BCBC Singapore Pte Ltd v PT Bayan Resources TBK: Costs Allocation in Joint Venture Dispute
In a dispute before the Singapore International Commercial Court (SICC), BCBC Singapore Pte Ltd and Binderless Coal Briquetting Company Pty Ltd (Plaintiffs) sued PT Bayan Resources TBK and Bayan International Pte Ltd (Defendants) for breach of contract related to a joint venture to exploit coal upgrading technology. The court (Quentin Loh JAD, Vivian Ramsey IJ, and Anselmo Reyes IJ) found in favor of the Defendants, dismissing the Plaintiffs' claims for damages. Despite the Plaintiffs succeeding on liability issues in earlier tranches, they failed to prove causation of loss and quantum in the final tranche. The court ordered the Plaintiffs to pay the Defendants' costs and disbursements, subject to a 40% reduction to reflect the Plaintiffs' success on certain issues.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Judgment for Defendants; Plaintiffs to pay costs and disbursements, subject to a 40% reduction.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
SICC judgment on costs allocation in a joint venture dispute. Plaintiffs won on liability but failed on causation and quantum, resulting in a split costs award.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| BCBC Singapore Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Francis Xavier s/o Subramaniam Xavier Augustine SC, Chia Xin Ran Alina, Gani Hui Ying Tracy |
| Binderless Coal Briquetting Company Pty Limited | Plaintiff | Corporation | Claim Dismissed | Lost | Francis Xavier s/o Subramaniam Xavier Augustine SC, Chia Xin Ran Alina, Gani Hui Ying Tracy |
| PT Bayan Resources TBK | Defendant | Corporation | Judgment for Defendant | Won | Davinder Singh s/o Amar Singh SC, Jaikanth Shankar, Tan Ruo Yu, Rajvinder Singh Chahal, Amarpall Singh |
| Bayan International Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Davinder Singh s/o Amar Singh SC, Jaikanth Shankar, Tan Ruo Yu, Rajvinder Singh Chahal, Amarpall Singh |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Judge of the Appellate Division | Yes |
| Vivian Ramsey | International Judge | No |
| Anselmo Reyes | International Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Francis Xavier s/o Subramaniam Xavier Augustine SC | Rajah & Tann Singapore LLP |
| Chia Xin Ran Alina | Rajah & Tann Singapore LLP |
| Gani Hui Ying Tracy | Rajah & Tann Singapore LLP |
| Davinder Singh s/o Amar Singh SC | Davinder Singh Chambers LLC |
| Jaikanth Shankar | Davinder Singh Chambers LLC |
| Tan Ruo Yu | Davinder Singh Chambers LLC |
| Rajvinder Singh Chahal | Davinder Singh Chambers LLC |
| Amarpall Singh | Davinder Singh Chambers LLC |
4. Facts
- BCBC and BI executed a joint venture deed in June 2006 to construct a coal briquette processing plant.
- PT Kaltim Supacoal (KSC) was incorporated in January 2007 as the joint venture company.
- In October 2008, BI sold its shares in KSC to BR.
- In 2009, BCBCS and BR were substituted for BCBC and BI as parties to the JV Deed.
- Disagreements arose between BCBCS and BR by November 2011.
- Plaintiffs claimed BR breached obligations to provide funding and procure coal supply to KSC.
- Defendants denied obligations and claimed illegality due to Indonesian regulations.
- The Tabang Plant would have achieved nameplate capacity by June 2012.
- BR would have applied to wind up KSC before 2028.
- KSC’s likely cash flow would not have covered BCBCS’s wasted expenditure.
5. Formal Citations
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, Suit No 1 of 2015, [2022] SGHC(I) 17
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2016] 4 SLR 1
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2017] 5 SLR 77
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2022] SGHC(I) 2
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2019] 3 SLR 1
- CBX and another v CBZ and others, , [2022] 1 SLR 88
6. Timeline
| Date | Event |
|---|---|
| BCBC and BI executed a joint venture deed. | |
| PT Kaltim Supacoal (KSC) was incorporated. | |
| BI sold its shares in KSC to BR. | |
| Deed of Novation substituted BCBCS and BR for BCBC and BI as parties to the JV Deed. | |
| Disagreements arose between BCBCS and BR. | |
| Plaintiffs commenced an action in the High Court against the defendants. | |
| BR issued a notice to terminate the joint venture. | |
| BCBCS accepted BR’s repudiatory conduct, ending the joint venture. | |
| Action transferred to the SICC and renumbered SIC/S 1/2015. | |
| SIC/SUM 5/2016 filed. | |
| SIC/SUM 11/2016 filed. | |
| SIC/SUM 63/2019 filed. | |
| SIC/SUM 7/2020 filed. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that BR breached its coal supply obligations and wrongfully repudiated the JV Deed.
- Category: Substantive
- Sub-Issues:
- Wrongful repudiation
- Failure to supply coal
- Failure to provide funding
- Causation of Loss
- Outcome: The court found that BCBCS would not have recouped its wasted expenditure and dismissed the claim for damages for the loss of a chance.
