VeriFone v Firemane: Appeal Dismissed, Summary Judgment Affirmed, Settlement Agreement Dispute

In VeriFone, Inc v Firemane Pte Ltd, the Singapore High Court dismissed Firemane's appeal against the Assistant Registrar's decision to grant summary judgment to VeriFone for US$5,427,539.70 plus interest. The dispute arose from Firemane's failure to make a timely payment under a Settlement Agreement. The court rejected Firemane's defenses of set-off and penalty, finding that Firemane had no real or bona fide defense against VeriFone's claim.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court dismisses Firemane's appeal, affirming summary judgment for VeriFone due to breach of settlement agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
VeriFone, IncClaimant, RespondentCorporationAppeal DismissedWon
Firemane Pte LtdDefendant, AppellantCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Thng Huilin MelissaDentons Rodyk & Davidson LLP
Paul Aman Singh SambhiDentons Rodyk & Davidson LLP
Kishan Pillay s/o Rajagopal PillayBreakpoint LLC
Chan Michael KarfaiBreakpoint LLC

4. Facts

  1. VeriFone and Firemane entered into two contracts.
  2. Disagreements arose, including a US$1m credit note.
  3. VeriFone revoked the credit note.
  4. Parties entered into a Settlement Agreement.
  5. Firemane failed to make the first installment payment.
  6. VeriFone informed Firemane it would not buy back devices.
  7. VeriFone sought summary judgment for US$5,427,539.70.

5. Formal Citations

  1. VeriFone, Inc v Firemane Pte Ltd, Originating Claim No 214 of 2024 (Registrar’s Appeal No 139 of 2024), [2024] SGHC 264

6. Timeline

DateEvent
VeriFone International Partner Agreement dated
VeriFone Systems Partner Agreement APAC Region novated to Firemane
Credit Note issued by VeriFone to Firemane
Credit Note sent to Firemane by email
Firemane decided not to renew the Contracts by email
Firemane decided not to renew the Contracts by letter
VeriFone revoked the Credit Note by email
VeriFone demanded payment from Firemane
Settlement Agreement concluded
Firemane failed to make first installment payment
VeriFone informed Firemane of not buying back devices
VeriFone filed Originating Claim and Statement of Claim
Firemane filed its Defence (Merits)
VeriFone filed summons for summary judgment
Summary judgment granted to VeriFone
Firemane appealed against summary judgment
Hearing before the Judge
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Firemane breached the Settlement Agreement.
    • Category: Substantive
    • Sub-Issues:
      • Failure to make timely payments
      • Enforceability of settlement agreement terms
  2. Set-Off Defence
    • Outcome: The court rejected Firemane's set-off defence.
    • Category: Substantive
    • Sub-Issues:
      • Entitlement to set-off Buyback Amount
      • Entitlement to set-off Credit Note
  3. Penalty Defence
    • Outcome: The court rejected Firemane's penalty defence.
    • Category: Substantive
    • Sub-Issues:
      • Enforceability of Additional Payments
      • Validity of Acceleration Clause
  4. Summary Judgment
    • Outcome: The court affirmed the grant of summary judgment.
    • Category: Procedural
    • Sub-Issues:
      • Applicable principles for grant or refusal of summary judgment
      • Whether the defendant has a real or bona fide defence

8. Remedies Sought

  1. Payment of US$5,425,225
  2. Interest on US$4,920,014 at 18% per annum
  3. Interest on US$5,425,225 at 5.33%
  4. Indemnity of legal costs

