Konica Minolta v NPE Print: Breach of Contract & Defective Printing Machine

Konica Minolta Business Solutions Asia Pte Ltd ("Konica") sued NPE Print Communications Pte Ltd (“NPE”) in the General Division of the High Court of Singapore for breach of contract, seeking payment for the balance of the purchase price of a KM-1 printer and accrued click charges. NPE counterclaimed for damages, alleging misrepresentation or breach of contract due to the printer's malfunctioning. The court, presided over by Goh Yihan JC, found that the agreement between the parties included not only the KM-1 Order Form but also the KM-1 Proposal and an oral agreement regarding payment terms. The court dismissed Konica's claim for the balance sum, finding that commissioning of the printer, a condition for payment, never occurred. The court awarded NPE damages of $894,910 for Konica's breach of contract and directed further submissions on the quantum of click charges Konica was entitled to.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Defendant in Counterclaim; Partial Judgment for Plaintiff on Click Charges

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Konica Minolta sued NPE Print for breach of contract over a malfunctioning KM-1 printer. The court awarded damages to NPE for Konica's breach.

1.7 Decision Date

16 May 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Konica Minolta Business Solutions Asia Pte Ltd	Plaintiff, Defendant in Counterclaim	Corporation	Claim for Balance Sum Dismissed	Lost	Chua Yuet Min Matthew of David Ong & Co. Ong Lian-Yi Gregory of David Ong & Co.
NPE Print Communications Pte Ltd	Defendant, Plaintiff in Counterclaim	Corporation	Damages Awarded	Won	Farahna Alam of Withers KhattarWong LLP Deborah Evaline Barker of Withers KhattarWong LLP Beitris Yong Pei Juan of Withers KhattarWong LLP

3. Judges

Judge Name	Title	Delivered Judgment
Goh Yihan	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Chua Yuet Min Matthew	David Ong & Co.
Ong Lian-Yi Gregory	David Ong & Co.
Farahna Alam	Withers KhattarWong LLP
Deborah Evaline Barker	Withers KhattarWong LLP
Beitris Yong Pei Juan	Withers KhattarWong LLP

4. Facts

Konica is a supplier of printing machinery, including the Accurio Jet KM-1 printer.
NPE is a commercial printing company interested in food packaging and on-demand printing.
NPE purchased a KM-1 printer from Konica for $1,658,500.
The KM-1 Order Form did not specify when the balance sum was due.
NPE experienced persistent problems with the KM-1 printer after installation.
Konica sent a 'Tiger Team' to troubleshoot the KM-1, but issues persisted.
The KM-1 printer completely broke down, and Konica shut it down.
The KM-1 never achieved the promised printing speed of 3,000 sheets per hour.
The KM-1 was incompatible with sticky papers.

5. Formal Citations

Konica Minolta Business Solutions Asia Pte Ltd v NPE Print Communications Pte Ltd, Suit No 254 of 2020, [2023] SGHC 144

6. Timeline

Date	Event
2018-06-01	NPE expressed interest in purchasing a KM-1 printer.
2018-07-01	Konica's salesperson, Mr. Lewis Lim, introduced the KM-1 to NPE's managing director, Mr. Francis Chia.
2018-09-06	Proposal Cover Letter stated that Mr Francis Chia visited Japan to evaluate the KM-1’s print quality and capabilities.
2018-09-20	NPE sent materials to Konica Japan for test printing on two-sided polyethylene coated paper.
2018-10-01	Mr. Lewis Lim sent Mr. Francis Chia the test print samples from Japan.
2018-10-29	Mr. Lewis Lim presented a written proposal in respect of the KM-1 to Mr. Francis Chia.
2018-11-02	Konica presented the KM-1 Order Form to NPE for the purchase of the KM-1 at $1,658,500, including taxes.
2018-12-01	NPE carried out customisation works at their premises to house the KM-1.
2019-01-19	Components of the KM-1 were delivered to NPE’s premises.
2019-03-04	Installation of the KM-1 by Konica’s engineers was completed.
2019-03-04	Konica requested NPE to sign the Completion of Installation form.
2019-03-29	Konica sent its invoice to NPE for the full purchase price of KM-1.
2019-04-04	NPE made a payment of $100,000 in fulfilment of the Down Payment.
2019-04-01	A WhatsApp chat group was created between representatives from Konica and NPE.
2019-08-06	NPE made a payment of $231,700 in fulfilment of the Down Payment.
2020-01-01	Konica informed NPE that Konica would be sending a “Tiger Team” to address the issues with KM-1.
2020-01-29	Konica’s Tiger Team visited NPE to troubleshoot the KM-1.
2020-02-07	Konica’s Tiger Team visited NPE to troubleshoot the KM-1.
2020-04-07	NPE faced a complete breakdown of the KM-1.
2020-04-08	Konica initially sent NPE a quotation of $428.00 for services to be rendered in relation to assistance sought for the complete breakdown.
2020-04-14	Konica sent NPE a different quotation in the sum of $60,512.83 for the same services.
2020-04-20	Konica’s technicians attended at NPE’s premises and carried out a complete shutdown of the KM-1.
2020-04-21	NPE’s solicitors wrote to Konica’s solicitors requesting that the KM-1 be removed from NPE’s premises.
2022-11-08	Trial began.
2022-11-23	Trial concluded.
2023-02-24	Further arguments heard.
2023-05-17	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that Konica breached the contract by failing to deliver a printer that met the agreed-upon specifications and by failing to commission the printer.
- Category: Substantive
- Sub-Issues:
  - Failure to perform condition precedent
  - Failure to meet specifications
  - Breach of implied terms
Incorporation of Terms
- Outcome: The court held that the parties' agreement included not only the KM-1 Order Form but also the KM-1 Proposal and an oral agreement regarding payment terms.
- Category: Substantive
- Sub-Issues:
  - Incorporation by reference
  - Oral agreement
  - Entire agreement clause
Exclusion Clause
- Outcome: The court found that the exclusion clause in the KM-1 Order Form was unreasonable and therefore ineffective under the Unfair Contract Terms Act 1977.
- Category: Substantive
- Sub-Issues:
  - Reasonableness
  - Unfair Contract Terms Act

