Aquarius Corporation v Haribo Asia Pacific: Breach of Distributorship Agreement & Lost Profits

Aquarius Corporation, a South Korean distributor, sued Haribo Asia Pacific Pte Ltd in Singapore for breach of a distributorship agreement. Aquarius claimed lost profits due to Haribo's failure to deliver orders. The High Court initially found Haribo liable for lost profits until April 30, 2017. Both parties appealed. The Appellate Division dismissed Aquarius' appeal and allowed Haribo's appeal, finding that Aquarius failed to prove the quantum of its alleged lost profits and awarding nominal damages of $1,000.

1. Case Overview

1.1 Court

Appellate Division of the High Court of the Republic of Singapore

1.2 Outcome

Appeal dismissed in part and allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Aquarius sued Haribo for breach of contract. The court dismissed Aquarius' appeal and allowed Haribo's appeal, awarding nominal damages.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Aquarius CorporationAppellant, RespondentCorporationAppeal Dismissed in PartPartial
Haribo Asia Pacific Pte LtdRespondent, AppellantCorporationAppeal Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudge of the Appellate DivisionNo
Quentin LohJudge of the Appellate DivisionYes
Hoo Sheau PengJudge of the High CourtNo

4. Counsels

Counsel NameOrganization
Devathas SatianathanRajah & Tann Singapore LLP
Gregory VijayendranRajah & Tann Singapore LLP
Evelyn ChuaRajah & Tann Singapore LLP
Chou Sean YuWongPartnership LLP
Oh Sheng Loong FrankWongPartnership LLP
Wong Zheng Hui DarylWongPartnership LLP

4. Facts

  1. Haribo Asia Pacific Pte Ltd (HAP) and Aquarius Corporation entered into a distributorship agreement on 23 May 2016.
  2. The agreement granted Aquarius the right to distribute HAP's confectionery products in South Korea.
  3. Aquarius placed several orders with HAP between July and December 2016.
  4. HAP failed to deliver the orders, leading to a dispute.
  5. HAP issued a termination notice on 25 October 2016, which Aquarius disputed.
  6. Aquarius terminated the agreement on 3 February 2017.
  7. HAP sued Aquarius to recover payment for outstanding invoices, and Aquarius counterclaimed for breach of contract.
  8. The Judge found that HAP was liable to Aquarius for lost profits suffered by the latter until 30 April 2017.

5. Formal Citations

  1. Aquarius Corporation v Haribo Asia Pacific Pte Ltd and another appeal, Civil Appeals Nos 1 of 2022 and 2 of 2022, [2022] SGHC(A) 39

6. Timeline

DateEvent
Distributorship agreement entered into
Aquarius discovered parallel imports
HAP issued first termination notice
Aquarius issued cure notice
HAP refuted Aquarius' allegations
Aquarius terminated distributorship agreement
HAP issued second termination notice
End date of HAP's first termination notice
HAP brought Suit 331
Aquarius filed Affidavit of Evidence-in Chief of Ms Teo
HAP filed Affidavit of Evidence-in Chief of Mr Nicholson
Parties filed their Lead Counsel Statements
Parties filed and exchanged the AEICs of their respective factual witnesses
Parties filed their respective Notice of Objections to the contents of the AEICs
First tranche of the trial
Second tranche of the trial
Third tranche of the trial
Judgment reserved
Judgment delivered

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that HAP breached its obligation to deliver the orders but Aquarius failed to prove the quantum of its alleged lost profits.
    • Category: Substantive
    • Sub-Issues:
      • Failure to deliver orders
      • Validity of termination notice
  2. Admissibility of Evidence
    • Outcome: The court found that Aquarius failed to establish the quantum of its alleged lost profits as the primary documents supporting Ms Teo’s calculations were not properly admitted into evidence.
    • Category: Procedural
    • Sub-Issues:
      • Hearsay
      • Business records exception
  3. Duty of Good Faith
    • Outcome: The court found that Aquarius has not shown that HAP breached its duty of good faith under s 242 of the BGB.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Appeals

11. Industries

  • Food and Beverage

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherHigh CourtYes[2015] 5 SLR 1422SingaporeCited regarding the issue of HAP being taken by surprise by Aquarius' claim.
Sudha Natrajan v The Bank of East Asia LtdHigh CourtYes[2017] 1 SLR 141SingaporeCited regarding HAP's reliance on a document that was not taken by HAP in its cross-examination of Mr Hahn.
Brian Ihaea Toki and others v Betty Lena Rewi and anotherSingapore Court of AppealYes[2021] SGCA 37SingaporeCited to distinguish the present case from a case where email was admitted as evidence at trial by a factual witness without any objections.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act 1893 (2020 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Distributorship Agreement
  • Lost Profits
  • Termination Notice
  • Parallel Imports
  • Good Faith
  • Delivery Obligations
  • Pro Forma Invoice
  • Undelivered Portions
  • Cure Notice

15.2 Keywords

  • contract
  • breach
  • distributorship
  • lost profits
  • termination
  • haribo
  • aquarius
  • singapore

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contract Law85
Distributorship Agreement75
Evidence70
Admissibility of evidence65
Commercial Disputes60
Damages50

16. Subjects

  • Contract Law
  • Commercial Dispute
  • Distribution Agreement