Foreland Singapore Pte. Ltd. v IG Asia Pte. Ltd.: Force Majeure & Contract Terms in Nickel CFD Trading
Foreland Singapore Pte Ltd and Foreland Holdings Co., Ltd. sued IG Asia Pte. Ltd. in the General Division of the High Court of Singapore, Suit No 369 of 2022, for damages arising from the allegedly wrongful reversal of nickel trades made on 8 March 2022. The court, presided over by Goh Yihan J, dismissed the plaintiffs' claim, finding that while the reversal was not justified under the Margin Trading Customer Agreement, the plaintiffs suffered no loss as a result of the reversal. The court awarded nominal damages of $1,000 to each plaintiff.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Plaintiffs' claim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismisses Foreland's claim against IG Asia for wrongful reversal of nickel trades, citing a Force Majeure Event.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Foreland Singapore Pte. Ltd. | Plaintiff | Corporation | Claim Dismissed | Dismissed | Philip Ling Daw Hoang, Lim Haan Hui, Low Ziron, Ong Mung Pang David |
| Foreland Holdings Co., Ltd. | Plaintiff | Corporation | Claim Dismissed | Dismissed | Philip Ling Daw Hoang, Lim Haan Hui, Low Ziron, Ong Mung Pang David |
| IG Asia Pte. Ltd. | Defendant | Corporation | Judgment for Defendant | Won | Harish Kumar s/o Champaklal, Marissa Zhao Yunan, Low Weng Hong, Kiran Jessica Makwana |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Philip Ling Daw Hoang | Wong Tan & Molly Lim LLC |
| Lim Haan Hui | Wong Tan & Molly Lim LLC |
| Low Ziron | Wong Tan & Molly Lim LLC |
| Ong Mung Pang David | DOP Law Corporation |
| Harish Kumar s/o Champaklal | Rajah & Tann Singapore LLP |
| Marissa Zhao Yunan | Rajah & Tann Singapore LLP |
| Low Weng Hong | Rajah & Tann Singapore LLP |
| Kiran Jessica Makwana | Rajah & Tann Singapore LLP |
4. Facts
- Foreland instructed IGA to execute closing nickel trades (FCTs) on 8 March 2022.
- IGA executed the FCTs, and profits were reflected in Foreland's account statements.
- The London Metal Exchange (LME) suspended nickel trading and cancelled trades on 8 March 2022.
- IGA reversed the FCTs, citing the LME's suspension and cancellation.
- Foreland sought to withdraw funds, including profits from the FCTs, but IGA refused.
- IGA opened new mirror trades (RFTs) and raised margin requirements.
- IGA eventually forcibly closed the RFTs.
5. Formal Citations
- Foreland Singapore Pte Ltd and another v IG Asia Pte Ltd, Suit No 369 of 2022, [2024] SGHC 179
6. Timeline
| Date | Event |
|---|---|
| FSG opened Corporate Margin Trading Account with IGA. | |
| FSG classified as an expert investor. | |
| FJP opened Corporate Margin Trading Account with IGA. | |
| Foreland opened nickel CFD transactions. | |
| Foreland opened nickel CFD transactions. | |
| Foreland issued instructions to close all open nickel positions. | |
| LME suspended all nickel trading. | |
| LME cancelled all nickel trades executed on or after 00:00 UK time. | |
| Foreland instructed IGA to effect withdrawal of $6,636,840.10 from FSG Account. | |
| Foreland instructed IGA to effect withdrawal of $11,874,152.84 from FJP Account. | |
| IGA reversed the FCTs. | |
| Foreland made various requests to withdraw money from the Accounts. | |
| IGA issued account statements reflecting reversal of FCTs. | |
| Revised margin requirements applicable to the Accounts were implemented. | |
| IGA forcibly closed some of the new nickel CFD positions. | |
| IGA forcibly closed the remaining new nickel CFD positions. | |
| Trial began. | |
| Trial ended. | |
| Parties tendered reply submissions. | |
| Judgment reserved. |
7. Legal Issues
- Force Majeure
- Outcome: The court found that the Suspension and Reversal constituted a Force Majeure Event under the Margin Trading Customer Agreement.
- Category: Substantive
- Sub-Issues:
- Impossibility of performance
- Impracticability of performance
- Breach of Contract
- Outcome: The court found that IGA was not entitled to reverse the FCTs, constituting a breach of contract, but that Foreland suffered no loss as a result.
- Category: Substantive
- Sub-Issues:
- Wrongful reversal of trades
- Failure to comply with payment obligations
- Unfair Contract Terms Act
- Outcome: The court found that the UCTA did not apply to the terms in question.
