BCBC Singapore v PT Bayan Resources: Damages for Breach of Contract in Joint Venture
BCBC Singapore Pte Ltd and Binderless Coal Briquetting Company Pty Limited appealed against the Singapore International Commercial Court's decision regarding damages in their suit against PT Bayan Resources TBK and Bayan International Pte Ltd. The dispute arose from a joint venture that ended acrimoniously, with the respondents found to have breached the contract. The court dismissed the appeal, finding that the appellants had not proven they were entitled to damages or any other remedy, despite the breach of contract.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal on damages for breach of contract in a joint venture. The court dismissed the appeal, finding no recoverable damages despite the breach.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| BCBC Singapore Pte Ltd | Appellant, Plaintiff | Corporation | Appeal Dismissed | Lost | Francis Xavier SC, Chia Xin Ran Alina, Gani Hui Ying Tracy, Tay Bok Chong Alvin |
| Binderless Coal Briquetting Company Pty Limited | Appellant, Plaintiff | Corporation | Appeal Dismissed | Lost | Francis Xavier SC, Chia Xin Ran Alina, Gani Hui Ying Tracy, Tay Bok Chong Alvin |
| PT Bayan Resources TBK | Respondent, Defendant | Corporation | Appeal Dismissed | Won | Davinder Singh s/o Amar Singh SC, Jaikanth Shankar, Tan Ruo Yu, Amarpall Singh, Ayana Ki |
| Bayan International Pte Ltd | Respondent, Defendant | Corporation | Appeal Dismissed | Won | Davinder Singh s/o Amar Singh SC, Jaikanth Shankar, Tan Ruo Yu, Amarpall Singh, Ayana Ki |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Judith Prakash | Justice of the Court of Appeal | No |
| Jonathan Hugh Mance | International Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Francis Xavier SC | Rajah & Tann Singapore LLP |
| Chia Xin Ran Alina | Rajah & Tann Singapore LLP |
| Gani Hui Ying Tracy | Rajah & Tann Singapore LLP |
| Tay Bok Chong Alvin | 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 |
| Amarpall Singh | Davinder Singh Chambers LLC |
| Ayana Ki | Davinder Singh Chambers LLC |
4. Facts
- BCBCS and BR entered into a joint venture to construct a coal processing plant in Tabang, Indonesia.
- BR breached its obligation to supply sub-bituminous coal to KSC, a condition of the JV Deed.
- BCBCS sought damages for wasted expenditure and loss of chance to increase production capacity.
- The SICC ruled against BCBCS, finding they failed to prove they were entitled to damages.
- The relationship between BCBCS and BR deteriorated significantly.
- BR sent a letter to BCBCS purporting to terminate the JV Deed.
- BCBCS treated BR’s letter as a repudiation of the JV Deed and purported to accept such repudiation.
5. Formal Citations
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, Civil Appeal No 10 of 2022, [2023] SGCA(I) 1
- 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, , [2016] 4 SLR 1
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2017] 5 SLR 77
- PT Bayan Resources TBK and another v BCBC Singapore Pte Ltd and another, , [2019] 1 SLR 30
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2019] 3 SLR 1
- BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another, , [2022] SGHC(I) 17
6. Timeline
| Date | Event |
|---|---|
| Respondents learned about the BCB Process and entered into discussions with BCBC. | |
| Joint Venture Deed executed between BCBC and BI. | |
| BCBCS and BR entered into three sets of agreements at various times between April 2007 and December 2010 to extend loans to KSC. | |
| BI sold its 49% share to BR. | |
| BCBC and BI were replaced by BCBCS and BR as the parties to the JV Deed. | |
| KSC, BCBCS and BR executed the PLFA. | |
| BR sent a letter to BCBCS purporting to terminate the JV Deed. | |
| BCBCS responded, treating BR’s letter as a repudiation of the JV Deed and purported to accept such repudiation. | |
| Appellants commenced proceedings against the respondents in the High Court. | |
| Suit was transferred to the SICC. | |
| Judgment was handed down on the first tranche. | |
| The SICC handed down its decision in the Second Tranche Judgment. | |
| The respondents appealed the Second Tranche Judgment, but that appeal was dismissed wholly by this court. | |
| The SICC handed down its decision in the Remittal Judgment. | |
| Hearing date. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the respondents had breached the contract by failing to supply coal, but the appellants failed to prove they suffered damages as a result.
