Sun Electric v Menrva Solutions: Damages Assessment for Breach of Contract

Sun Electric Pte Ltd and Sun Electric Power Pte Ltd initiated a claim against Menrva Solutions Pte Ltd and Chan Lap Fung Bernard for breach of contract and negligence. Menrva Solutions Pte Ltd counterclaimed against Sun Electric Pte Ltd for breach of contract. The General Division of the High Court, presided over by Justice Vinodh Coomaraswamy, dismissed the plaintiffs' claims except for nominal damages, and allowed Menrva Solutions' counterclaim. The court rectified the contract and assessed damages at $1,495,452.53 plus interest.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for the Defendant in Counterclaim; damages assessed at $1,495,452.53.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Assessment of damages for breach of contract. The court rectified the contract and awarded Menrva Solutions $1,495,452.53 in damages.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sun Electric Pte LtdPlaintiff, Defendant in CounterclaimCorporationDamages awarded againstLost
Sun Electric Power Pte LtdPlaintiffCorporationClaim DismissedLost
Menrva Solutions Pte LtdDefendant, Plaintiff in CounterclaimCorporationCounterclaim AllowedWon
Chan Lap Fung BernardDefendantIndividualClaim DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Vinodh CoomaraswamyJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Lim Chee SanTanLim Partnership
Ng Lip ChihFoo & Quek LLC
Rezvana FairouseNLC Law Asia LLC
Jennifer SiaNLC Law Asia LLC

4. Facts

  1. Sun Electric Pte Ltd engaged Menrva Solutions Pte Ltd for advice on participating in Singapore’s electricity futures market.
  2. The parties entered into a Consultancy Agreement in April 2015.
  3. The Agreement defined 'SE' as Sun Electric Pte Ltd.
  4. The Agreement prescribed fees to be calculated as a percentage of the 'Total Annual Receipt'.
  5. Sun Electric Power Pte Ltd (SEP), a subsidiary of Sun Electric Pte Ltd, participated in the Enhanced Forward Sales Contract Scheme.
  6. SEP entered into contracts for differences (CFDs) as a hedge against the risks of participating in the Scheme.
  7. The EMA made payments under the Scheme to SEP, not Sun Electric Pte Ltd.

5. Formal Citations

  1. Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another, Suit No 200 of 2016 (Assessment of Damages No 6 of 2019), [2021] SGHC 101

6. Timeline

DateEvent
Agreement entered into
SEP entered into seven contracts for differences
SEP entered into seven contracts for differences
Writ date
Liability Judgment issued
Hearing date
Hearing date
Assessment of Damages No 6 of 2019
Plaintiffs’ appeal against judgment was dismissed
Hearing date
Hearing date
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Sun Electric Pte Ltd breached the Consultancy Agreement.
    • Category: Substantive
  2. Contractual Interpretation
    • Outcome: The court interpreted the terms of the Consultancy Agreement, including the definition of 'SE' and the calculation of fees.
    • Category: Substantive
  3. Equitable Rectification
    • Outcome: The court granted equitable rectification of the Consultancy Agreement to reflect the parties' common intention.
    • Category: Substantive
  4. Assessment of Damages
    • Outcome: The court assessed the damages payable by Sun Electric Pte Ltd to Menrva Solutions Pte Ltd for breach of contract.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Negligence