- Category: Substantive
- Sub-Issues:
- Reasonableness of contractual terms
8. Remedies Sought
- Monetary Damages
- Damages to be assessed
9. Cause of Actions
- Breach of Contract
- Failure to fulfill payment obligations
10. Practice Areas
- Commercial Litigation
- Financial Services
- Contract Disputes
11. Industries
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| V V Technology Pte Ltd v Twitter, Inc | High Court | Yes | [2023] 5 SLR 513 | Singapore | Cited for the proposition that a well-structured set of submissions with a coherent internal flow and logic that addressed the key issues raised would have been helpful. |
| CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Ltd) v Ong Puay Koon and others and another appeal | Court of Appeal | Yes | [2018] 1 SLR 170 | Singapore | Cited for the principles of contractual interpretation. |
| Holcim (Singapore) Pte Ltd v Precise Development Pte Ltd and another application | Court of Appeal | Yes | [2011] 2 SLR 106 | Singapore | Cited for the principle that the precise construction of a force majeure clause is paramount. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appeal | Court of Appeal | Yes | [2007] 4 SLR(R) 413 | Singapore | Cited for the principle that the precise construction of a force majeure clause is paramount. |
| Glahe International Expo AG v ACS Computer Pte Ltd and another appeal | Court of Appeal | Yes | [1999] 1 SLR(R) 945 | Singapore | Cited for the broader common law principle that a party seeking to rely on frustration must show that the frustrating event made it impossible or impracticable for it to perform its obligations. |
| Kiri Industries Ltd v Senda International Capital Ltd and another and other appeals and other matters | Court of Appeal | Yes | [2024] 2 SLR 1 | Singapore | Cited for the proposition that the court is concerned to hear each party’s substantive arguments and not free character analyses of the opposing party’s witnesses or generalised denunciations of the opponent’s case. |
| Pertamina Energy Trading Limited v Credit Suisse | Court of Appeal | Yes | [2006] 4 SLR(R) 273 | Singapore | Cited for the principle that conclusive evidence clauses place the onus on the bank’s customers to verify their bank statements and to notify the bank if there is any discrepancy within a certain period of time. |
| Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and another | Court of Appeal | Yes | [2005] 1 SLR(R) 661 | Singapore | Cited for the principle that an innocent party in a breach of contract is entitled to nominal damages where he cannot prove that any loss was caused as a result of such breach. |
| Youprint Productions Pte Ltd v Mak Sook Ling | High Court | Yes | [2023] 3 SLR 1130 | Singapore | Cited for the principle that an innocent party in a breach of contract is entitled to nominal damages where he cannot prove that any loss was caused as a result of such breach. |
| Biofuel Industries Pte Ltd v V8 Environmental Pte Ltd and another appeal | Court of Appeal | Yes | [2018] 2 SLR 199 | Singapore | Cited for the principle that an innocent party in a breach of contract is entitled to nominal damages where he cannot prove that any loss was caused as a result of such breach. |
| iVenture Card Ltd and others v Big Bus Singapore City Sightseeing Pte Ltd and others | Court of Appeal | Yes | [2022] 1 SLR 302 | Singapore | Cited for the principle that an innocent party in a breach of contract is entitled to nominal damages where he cannot prove that any loss was caused as a result of such breach. |
| China Insurance Co (Singapore) Pte Ltd v Liberty Insurance Pte Ltd (formerly known as Liberty Citystate Insurance Pte Ltd) | High Court | Yes | [2005] 2 SLR(R) 509 | Singapore | Cited for the proposition that the clash of arguments that is supposed to result in the emergence of the light of truth must not degenerate so that more heat than light issues. |
| Law Society of Singapore v Ahmad Khalis bin Abdul Ghani | High Court | Yes | [2006] 4 SLR(R) 308 | Singapore | Cited for the proposition that the clash of arguments that is supposed to result in the emergence of the light of truth must not degenerate so that more heat than light issues. |
13. Applicable Rules
| Rule Name |
|---|
| Legal Profession (Professional Conduct) Rules 2015 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Unfair Contract Terms Act 1977 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Force Majeure Event
- Margin Trading Customer Agreement
- Contracts for Difference
- London Metal Exchange
- Suspension and Reversal
- Closing Trades
- Over-the-counter
- Hedging
- Margin Requirements
15.2 Keywords
- Force Majeure
- Contract Law
- Nickel Trading
- CFD
- LME
- Singapore
- Financial Services
- Breach of Contract
16. Subjects
- Contract Law
- Banking Law
- Financial Derivatives
- Commodities Trading
- Civil Litigation
17. Areas of Law
- Contract Law
- Banking Law
- Financial Law
- Civil Procedure