Turms Advisors v Steppe Gold: Contractual Interpretation, Oral Modification, and Indemnity in Financial Advisory Disputes

1. Case Overview

2. Parties and Outcomes

3. Judges

4. Counsels

4. Facts

1. Turms Advisors, a Singapore-based corporate finance advisory firm, was engaged by Steppe Gold, a Canadian mining company, to act as its exclusive financial advisor.
2. The engagement was for structuring, arranging, and placing a US$50-80m debt financing for the expansion of Steppe Gold's ATO Mine in Mongolia.
3. The Mandate Letter stipulated retainer fees and a success fee of 2.50% of the deal value in the event of a Transaction.
4. Steppe Gold secured a US$65m debt facility from TDB, comprising a US$59.7m loan under the Gold-2 Programme and a US$5m loan funded directly by TDB.
5. Turms Advisors claimed a success fee of US$1.625m for the US$65m TDB Facility, arguing it fell within the definition of Transaction.
6. Steppe Gold argued that Turms Advisors was not the effective cause of the US$65m TDB Facility and that the parties had agreed to exclude it from the mandate.
7. The court found that an oral agreement existed to exclude the US$65m TDB Facility from the scope of the Mandate Letter.

5. Formal Citations

1. Turms Advisors APAC Pte Ltd v Steppe Gold Ltd, Originating Claim No 77 of 2023, [2024] SGHC 174

6. Timeline

7. Legal Issues

1. Breach of Contract
   • Outcome: The court found that the defendant breached the contract by failing to pay the Cl 6(e) Retainer Fee and was liable for late payment interest. However, the court found that the parties had orally agreed to exclude the US$65m TDB Facility from the scope of the contract, so there was no breach regarding the success fee.
   • Category: Substantive
   • Sub-Issues:
     • Failure to pay retainer fees
     • Failure to pay success fee
     • Oral modification of contract
2. Effective Cause
   • Outcome: The court found that the contract did not require the claimant to be the effective cause of the transaction to be entitled to a success fee.
   • Category: Substantive
3. No Oral Modification Clause
   • Outcome: The court found that the no oral modification clause did not preclude a finding of a subsequent oral agreement to exclude the US$65m TDB Facility from the scope of the Mandate Letter.
   • Category: Procedural
4. Penalty Clause
   • Outcome: The court found that the Cl 6(e) Retainer Fee was not a penalty clause.
   • Category: Substantive
5. Consideration
   • Outcome: The court found that the claimant had provided consideration for cl 6(e) of the Mandate Letter.
   • Category: Substantive
6. Estoppel by Convention
   • Outcome: The court found that the claimant was estopped from denying that the US$65m TDB Facility was excluded.
   • Category: Substantive
7. Quantum Meruit
   • Outcome: The court found that the claimant was not entitled to a claim for quantum meruit.
   • Category: Substantive
8. Contractual Indemnity
   • Outcome: The court found that the claimant was partially entitled to contractual indemnity for costs and expenses incurred in connection with this suit.
   • Category: Substantive
9. Parol Evidence Rule
   • Outcome: The court found that the parol evidence rule did not bar evidence of the oral agreement.
   • Category: Procedural

8. Remedies Sought

1. Success Fee
2. Retainer Fee
3. Late Payment Interest
4. Contractual Indemnity

9. Cause of Actions

• Breach of Contract
• Quantum Meruit

10. Practice Areas

• Commercial Litigation
• Contract Disputes
• Agency Disputes
• Financial Services Litigation

11. Industries

• Finance
• Mining

12. Cited Cases

13. Applicable Rules

14. Applicable Statutes

15. Key Terms and Keywords

16. Subjects

• Contract Law
• Agency Law
• Financial Advisory
• Debt Financing
• Civil Litigation

17. Areas of Law

• Contract Law
• Agency Law
• Financial Advisory
• Debt Financing
• Evidence Law