Swissco Offshore v Seabed Offshore: Breach of Contract over Vessel Sale

Swissco Offshore Pte Ltd sued Seabed Offshore Pte Ltd in the High Court of Singapore, alleging breach of contract for failing to complete the purchase of a vessel. Seabed Offshore counterclaimed for the return of its deposit. The court, presided over by Justice Tay Yong Kwang, dismissed Swissco's claim and allowed Seabed's counterclaim, finding that Swissco was not ready to complete the sale due to its failure to provide a load test certificate confirmed by Class as required by the memorandum of agreement.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Defendant on its counterclaim.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Swissco Offshore sued Seabed Offshore for breach of contract over a vessel sale. The court dismissed Swissco's claim and allowed Seabed's counterclaim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Swissco Offshore Pte LtdPlaintiffCorporationClaim DismissedLost
Seabed Offshore Pte LtdDefendantCorporationCounterclaim AllowedWon

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudgeYes

4. Counsels

Counsel NameOrganization
Adrian Aw Hon WeiGurbani & Co.
Bernard Yee Weng WaiGurbani & Co.
Sharmini YogarajahHaridass Ho & Partners
Subashini NarayanasamyHaridass Ho & Partners

4. Facts

  1. Swissco Offshore agreed to sell a vessel to Seabed Offshore for US$2.25 million, evidenced by a memorandum of agreement (MOA) dated 27 August 2007.
  2. Seabed Offshore paid a deposit of US$225,000 to R.S. Platou (Asia) Pte Ltd, to be held in escrow.
  3. The MOA stipulated that the seller would furnish certain documents to the buyer at the time of delivery, including a load test certificate confirmed by Class.
  4. Seabed Offshore refused to complete the sale, alleging that Swissco Offshore failed to provide the load test certificate confirmed by Class.
  5. Swissco Offshore claimed that Seabed Offshore was in repudiatory breach of the MOA and sought to forfeit the deposit.
  6. The court found that Swissco Offshore was unable to fulfill clause 8(i) of the MOA on 19 September 2007, as it did not provide a load test certificate confirmed by Class.

5. Formal Citations

  1. Swissco Offshore Pte Ltd v Seabed Offshore Pte Ltd, Suit 777/2007, [2009] SGHC 30

6. Timeline

DateEvent
First inspection of the vessel by a prospective charterer.
Second inspection of the vessel.
Memorandum of Agreement (MOA) signed by Pacmar on behalf of Seabed Offshore Pte Ltd.
Swissco Offshore emailed a copy of the winch manufacturer’s test certificate to R.S. Platou (Asia) Pte Ltd.
Swissco Offshore signed a fresh MOA.
R.S. Platou (Asia) Pte Ltd received the deposit from Seabed Offshore Pte Ltd.
Swissco Offshore informed R.S. Platou (Asia) Pte Ltd and Seabed Offshore Pte Ltd that the vessel would be delivered on 19 September 2007.
Swissco Offshore issued the 7-day notice of delivery.
Swissco Offshore issued the 3-day notice of delivery.
Swissco Offshore notified R.S. Platou (Asia) Pte Ltd and Seabed Offshore Pte Ltd that the vessel would be handed over at noon on 19 September 2007.
Seabed Offshore requested postponement of completion to the next day.
Seabed Offshore refused to complete the sale.
R.S. Platou (Asia) Pte Ltd informed Swissco Offshore that Seabed Offshore wanted a refund of the deposit.
Deadline for Seabed Offshore to complete the sale.
Swissco Offshore's solicitors demanded that the deposit be released to Swissco Offshore.
Seabed Offshore's solicitors demanded the release of the deposit to Seabed Offshore.
Swissco Offshore commenced suit.
Judgment issued.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the plaintiff was in breach of contract for failing to provide the required documentation.
    • Category: Substantive
    • Sub-Issues:
      • Failure to provide documents as per contract
      • Failure to complete sale
  2. Notice of Readiness
    • Outcome: The court found that the plaintiff was not in a position to give notice of readiness to complete the sale.
    • Category: Substantive

8. Remedies Sought

  1. Forfeiture of Deposit
  2. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Contract Disputes

11. Industries

  • Shipping

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Memorandum of Agreement
  • MOA
  • Vessel
  • Load Test Certificate
  • Class Approval
  • Notice of Readiness
  • Deposit
  • Repudiatory Breach

15.2 Keywords

  • contract
  • vessel
  • sale
  • shipping
  • breach
  • offshore

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contract Law85
Shipping Law70
Interpretation of contractual terms60
Performance of Contract50
Sale of Goods40
Summary Judgement30
Variation30
Warranties20
Shareholders Agreement15
Best Efforts Clause10
Sham Contract10

16. Subjects

  • Contract Dispute
  • Sale of Goods
  • Shipping