W. Power Group EOOD v Ming Yang Wind Power: Striking Out & Amendment in Joint Venture Dispute

In a case before the Singapore International Commercial Court, W. Power Group EOOD (WPG) sued Ming Yang Wind Power (International) Co. Ltd for breach of a Joint Venture Agreement (JVA) concerning wind farm projects in Bulgaria. Ming Yang sought to strike out the claim, arguing it was time-barred. WPG applied for leave to amend its statement of claim, which was opposed by Ming Yang. The court, presided over by Thomas Bathurst IJ, struck out WPG's claim and refused leave to amend, finding the claim to be an abuse of process and time-barred.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Claim Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court strikes out W. Power Group's claim against Ming Yang for breach of joint venture agreement, refusing leave to amend due to limitation issues.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
W. Power Group EOODClaimantCorporationClaim DismissedLost
Ming Yang Wind Power (International) Co. LtdDefendantCorporationJudgment in favor of DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Thomas BathurstInternational JudgeYes

4. Counsels

Counsel NameOrganization
Han Wah TengCTLC Law Corporation
William Ong Boon HweeAllen & Gledhill LLP
Ivan Lim Jun RuiAllen & Gledhill LLP
Wong Pei TingAllen & Gledhill LLP
Seth Yeo Ao-WenAllen & Gledhill LLP

4. Facts

  1. WPG and Ming Yang entered into a Joint Venture Agreement (JVA) to develop two wind farm projects in Bulgaria.
  2. The JVA was varied on a number of occasions by documents described as annexes.
  3. Ming Yang was to secure financing for Project 2, including issuing performance guarantees.
  4. WPG was to secure the buyback of Ming Yang’s shares in the joint venture company.
  5. Ming Yang provided a bank performance guarantee of €3,067,800 in favor of the NEC.
  6. Changes to the Bulgarian legal and regulatory regime in around April 2012 made the development of Project 2 economically unviable.
  7. Ming Yang informed WPG that it would not proceed with Project 2.
  8. WPG procured WP to request the NEC to terminate the Preliminary Connection Agreement and for the bank guarantee to be handed over.
  9. WPG claimed Ming Yang failed to fulfill its obligations to obtain financing for Project 2.
  10. WPG claimed it was unable to exercise its right under Annex 3 to sell its shares after the second year of commercial operation and suffered a loss of €37.5M.

5. Formal Citations

  1. W Power Group EOOD v Ming Yang Wind Power (International) Co Ltd, , [2024] SGHC(I) 29
  2. Originating Application No 2 of 2023, Originating Application No 2 of 2023, Originating Application No 2 of 2023
  3. Summons No 15 of 2024, Summons No 15 of 2024, Summons No 15 of 2024

6. Timeline

DateEvent
Joint Venture Agreement entered into between WPG and Ming Yang
Annex 1 to the Joint Venture Agreement was executed
Annex 2 to the Joint Venture Agreement was executed
Annex 3 to the Joint Venture Agreement was executed
Changes to the Bulgarian legal and regulatory regime made the development of Project 2 economically unviable
Ming Yang communicated to WPG that it would not proceed with Project 2
Annex 4 to the Joint Venture Agreement was executed
WPG procured WP to request the NEC to terminate the Preliminary Connection Agreement and for the bank guarantee to be handed over
Preliminary Connection Agreement was terminated and the bank guarantee released
Ming Yang informed WPG that it would no longer undertake Project 2
Statement of Claim filed by the Claimant
Originating Application No 2 of 2023
List of Issues dated
Statement by Mr Ye Fan filed
Statement of Mr Mann filed
Statement of Mr Ye Fan filed
Supplementary statement of Mr Ye Fan filed
Hearing of the Summons took place
Judgment reserved
Judgment issued