- Category: Substantive
- Sub-Issues:
- Wrongful Termination
- Failure to Supply Coal
- Damages Assessment
- Outcome: The court determined that the appellants were not entitled to damages for wasted expenditure or loss of chance.
- Category: Substantive
- Sub-Issues:
- Wasted Expenditure
- Loss of Chance
- Interpretation of Contractual Clauses
- Outcome: The court interpreted the Subordination Letter and unanimous consent clause in the JV Deed, finding they did not preclude the respondents from winding up KSC.
- Category: Substantive
- Sub-Issues:
- Subordination Letter
- Unanimous Consent Clause
8. Remedies Sought
- Monetary Damages
- Wasted Expenditure
- Loss of Chance
9. Cause of Actions
- Breach of Contract
- Repudiation 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 | [2022] SGHC(I) 2 | Singapore | The current appeal is against the decision of this case, which determined that the appellants were not entitled to damages despite the respondent's breach of contract. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2016] 4 SLR 1 | Singapore | First Tranche Judgment, which determined issues of liability. No appeal was brought against this judgment. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2017] 5 SLR 77 | Singapore | Second Tranche Judgment, which was appealed but dismissed by the court. |
| PT Bayan Resources TBK and another v BCBC Singapore Pte Ltd and another | Court of Appeal | Yes | [2019] 1 SLR 30 | Singapore | Second Tranche Appeal Judgment, which dismissed the appeal against the Second Tranche Judgment and remitted an issue to the SICC. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2019] 3 SLR 1 | Singapore | Remittal Judgment, which was appealed but dismissed without written grounds. |
| Tembusu Growth Fund Ltd v ACTAtek, Inc and others | High Court | Yes | [2018] 4 SLR 1213 | Singapore | Cited for the principle that a loss of chance claim requires the appellants to show that BR was obliged under the JV Deed to proceed with such expansion. |
| Foo Peow Yong Douglas v ERC Prime II Pte Ltd and another appeal and other matters | N/A | Yes | [2018] 2 SLR 1337 | Singapore | Cited for principles on adducing additional evidence on appeal. |
| BNX v BOE | N/A | Yes | [2018] 2 SLR 215 | Singapore | Cited for principles on adducing additional evidence on appeal. |
| iVenture Card Ltd and others v Big Bus Singapore City Sightseeing Pte Ltd and others | N/A | Yes | [2022] 1 SLR 302 | Singapore | Cited for principles on adducing additional evidence on appeal. |
| Ng Koon Yee Mickey v Mah Sau Cheong | High Court | Yes | [2022] SGHC(A) 33 | Singapore | Cited for principles on a duty to co-operate. |
| BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and another | Singapore International Commercial Court | Yes | [2022] SGHC(I) 17 | Singapore | Cited for the Costs Judgment. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Joint Venture Deed
- BCB Process
- Tabang Plant
- Subordination Letter
- Priority Loan Funding Agreement
- Commercial Production
- Wasted Expenditure
- Coal Supply Obligations
- Repudiation
- Winding Up
15.2 Keywords
- breach of contract
- joint venture
- damages
- coal
- winding up
- repudiation
16. Subjects
- Contract Law
- Commercial Dispute
- Joint Venture Agreement
- Damages Assessment
17. Areas of Law
- Contract Law
- Commercial Law
- International Commercial Law
- Joint Ventures
- Civil Procedure