned a breach of contract claim by Tecnomar against SBM Offshore. The court found that Tecnomar had engaged in material non-disclosure during the ex parte application for leave to serve out of jurisdiction and did not have a good arguable case. The Court of Appeal awarded indemnity costs against Tecnomar.

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

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal dismisses appeal due to Tecnomar's material non-disclosure in a breach of contract claim against SBM Offshore. Indemnity costs awarded.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tecnomar & Associates Pte LtdAppellant, PlaintiffCorporationAppeal DismissedLost
SBM Offshore N.V.Respondent, DefendantCorporationAppeal DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Steven ChongJustice of the Court of AppealYes
Woo Bih LiJudge of the Appellate DivisionNo

4. Counsels

Counsel NameOrganization
Nandwani Manoj PrakashGabriel Law Corporation
Gabriel PeterGabriel Law Corporation
Chang Guo En Nicholas Winarta ChandraGabriel Law Corporation
Loh Wai YueIncisive Law LLC
Tan Wee Kheng Kenneth Michael SCKenneth Tan Partnership
Chan Zijian BoazIncisive Law LLC
Alankriti SethiIncisive Law LLC

4. Facts

  1. Tecnomar commenced a suit against SBM Offshore for breach of contract.
  2. The alleged contract involved decontamination, cleaning, and preparation services for the Yetagun FSO vessel.
  3. Tecnomar claimed a contract was formed via a quotation and subsequent email.
  4. SBM Offshore argued the contract was with its subsidiary, South East Shipping Co Ltd (SES).
  5. Tecnomar filed a Leave Application to serve the Writ and SOC out of jurisdiction.
  6. Tecnomar failed to disclose the 11 June Letter from SBM Offshore and SES's solicitors denying SBM was party to any contract with Tecnomar.
  7. Tecnomar failed to disclose that it had brought claims against both SBM Offshore and SES under the same contract in an aborted arbitration.

5. Formal Citations

  1. Tecnomar & Associates Pte Ltd v SBM Offshore N.V., Civil Appeal No 152 of 2020, [2021] SGCA 36

6. Timeline

DateEvent
Tecnomar sent quotation to SBM Offshore.
SBM Offshore replied to quotation.
Tecnomar commenced Suit No 897 of 2019 against SBM Offshore.
Tecnomar filed Summons No 5063 of 2019 seeking leave to serve Writ of Summons out of jurisdiction.
Leave Application granted by way of HC/ORC 6856/2019.
Tecnomar served the Writ and SOC on SBM Offshore in the Netherlands.
SBM Offshore entered appearance in the Suit.
SBM Offshore filed Summons No 5780 of 2019 seeking orders for the Service Order to be discharged.
Mr. Chapman's third affidavit was filed.
The Assistant Registrar granted SUM 5780 and set aside the Service Order.
The High Court Judge dismissed Tecnomar's appeal.
The High Court Judge issued grounds of decision in Tecnomar & Associates Pte Ltd v SBM Offshore NV [2020] SGHC 249.
Court of Appeal heard the appeal.
Court of Appeal dismissed the appeal.

7. Legal Issues

  1. Material Non-Disclosure
    • Outcome: The court found that there was deliberate and systematic material non-disclosure by the appellant in its Leave Application.
    • Category: Procedural
    • Sub-Issues:
      • Wilful suppression of material facts
      • Omission of relevant details
      • Misrepresentation
    • Related Cases:
      • [2014] 3 SLR 1161
  2. Breach of Contract
    • Outcome: The court found that the appellant did not have a good arguable case that it had entered into a contract with the respondent.
    • Category: Substantive
  3. Service Out of Jurisdiction
    • Outcome: The court upheld the decision to set aside the service of the Writ and SOC on the respondent.
    • Category: Procedural
  4. Indemnity Costs
    • Outcome: The court awarded indemnity costs against the appellant due to their unreasonable conduct.
    • Category: Procedural

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Marine
  • Offshore Engineering
  • Oil and Gas

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Manharlal Trikamdas Mody and another v Sumikin Bussan International (HK) LtdHigh CourtYes[2014] 3 SLR 1161SingaporeCited for the principle that the duty of full and frank disclosure extends to facts that may rebut the applicant's claim in an ex parte application.
Tecnomar & Associates Pte Ltd v SBM Offshore NVHigh CourtYes[2020] SGHC 249SingaporeThe High Court decision that was appealed in the present case.
Zoom Communications Ltd v Broadcast Solutions Pte LtdHigh CourtYes[2014] 4 SLR 500SingaporeCited regarding the establishment of a good arguable case in the context of service out of jurisdiction, but the appellant's reliance on it was rejected.
Tay Long Kee Impex Pte Ltd v Tan Beng Huwah (trading as Sin Kwung Wah)High CourtYes[2000] 1 SLR(R) 786SingaporeCited for the principle that it must be a special case for the court to exercise its discretion not to discharge the ex parte order when suppression/non-disclosure was deliberate.
Three Rivers District Council v The Governor and Co of the Bank of England (No 6)High Court of JusticeYes[2006] EWHC 816 (Comm)England and WalesCited for the principle that the test for ordering indemnity costs is unreasonableness, not necessarily conduct attracting moral condemnation.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties)Court of AppealYes[2011] 1 SLR 582SingaporeCited for the principle that costs on an indemnity basis should only be ordered in a special case or where there are exceptional circumstances.

13. Applicable Rules

Rule Name
O 11 r 1 of the Rules of Court
O 12 r 7 of the Rules of Court
O 59 r 27 of the Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R 5, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Material non-disclosure
  • Service out of jurisdiction
  • Indemnity costs
  • Breach of contract
  • Leave Application
  • Purchase Order
  • Yetagun FSO
  • South East Shipping Co Ltd
  • Full and frank disclosure

15.2 Keywords

  • breach of contract
  • material non-disclosure
  • service out of jurisdiction
  • indemnity costs
  • Singapore
  • Court of Appeal
  • SBM Offshore
  • Tecnomar
  • Rules of Court

17. Areas of Law

Area NameRelevance Score
Civil Practice90
Duty of Candour80
Jurisdiction70
Costs60
Contract Law50

16. Subjects

  • Civil Procedure
  • Contract Law