7. Legal Issues

  1. Striking Out Pleadings
    • Outcome: The court struck out the Statement of Claim in its entirety on the ground under O 16 r 4(1)(b) for being an abuse of process of the Court or on the alternative ground under O 16 r 4(1)(c) that it is in the interests of justice for the claim to be struck out.
    • Category: Procedural
    • Sub-Issues:
      • No reasonable cause of action
      • Abuse of process of the court
      • Interests of justice
    • Related Cases:
      • [1997] 3 SLR(R) 649
      • [2022] 2 SLR 1018
      • [2011] SGHC 249
      • [2024] SGHC 149
  2. Amendment of Pleadings
    • Outcome: The court refused the application for leave to amend the Statement of Claim.
    • Category: Procedural
    • Sub-Issues:
      • Addition of new party
      • Vague and unparticularised allegations
      • Arguments beyond the list of issues
    • Related Cases:
      • [2018] 1 SLR 894
      • [2012] 1 SLR 457
      • [2015] 1 SLR 875
      • [1987] AC 189
  3. Limitation Period
    • Outcome: The court found that the limitation period for suing on the alleged breach had expired well prior to the commencement of the proceedings.
    • Category: Substantive
    • Sub-Issues:
      • Accrual of cause of action
      • Burden of proof
    • Related Cases:
      • [2020] 2 SLR 272
  4. Standing to Sue
    • Outcome: The court held that WPG had no standing to sue on clause 1.3 of Annex 3, as that right resided in WP3.
    • Category: Substantive
    • Related Cases:
      • [1988] 1 MLJ 64

8. Remedies Sought

  1. Monetary Damages
  2. Return of land and licensing rights

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Energy
  • Renewable Energy

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and othersCourt of AppealYes[1997] 3 SLR(R) 649SingaporeCited for the principle that the Court will exercise its powers to strike out pleadings only in plain and obvious cases and will not engage in a minute and protracted examination of the documents and facts of the case.
IPP Financial Advisors Pte Ltd v Saimee bin Jumaat and another appealCourt of AppealYes[2020] 2 SLR 272SingaporeCited for the principle that the moment a limitation defence is raised by the defendant in pleadings, the plaintiff’s burden is to prove the claim fell within the limitation period.
Iskandar bin Rahmat and others v Attorney GeneralCourt of AppealYes[2022] 2 SLR 1018SingaporeCited for the applicable legal principles for striking out pleadings under Order 16 r 4(1)(a), (b) and (c) of the SICC Rules.
Karpal Singh v Sultan of SelangorHigh CourtYes[1988] 1 MLJ 64MalaysiaCited by the Claimant for the proposition that a party to a JVA has the right to enforce any terms of the JVA and Annexes. The court distinguished this case, noting it concerned the question of standing to seek declaratory relief in a public law context and has no relevance to the question of the right of a party to a contract to claim damages for loss suffered by another person as a result of the breach.
Hong Alvin v Chia Quee KheeHigh CourtYes[2011] SGHC 249SingaporeCited for the principle that a Statement of Claim ought to be struck out on the ground under O 16 r 4(1)(b) for being an abuse of process of the Court or on the alternative ground under O 16 r 4(1)(c) that it is in the interests of justice for the claim to be struck out.
Management Corporation Strata Title Plan No 4099 v TPS Construction Pte Ltd and othersHigh CourtYes[2024] SGHC 149SingaporeCited for the principle that a Statement of Claim ought to be struck out on the ground under O 16 r 4(1)(b) for being an abuse of process of the Court or on the alternative ground under O 16 r 4(1)(c) that it is in the interests of justice for the claim to be struck out.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appealsCourt of AppealYes[2018] 1 SLR 894SingaporeCited for the principles applicable to the joinder of a party under Order 10 r 6 of the SICC Rules.
Ng Chee Weng v Lim Jit Ming Bryan and anotherCourt of AppealYes[2012] 1 SLR 457SingaporeCited for the principle that the Court should be extremely hesitant to punish litigants for mistakes they make in the conduct of their case by deciding otherwise in accordance with their rights.
Chandra Winata Lie v Citibank NAHigh CourtYes[2015] 1 SLR 875SingaporeCited for the principle that a claimant, who was not in position to plead, particularise and point to the necessary proof from the outset of the suit runs a risk of having the suit struck out.
Ketteman and others v Hansel Properties Ltd and othersHouse of LordsYes[1987] AC 189United KingdomCited for the principle that the court is entitled to consider a range of factors including the necessity that litigation be conducted efficiently when considering an application for amendment of pleadings.
Asia Business Forum Pte Ltd v Long Ai Sin and anotherHigh CourtYes[2004] 2 SLR(R) 173SingaporeCited for the principle that an applicant for leave to amend is having what is colloquially described as a second bite of the cherry.
Wang Piao v Lee Wee ChingHigh CourtYes[2024] 4 SLR 540SingaporeCited for the principle that an applicant for leave to amend is having what is colloquially described as a second bite of the cherry.
EA Apartments Pte Ltd v Tan Bek and othersHigh CourtYes[2017] 3 SLR 559SingaporeCited for the principle that even if the draft amendments added material facts or a new cause of action, as long as the proposed amendments were in order, the Court should generally allow them.
Tan Kian Chye v Ang Siew Yan and othersSingapore High CourtYes[2024] SGHCR 5SingaporeCited for the principle that inconsistency was not the end of the matter but the question was whether the inconsistency showed that the claimant knew that his claim based on the contested amendments could not succeed.
Tan Yow Kon v Tan Swat Ping and othersHigh CourtYes[2006] 3 SLR(R) 881SingaporeCited by the Claimant to argue that the Court’s discretion could be exercised broadly. The court found this argument to be misplaced as the Court’s power was not engaged since the precondition for the joinder of a party had not been satisfied.
Alliance Entertainment Singapore Pte Ltd v Sim Kay Teck and anotherHigh CourtYes[2007] 2 SLR(R) 869SingaporeCited for the proposition that amendments which do not disclose how the claimant suffered any real loss or substantial loss from the defendant’s alleged actions should be struck out.
Chan Tam Hoi (alias Paul Chan) v Wang Jian and other mattersSingapore High CourtYes[2022] SGHC 192SingaporeCited for the principle that in the case of oral contracts it was important for the plaintiff to plead the material particulars of the alleged oral agreement and whilst they may not be able to be given to the same precision as with a written agreement, it is incumbent on the plaintiff to plead its case to a sufficient degree of certainty.
Arovin Ltd and another v Hadiran SridjajaSingapore High CourtYes[2018] 5 SLR 117SingaporeCited for the principle that if the defendant relies on an express undertaking or agreement the defendant must provide particulars of the gist of what was stated as this is material to the allegation.
Multistar Holdings Ltd v Geocon Piling & Engineering Pte LtdCourt of AppealYes[2016] 2 SLR 1SingaporeCited for the principle that the relevant provisions in the domestic Rules of Court applied when the amendment introduced a new cause of action and the new cause of action would have been time-barred if raised in a new action on the date on which the amendment application was made.