- Category: Substantive
- Sub-Issues:
- Wasted expenditure
- Loss of a chance
- Assessment of Costs
- Outcome: The court ordered the Plaintiffs to pay the Defendants' costs and disbursements, subject to a 40% reduction.
- Category: Procedural
- Sub-Issues:
- Issue-based approach
- Reasonable costs
- Apportionment of costs
8. Remedies Sought
- Monetary Damages
- Wasted Expenditure
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- International Arbitration
11. Industries
- Energy
- Mining
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2016] 4 SLR 1 | Singapore | Sets out the facts of the case and the court's findings in Tranche 1 regarding the parties' contractual obligations. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2017] 5 SLR 77 | Singapore | Sets out the court's findings in Tranche 2 regarding the breach of coal supply obligations and wrongful repudiation of the JV Deed. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2022] SGHC(I) 2 | Singapore | Sets out the court's findings in Tranche 3 regarding damages and quantum, including the Tabang Plant's potential capacity and the dismissal of the plaintiffs' claims. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2019] 3 SLR 1 | Singapore | Deals with the remitted issue of BCBCS's ability to fund KSC unilaterally until June 2012. |
| CBX and another v CBZ and others | Court of Appeal | Yes | [2022] 1 SLR 88 | Singapore | Provides guidance on the assessment of costs for cases transferred from the High Court to the SICC. |
| Senda International Capital Ltd v Kiri Industries Ltd | Court of Appeal | Yes | [2022] SGCA(I) 10 | Singapore | Endorses the SICC's reasoning on the costs recovery scheme under O 110 r 46 and the considerations for assessing costs in the SICC. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2022] 3 SLR 174 | Singapore | Discusses the costs regime under O 110 r 46 and the policy considerations for enhancing access to justice in the SICC. |
| Lao Holdings NV v Government of the Lao People’s Democratic Republic and another matter | Singapore International Commercial Court | Yes | [2022] SGHC(I) 6 | Singapore | Discusses the costs regime under O 110 r 46 and the policy considerations for enhancing access to justice in the SICC. |
| Comfort Management Pte Ltd v OGSP Engineering Pte Ltd and another | High Court | Yes | [2022] SGHC 77 | Singapore | Discusses the determination of the successful party and the court's discretion in awarding costs. |
| HLB Kidsons (A Firm) v Lloyds Underwriters subscribing to Lloyds Policy No 621/PKID00101 & Others | English High Court | Yes | [2007] EWHC 2699 (Comm) | England and Wales | Discusses the determination of the successful party in litigation. |
| A L Barnes Ltd v Time Talk (UK) Ltd | English Court of Appeal | Yes | [2003] EWCA Civ 402 | England and Wales | Discusses the determination of the successful party in litigation. |
| Khng Thian Huat and another v Riduan bin Yusof and another | High Court | Yes | [2005] 1 SLR(R) 130 | Singapore | Discusses the issue-based approach to costs assessment. |
| Element Six Technologies Ltd v Ila Technologies Pte Ltd | High Court | Yes | [2020] SGHC 140 | Singapore | Discusses the issue-based approach to costs assessment in patent infringement cases. |
| Summit Property Ltd v Pitmans (a firm) | English Court of Appeal | Yes | [2001] EWCA Civ 2020 | England and Wales | Discusses the issue-based approach to costs assessment. |
| Progress Software Corp (S) Pte Ltd v Central Provident Fund Board | Court of Appeal | Yes | [2003] 2 SLR(R) 156 | Singapore | Emphasizes that the general rule of a successful party being entitled to costs does not cease to apply merely because the latter has not won on every issue. |
| CPIT Investments Ltd v Qilin World Capital Ltd and another | Singapore International Commercial Court | Yes | [2018] 4 SLR 38 | Singapore | Emphasizes that a party claiming costs should provide a sufficient breakdown of those costs. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (2014 Rev Ed) |
| O 110 r 46 of the Rules of Court (2014 Rev Ed) |
| O 59 of the Rules of Court (2014 Rev Ed) |
| O 59 r 6A of the Rules of Court 2014 |
| Rule 44.3(2) of the UK Civil Procedure Rules 1998 (No 3132) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Australian Corporations Act 2001 (Cth) | Australia |
15. Key Terms and Keywords
15.1 Key Terms
- Joint Venture Deed
- Tabang Plant
- Nameplate Capacity
- BCB Process
- Coal Supply Obligation
- HBA Regulations
- Wasted Expenditure
- SIC 1
- Pre-Transfer Costs
- Post-Transfer Costs
15.2 Keywords
- costs
- SICC
- joint venture
- breach of contract
- coal
- litigation
- damages
- disbursements
16. Subjects
- Costs
- Civil Procedure
- Commercial Dispute
- Joint Venture
17. Areas of Law
- Civil Procedure
- Contract Law
- Commercial Law
- Arbitration Law