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Contract Disputes

11. Industries

  • Technology
  • Wholesale Trade

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Horizon Capital Fund v Ollech DavidGeneral Division of the High CourtYes[2023] SGHC 164SingaporeCited for the principle that legal principles for summary judgment under ROC 2021 do not differ from ROC 2014.
Ang Hong Wei and others v Ang Teng Hai and anotherHigh CourtYes[2024] SGHC 14SingaporeCited for the principle that older cases governed by ROC 2014 are regularly applied under ROC 2021.
Progress ABMS Pte Ltd v Progress Welded Mesh Sdn BhdHigh CourtYes[2024] SGHC 20SingaporeCited for the principle that older cases governed by ROC 2014 are regularly applied under ROC 2021.
Ho Chee Kian v Ho Kwek SinHigh CourtYes[2024] 3 SLR 888SingaporeCited for the principle that older cases governed by ROC 2014 are regularly applied under ROC 2021.
Ho Choon Han v SCP Holdings Pte LtdHigh CourtYes[2022] SGHC 260SingaporeCited for the purpose of summary judgment procedure.
Asian Eco Technology Pte Ltd v Deng YimingHigh CourtYes[2023] SGHC 227SingaporeCited for the purpose of summary judgment procedure.
Ling Yew Kong v Teo Vin Li RichardHigh CourtYes[2014] 2 SLR 123SingaporeCited for summary judgment appropriateness when defense is misconceived.
Samsonite IP Holdings Sarl v An Sheng Trading Pte LtdHigh CourtYes[2017] 4 SLR 99SingaporeCited for summary judgment appropriateness when defense is misconceived.
Associated Development Pte Ltd v Loong Sie Kiong Gerald (administrator of the estate of Chow Cho Poon, deceased) and other suitsHigh CourtYes[2009] 4 SLR(R) 389SingaporeCited for the claimant's burden of proof in summary judgment.
Rankine Bernadette Adeline v Chenet Finance LtdHigh CourtYes[2011] 3 SLR 756SingaporeCited for the timing of engaging the defendant's defense in summary judgment.
Thomas Rubbers (India) Pte Ltd v Tan Ai HockHigh CourtYes[2012] 1 SLR 772SingaporeCited for the timing of engaging the defendant's defense in summary judgment.
Goh Chok Tong v Chee Soon JuanHigh CourtYes[2003] 3 SLR(R) 32SingaporeCited for the defendant's tactical burden after the claimant shows a prima facie case.
Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte LtdHigh CourtYes[2014] 2 SLR 1342SingaporeCited for the defendant's tactical burden after the claimant shows a prima facie case.
M2B World Asia Pacific Pte Ltd v Matsumura AkihikoHigh CourtYes[2015] 1 SLR 325SingaporeCited for the defendant's tactical burden after the claimant shows a prima facie case.
Wee Cheng Swee Henry v Jo Baby Kartika PolimHigh CourtYes[2015] 4 SLR 250SingaporeCited for the defendant having to show triable issues.
KLW Holdings Ltd v Straitsworld Advisory Ltd and anotherHigh CourtYes[2017] 5 SLR 184SingaporeCited for the defendant having to show triable issues.
Lee Kuan Yew v Chee Soon JuanHigh CourtYes[2003] 3 SLR(R) 8SingaporeCited for the court not being required to accept the defendant’s evidence on affidavit unquestioningly.
Ma Hongjin v SCP Holdings Pte LtdHigh CourtYes[2018] 4 SLR 1276SingaporeCited for the court not being required to accept the defendant’s evidence on affidavit unquestioningly.
Republic Airconditioning (S) Pte Ltd v Shinsung Eng Co Ltd (Singapore Branch)High CourtYes[2012] 2 SLR 601SingaporeCited for mere assertions on affidavit not sufficing to show a real or bona fide defence.
Calvin Klein, Inc and another v HS International Pte Ltd and othersHigh CourtYes[2016] 5 SLR 1183SingaporeCited for mere assertions on affidavit not sufficing to show a real or bona fide defence.
Prosperous Credit Pte Ltd v Gen Hwa Franchise International Pte Ltd and othersHigh CourtYes[1998] 1 SLR(R) 53SingaporeCited for a bare assertion not being enough.
Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matterCourt of AppealYes[2020] 1 SLR 606SingaporeCited for balancing procedural discipline with presenting substantive merits.
Sun Jin Engineering Pte Ltd v Hwang Jae WooCourt of AppealYes[2011] 2 SLR 196SingaporeCited for balancing procedural discipline with presenting substantive merits.
WUC v WUDFamily CourtYes[2024] SGFC 10SingaporeCited for the affidavit being filed in the form of a solicitor’s cover affidavit.
Yang Guoxiu v Chin Chien YongDistrict CourtYes[2017] SGDC 179SingaporeCited for a party defaulting on an unless order.