13. Applicable Rules

Rule Name
Singapore International Commercial Court Rules 2021 Order 16 r 4(1)(a)
Singapore International Commercial Court Rules 2021 Order 16 r 4(1)(b)
Singapore International Commercial Court Rules 2021 Order 16 r 4(1)(c)
Singapore International Commercial Court Rules 2021 Order 16 r 4(2)
Singapore International Commercial Court Rules 2021 Order 10 rr 6–7
Singapore International Commercial Court Rules 2021 Order 10 r 7(5)
Singapore International Commercial Court Rules 2021 Order 16 r 3
Singapore International Commercial Court Rules 2021 Order 16 r 3(3)
Singapore International Commercial Court Rules 2021 Order 1 r 11(1)
Singapore International Commercial Court Rules 2021 Order 1 r 11(2)

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act 1959Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Joint Venture Agreement
  • Performance Guarantee
  • Wind Farm Projects
  • Preliminary Connection Agreement
  • Buyback of Shares
  • Financial Means
  • Equity Investment
  • Commercial Operation Dates
  • Due Diligence
  • Grid-Connection

15.2 Keywords

  • Joint Venture
  • Breach of Contract
  • Striking Out
  • Amendment
  • Limitation
  • Wind Power
  • Singapore International Commercial Court

17. Areas of Law

Area NameRelevance Score
Striking out90
Amendment of Pleadings90
Breach of Contract80
Contracts75
Commercial Disputes65
Civil Practice60
Litigation50
Contractual terms40
Formation of contract35
Asset Recovery30
Construction20

16. Subjects

  • Civil Procedure
  • Contract Law
  • Joint Ventures
  • Limitation of Actions