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Energy

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and anotherHigh CourtYes[2018] SGHC 264SingaporeSets out the relationship between the parties and the background to their dispute.
Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and anotherCourt of AppealYes[2019] SGCA 51SingaporeDismissed the plaintiffs’ appeal against the judgment.
Emjay Enterprises Pte Ltd v Skylift Consolidator (Pte) Ltd (Direct Services (HK) Ltd, third party)High CourtYes[2006] 2 SLR(R) 268SingaporeCited to distinguish the entity ground from a limitation of liability clause.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherHigh CourtYes[2015] 5 SLR 1422SingaporeCited for the principle that the court may allow an unpleaded point to be raised where no injustice or irreparable prejudice will be caused to the other party.
Yap Son On v Ding Pei ZhenCourt of AppealYes[2017] 1 SLR 219SingaporeCited for the contextual approach to contractual interpretation.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdCourt of AppealYes[2008] 3 SLR(R) 1029SingaporeCited for the application of the contextual approach to contractual interpretation.
Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd (formerly known as Soup Restaurant (Causeway Point) Pte Ltd)High CourtYes[2015] 5 SLR 1187SingaporeCited for the principle that the court is not free to disregard the parties’ intention as ascertained from the objective evidence.
Oxley Consortium Pte Ltd v Geetex Enterprises Singapore (Pte) LtdHigh CourtYes[2020] SGHC 235SingaporeCited for the principle that the context cannot be used as a pretext to rewrite the text.
Amalgamated Investment & Property Co Ltd (in liq) v Texas Commerce International Bank LtdQueen's BenchYes[1982] QB 84England and WalesCited and distinguished regarding the interpretation of contracts in context.
Edwards Jason Glenn v Australia and New Zealand Banking Group LtdHigh CourtYes[2012] SGHC 61SingaporeCited for the power of the court to correct obvious mistakes in the written expression of the intention of the parties.
Ng Swee Hua v Auston International Group Ltd and anotherHigh CourtYes[2008] SGHC 241SingaporeCited for the elements of common law rectification.
East v Pantiles (Plant Hire) LtdCourt not specifiedYes[1982] 2 EGLR 111England and WalesCited for the elements of common law rectification.
Chartbrook Ltd and another v Persimmon Homes Ltd and anotherHouse of LordsYes[2009] 1 AC 1101England and WalesCited regarding the extension of the first East v Pantiles element.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the meaning of construction.
Soon Kok Tiang and others v DBS Bank Ltd and another matterCourt of AppealYes[2011] 2 SLR 716SingaporeCited for the application of East v Pantiles.
Frederick E Rose (London) Ltd v William H Pim Junior & Co LtdCourt of AppealYes[1953] 2 QB 450England and WalesCited regarding the objective ascertainment of intention.
Swainland Builders Ltd v Freehold Properties LtdCourt not specifiedYes[2002] 2 EGLR 71England and WalesCited for the elements of equitable rectification.
Cold Storage Holdings plc and others v Overseas Assurance Corp Ltd and anotherHigh CourtYes[1988] 1 SLR(R) 255SingaporeCited for the elements of equitable rectification.
Industrial & Commercial Bank Ltd v PD International Pte LtdHigh CourtYes[2003] 1 SLR(R) 382SingaporeCited for the burden of proof in equitable rectification.
FSHC Group Holdings Ltd v GLAS Trust Corporation LtdCourt of AppealYes[2020] 2 WLR 429England and WalesCited regarding the subjective approach to ascertaining the continuing common intention.
Kok Lee Kuen and another v Choon Fook Realty Pte Ltd and othersHigh CourtYes[1996] 3 SLR(R) 182SingaporeCited regarding the objective ascertainment of intention.
MCH International Pte Ltd and others v YG Group Pte Ltd and others and other appealsCourt of AppealYes[2019] 2 SLR 837SingaporeCited regarding the admissibility of subsequent conduct in interpreting a contract.
Simpson Marine (SEA) Pte Ltd v Jiacipto JiaravanonCourt of AppealYes[2019] 1 SLR 696SingaporeCited regarding the admissibility of subsequent conduct in interpreting a contract.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appealCourt of AppealYes[2018] 2 SLR 655SingaporeCited for the principle that damages are intended to put the plaintiff in the position it would have been in had the contract been performed.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Civil Law Act (Cap 43, 1999 Rev Ed) s 12(1)Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 94Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 95Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 97Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 99Singapore
Evidence Act (Cap 97, 1997 Rev Ed) s 105Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Consultancy Agreement
  • Enhanced Forward Sales Contract Scheme
  • Contracts for Differences
  • Total Annual Receipt
  • Market Making Partner
  • Net Positive Payment
  • Investment Percentage
  • Definitive Agreement
  • Fees
  • Rectification

15.2 Keywords

  • breach of contract
  • damages
  • rectification
  • consultancy agreement
  • electricity futures market

17. Areas of Law

Area NameRelevance Score
Contract Law90
Breach of Contract80
Damages75
Equity60
Contracts60
Contractual Interpretation50
Equitable Rectification40
Common Law Rectification40
Civil Procedure30
Estoppel20

16. Subjects

  • Contract Law
  • Damages
  • Rectification