8. Remedies Sought

Monetary Damages
Rescission of Contract

9. Cause of Actions

Breach of Contract
Misrepresentation

10. Practice Areas

Commercial Litigation

11. Industries

Printing
Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Cited for the principles in determining whether contracting parties intended that a document contains all the terms of their agreement.
R1 International Pte Ltd v Lonstroff AG	Court of Appeal	Yes	[2015] 1 SLR 521	Singapore	Cited for the objective approach towards questions dealing with the incorporation of terms.
Bestland Development Pte Ltd v Thasin Development Pte Ltd	High Court	Yes	[1991] SGHC 27	Singapore	Cited for the principle that a praise by a man of his own goods or undertaking is a matter of puffing and pushing and does not amount to a representation.
Deutsche Bank AG v Chang Tse Wen and another appeal	Court of Appeal	Yes	[2013] 4 SLR 886	Singapore	Cited for the principle that statements must be properly evaluated in light of the degree or obviousness of its untruth, the circumstances of its making and, in particular, the expertise and knowledge attributable to the person to whom it is made.
Dick Bentley Productions Ltd v Harold Smith (Motors) Ltd	English Court of Appeal	Yes	[1965] 1 WLR 623	England and Wales	Cited for the principle that if a representation is made in the course of dealings for a contract for the very purpose of inducing the other party to act upon it, and actually inducing him to act upon it, by entering into the contract, that is prima facie ground for inferring that it was intended as a warranty.
Anti-Corrosion Pte Ltd v Berger Paints Singapore Pte Ltd and another appeal	Court of Appeal	Yes	[2012] 1 SLR 427	Singapore	Cited for the principle of whether certain assurances given by the respondent to the appellant in respect of a purchase of paint were “contractual terms or non-binding representations merely intended to induce the other party to enter into the contract without imposing any responsibility for breach of contract”
Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another	Court of Appeal	Yes	[2008] 2 SLR(R) 623	Singapore	Cited for the principle that a plaintiff claiming damages must prove its loss.
Sunny Metal & Engineering Pte Ltd v Ng Khim Ming Eric	Court of Appeal	Yes	[2007] 3 SLR(R) 782	Singapore	Cited for the principle that the breach of contract in question must have in fact caused the alleged damage for which damages are sought.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal	Court of Appeal	Yes	[2018] 2 SLR 655	Singapore	Cited for the principle that the general aim of damages for breach of contract is to compensate the non-breaching party and such compensatory damages are generally assessed by reference to the non-breaching party’s pecuniary loss.
Hong Fok Reality Pte Ltd v Bima Investment Pte Ltd and another appeal	Court of Appeal	Yes	[1992] 2 SLR(R) 834	Singapore	Cited for the principle that compensation in the form of an award of damages aims to place the non-breaching party in the same position as if the contract had been performed.
Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd	Court of Appeal	Yes	[2016] 2 SLR 1056	Singapore	Cited for the definition of expectation loss and reliance loss.
JSD Corp Pte Ltd v Tri-Line Express Pte Ltd	High Court	Yes	[2022] SGHC 227	Singapore	Cited for the principle that the measure of damages sought to be recovered must satisfy the objective conception of reasonableness if the cost of cure greatly exceeds the diminution in value, if any.
Ruxley Electronics and Constructions Ltd v Forsyth	House of Lords	Yes	[1995] 3 WLR 118	United Kingdom	Cited for the principle that one factor in assessing reasonableness is whether the cost of cure would be “out of all proportion to the good to be obtained”.
Van Der Horst Engineering Pte Ltd v Rotol Singapore Ltd	High Court	Yes	[2006] 2 SLR(R) 586	Singapore	Cited for the principle that an award of damages to compensate the expectation loss of NPE would already have taken into account the costs and expenses incurred in reliance of the KM-1 Agreement being fully performed.
Darwish M K F Al Gobaishi v House of Hung Pte Ltd	High Court	Yes	[1995] 1 SLR(R) 623	Singapore	Cited for the principle that where goods are described by the contract, and the buyer contracts in reliance on that description, this amounts to a sale by description.
Radford v De Froberville	English High Court	Yes	[1977] 1 WLR 1262	England and Wales	Cited for the principle that the claimant is seeking compensation for a genuine loss and not merely using a technical breach to secure an uncovenanted profit.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Sale of Goods Act 1979	Singapore
Unfair Contract Terms Act 1977	Singapore

15. Key Terms and Keywords

15.1 Key Terms

KM-1
Click Charges
Commissioning
Down Payment
KM-1 Order Form
KM-1 Proposal
Tiger Team
Function Confirmation
Balance Sum

15.2 Keywords

breach of contract
printing machine
defective goods
commercial dispute
sale of goods act
unfair contract terms act
commissioning
click charges

17. Areas of Law

Area Name	Relevance Score
Breach of Contract	90
Contract Law	90
Damages	70
Commercial Law	60
Sale of Goods	60
Misrepresentation	40
Evidence	30

16. Subjects

Contract Law
Commercial Law
Sale of Goods
Civil Litigation