Jiangsu New Huaming v PT Musim Mas: Breach of Contract & Agency Dispute

In Jiangsu New Huaming International Trading Co Ltd v PT Musim Mas and Inter-Continental Oils & Fats Pte Ltd, the High Court of Singapore dismissed the claim by Jiangsu New Huaming International Trading Co Ltd (JNHM) against PT Musim Mas (PTMM) and Inter-Continental Oils & Fats Pte Ltd (ICOF) for US$2,882,216.68, alleging repudiatory breach of an exclusive agency agreement (IAC). JNHM claimed PTMM breached the IAC and ICOF had a common understanding based on the IAC. The court, presided over by Hoo Sheau Peng J, found that JNHM failed to prove the existence of the IAC and its applicability to the defendants, undermining the breach of contract claim.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Claim Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed Jiangsu New Huaming's claim against PT Musim Mas and Inter-Continental Oils for breach of an alleged exclusive agency agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Jiangsu New Huaming International Trading Co LtdPlaintiffCorporationClaim DismissedDismissed
PT Musim MasDefendantCorporationJudgment for DefendantWon
Inter-Continental Oils & Fats Pte LtdDefendantCorporationJudgment for DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Hoo Sheau PengJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Lim TeanCarson Law Chambers
Vergis S Abraham SCProvidence Law Asia LLC
Liu EnningProvidence Law Asia LLC
Vanathi Eliora RayProvidence Law Asia LLC

4. Facts

  1. JNHM claimed to be the exclusive agent for PTMM and ICOF in China.
  2. JNHM alleged the existence of an 'International Agency Contract' (IAC) signed in 2013.
  3. PTMM denied entering into the IAC and claimed Mr. Chin lacked authority.
  4. ICOF denied any common understanding for the IAC to govern its relationship with JNHM.
  5. JNHM commenced arbitration proceedings in China, which were later withdrawn.
  6. Mr. Wang claimed he made cash payments to Mr. Chin, a PTMM representative.
  7. The Defendants argued that the IAC was procured by bribery and elected to rescind it.

5. Formal Citations

  1. Jiangsu New Huaming International Trading Co Ltd v PT Musim Mas and another, Suit No 268 of 2021, [2024] SGHC 81

6. Timeline

DateEvent
PTMM began working with JNHM for the sale of its oleochemical products in China.
Alleged execution of the International Agency Contract (IAC) in Singapore.
Mr. Chin Siew Hing retired.
Defendants ceased working with JNHM.
JNHM commenced arbitration proceedings against PTMM in China.
PTMM sent an email to Mr. Chin regarding the IAC.
JNHM withdrew the arbitration proceedings.
JNHM commenced proceedings in the High Court of Singapore.
Mr. Wang Bin claimed he made cash payments to Mr. Chin from 2003 to 2017.
Defendants elected to rescind the IAC.
Trial began.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that no valid contract existed, therefore there could be no breach.
    • Category: Substantive
    • Sub-Issues:
      • Repudiatory breach
      • Damages
  2. Existence of Contract
    • Outcome: The court found that the plaintiff failed to prove the existence of a valid and binding contract.
    • Category: Substantive
    • Sub-Issues:
      • Formation of contract
      • Genuineness of agreement
  3. Actual Authority
    • Outcome: The court found that Mr. Chin lacked the actual authority to enter into the IAC on behalf of the defendants.
    • Category: Substantive
    • Sub-Issues:
      • Express actual authority
      • Implied actual authority
  4. Apparent Authority
    • Outcome: The court found that Mr. Chin lacked the apparent authority to enter into the IAC on behalf of the defendants.
    • Category: Substantive
  5. Rescission of Contract
    • Outcome: The court found that the contract was voidable due to potential bribery.
    • Category: Substantive
    • Sub-Issues:
      • Contracts procured by bribery
      • Voidable contract

8. Remedies Sought

  1. Monetary Damages
  2. Unpaid Commissions

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Import and Export
  • Chemicals

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Gimpex Ltd v Unity Holdings Business LtdCourt of AppealYes[2015] 2 SLR 686SingaporeCited regarding the admissibility of hearsay evidence under s 32(1)(j)(iv) of the Evidence Act and the court's discretion under s 32(3).
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte LtdSingapore High CourtYes[2009] 4 SLR(R) 788SingaporeCited for the test for actual and apparent authority of an agent.
Sudha Natrajan v The Bank of East Asia LimitedCourt of AppealYes[2017] 1 SLR 141SingaporeCited regarding drawing adverse inferences from the non-production of witnesses.
ECICS Ltd v Capstone Construction Pte LtdSingapore High CourtYes[2015] SGHC 214SingaporeCited regarding drawing adverse inferences from the failure to call witnesses, distinguished on the facts.
Criterion Properties plc v Stratford UK Properties LLCEngland and Wales Court of AppealYes[2004] 1 WLR 1846England and WalesCited regarding the principle that a party cannot claim reliance on an agent's authority if they knew the contract was against the principal's interests.
Philipp v Barclays Bank UK plcUnited Kingdom Supreme CourtYes[2023] 3 WLR 284United KingdomCited regarding the duty to make inquiries to verify an agent's authority.
East Asia Co Ltd v PT Satria Tirtatama EnergindoEngland and Wales Court of AppealYes[2020] 2 All ER 294England and WalesCited regarding the duty to make inquiries to verify an agent's authority.
Indian Bank v Green Mint Pte LtdSingapore High CourtYes[2022] 4 SLR 634SingaporeCited regarding the right to rescind a contract procured by bribery.
Ross River Ltd v Cambridge City Football Club LtdEngland and Wales High CourtYes[2008] 1 All ER 1004England and WalesCited regarding the elements of bribery and the irrelevance of the payer's motive.
Wood v Commercial First Business LtdEngland and Wales Court of AppealYes[2021] 3 WLR 395England and WalesCited regarding the elements of bribery and the irrelevance of the payer's motive.
Red Star Marine Consultants Pte Ltd v Personal Representatives of Satwant Kaur d/o Sardara Singh, deceasedSingapore High CourtYes[2020] 1 SLR 115SingaporeCited regarding the rules of attribution of knowledge to a company.
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)Singapore High CourtYes[2014] 3 SLR 329SingaporeCited regarding the principle that an agent's dishonesty should not be attributed to the company when the company is the victim.
Eller, Urs v Cheong Kiat WahSingapore High CourtYes[2021] SGHC 253SingaporeCited regarding non-compellability of witness.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act 1893Singapore
Oaths and Declarations Act 2000Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • International Agency Contract
  • Exclusive Agency
  • Repudiatory Breach
  • Actual Authority
  • Apparent Authority
  • Rescission
  • Bribery
  • Oleochemicals
  • Commission
  • Company Stamp

15.2 Keywords

  • contract
  • agency
  • breach
  • authority
  • bribery
  • rescission
  • Singapore
  • court
  • judgment

17. Areas of Law

Area NameRelevance Score
Agency Law80
Breach of Contract75
Authority of Agent70
Formation of contract65
Contractual Disputes60
Commercial Law55
Rescission50
Evidence45
Misrepresentation40
Contract Law35
Fraud and Deceit30
Civil Procedure20
Judgments and Orders10

16. Subjects

  • Contract Law
  • Agency
  • Commercial Law
  • Dispute Resolution