Re Ocean Tankers (Pte) Ltd (in liquidation)General Division of the High CourtYes[2023] SGHC 330SingaporeCited for the requirements of a legal set-off.
Pacific Rim Investments Pte Ltd v Lam Seng Tiong and anotherCourt of AppealYes[1995] 2 SLR(R) 643SingaporeCited for the requirements of an equitable set-off.
Waterfront Shipping Co Ltd v Trafigura AGEnglish High Court Queen’s Bench Division (Commercial Court)Yes[2007] EWHC 2482 (Comm)England and WalesCited for the principle of futility in contractual construction.
Mansel Oil Ltd and another v Troon Storage Tankers SAEnglish High Court Queen’s Bench Division (Commercial Court)Yes[2008] EWHC 1269 (Comm)England and WalesCited for compliance with a condition precedent not being required if it is futile.
Barrett Bros (Taxis) Ltd v Davies Lickiss and Milestone Motor Policies at Lloyd’s, Third PartiesEnglish Court of AppealYes[1966] 1 WLR 1334England and WalesCited for the law never compelling a person to do that which is useless and unnecessary.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdCourt of AppealYes[2008] 3 SLR(R) 1029SingaporeCited for avoiding unreasonable results in contractual construction.
Yap Son On v Ding Pei ZhenCourt of AppealYes[2017] 1 SLR 219SingaporeCited for ascertaining the meaning conveyed to a reasonable business person.
CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Ltd) v Ong Puay Koon and others and another appealCourt of AppealYes[2018] 1 SLR 170SingaporeCited for ascertaining the meaning conveyed to a reasonable business person.
Shunmugam Jayakumar and others v Jeyaretnam Joshua Benjamin and othersHigh CourtYes[1996] 2 SLR(R) 658SingaporeCited for not being open to avoid the compromise on the ground that the claim was in fact invalid.
Real Estate Consortium Pte Ltd v East Coast Properties Pte Ltd and anotherHigh CourtYes[2011] 2 SLR 758SingaporeCited for the settlement agreement alone governing the parties’ legal relationship.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appealCourt of AppealYes[2009] 2 SLR(R) 332SingaporeCited for a compromise meaning that the question is not to be tried over again.
Plumley v HorrellEnglish Court of AppealYes20 LT 473England and WalesCited for a compromise meaning that the question is not to be tried over again.
Dunlop Pneumatic Tyre Company, Limited v New Garage and Motor Company, LimitedHouse of LordsYes[1915] AC 79United KingdomCited for the traditional approach to penalty clauses.
Denka Advantech Pte Ltd and another v Seraya Energy Pte Ltd and another and other appealsCourt of AppealYes[2021] 1 SLR 631SingaporeCited for the legal test for penalty clauses.
Photo Production Ltd v Securicor Transport LtdHouse of LordsYes[1980] AC 827United KingdomCited for the distinction between primary and secondary obligations.
Ethoz Capital Ltd v Im8ex Pte Ltd and othersCourt of AppealYes[2023] 1 SLR 922SingaporeCited for taking a substance over form approach in determining primary or secondary obligations.
Leiman, Ricardo and another v Noble Resources Ltd and anotherCourt of AppealYes[2020] 2 SLR 386SingaporeCited for factors in ascertaining whether a clause is a secondary obligation.
Kingsmen Exhibits Pte Ltd v RegalRare Gem Museum Pte Ltd and another matterGeneral Division of the High CourtYes[2024] SGHC 238SingaporeCited for the court not accepting that these disputes were meritorious.

13. Applicable Rules

Rule Name
O 9 r 17 of the Rules of Court 2021
O 9 r 17(3) of the ROC 2021
O 9 r 17(4)
O 14 rr 1 and 3 of the Rules of Court (2014 Rev Ed)
O 15 r 18
O 3 r 4(1) of the ROC 2021
O 3 r 1
O 3 r 1(3)
O 3 r 1(2)(e)

14. Applicable Statutes

Statute NameJurisdiction
Section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Settlement Agreement
  • Buyback Amount
  • Credit Note
  • Additional Payments
  • Settlement Sum
  • Invoices
  • Penalty Defence
  • Set-Off Defence
  • Primary Obligation
  • Secondary Obligation

15.2 Keywords

  • Settlement Agreement
  • Summary Judgment
  • Breach of Contract
  • Singapore High Court
  • Commercial Litigation

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contractual terms90
Commercial Disputes85
Summary Judgment75
Set-off70
Penalty Clauses65
Civil Practice60
Litigation50

16. Subjects

  • Contract Law
  • Civil Procedure
  • Settlement Agreements
  • Summary Judgment
  • Commercial Disputes