Inzign Pte Ltd v Associated Spring Asia Pte Ltd: Breach of Contract, Set-Off, and Costs
Inzign Pte Ltd sued Associated Spring Asia Pte Ltd in the High Court of Singapore for breach of contract. Associated Spring Asia Pte Ltd filed a counterclaim for the price of goods Inzign Pte Ltd failed to take delivery of. The court (Chua Lee Ming J) dismissed Inzign Pte Ltd's claim and entered judgment for Associated Spring Asia Pte Ltd on its counterclaim, allowing a set-off. Both parties have appealed against the decision.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim dismissed; judgment for Defendant on counterclaim.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Inzign sued Associated Spring for breach of contract. The court dismissed Inzign's claim and entered judgment for Associated Spring on its counterclaim, allowing a set-off.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Inzign Pte Ltd | Plaintiff, Defendant | Corporation | Claim Dismissed | Lost | |
| Associated Spring Asia Pte Ltd | Defendant, Plaintiff | Corporation | Judgment for Defendant on Counterclaim | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge | Yes |
4. Counsels
4. Facts
- Plaintiff sued defendant for breach of contract related to the supply of springs.
- Defendant counterclaimed for the price of goods plaintiff failed to take delivery of.
- The defendant was required to carry out a 100K Cleaning Process for the springs.
- Defendant did not send some springs to Alantac for the 100K Cleaning Process.
- Plaintiff discovered stained springs in December 2012.
- Plaintiff missed a shipment to IVAX in December 2012 due to internal investigations.
- Plaintiff refused to take delivery of outstanding orders.
5. Formal Citations
- Inzign Pte Ltd v Associated Spring Asia Pte Ltd, Suit No 1240 of 2014, [2018] SGHC 147
6. Timeline
| Date | Event |
|---|---|
| Plaintiff approached by IVAX Pharmaceuticals UK Limited through the Economic Development Board. | |
| Supply Agreement signed between plaintiff and defendant. | |
| Plaintiff discovered some of the compression springs supplied by the defendant were stained. | |
| Plaintiff learnt from Alantac that it had not received Springs for washing from the defendant for certain periods of time. | |
| Plaintiff conducted an audit of the defendant’s premises and confirmed that the defendant had not been complying with the 100K Cleaning Process. | |
| Plaintiff asked for the COC confirming compliance with the 100K Cleaning Process to be issued by Alantac. | |
| Suit filed (Suit No 1240 of 2014). | |
| Defendant made offers to settle. | |
| Trial began. | |
| Judgment given for the plaintiff in the sum of $52,111.37, and judgment to the defendant on its counterclaim in the sum of $78,087.60. | |
| Court decided in favour of the defendant on its defence of set-off. | |
| Grounds of decision issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant breached its contractual obligation to carry out the 100K Cleaning Process.
- Category: Substantive
- Sub-Issues:
- Failure to comply with quality specifications
- Failure to perform 100K Cleaning Process
- Defence of Set-Off
- Outcome: The court allowed the defendant's defence of set-off, extinguishing the plaintiff's claim.
- Category: Procedural
- Sub-Issues:
- Legal set-off
- Equitable set-off
- Set-off by judgment
- Costs
- Outcome: The court ordered the plaintiff to pay costs on the claim and counterclaim on the standard basis up to the date of service of the offers and on the indemnity basis thereafter.
- Category: Procedural
- Sub-Issues:
- Offer to settle
- Indemnity costs
- Standard costs
- Unfair Contract Terms Act
- Outcome: The court found that the three-month limitation period in the Quotation Terms was unreasonable and could not be relied upon by the defendant.
- Category: Substantive
- Sub-Issues:
- Reasonableness of limitation period
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Pharmaceutical
- Healthcare
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Pacific Rim Investments Pte Ltd v Lam Seng Tiong & another | High Court | Yes | [1995] 2 SLR(R) 643 | Singapore | Cited for the principle of equitable set-off, specifically that a cross-claim must arise from the same transaction or be closely connected such that it would be manifestly unjust to allow enforcement without considering the cross-claim. |
| Longyuan-Arrk (Macao) Pte Ltd v Show and Tell Productions Pte Ltd and another suit | High Court | Yes | [2013] SGHC 160 | Singapore | Cited for the principle of set-off by judgment, which arises under the Court’s inherent jurisdiction to set-off cross-liabilities established by judgments. |
| Hanak v Green | N/A | Yes | [1958] 2 WLR 755 | N/A | Cited for the principle that a defendant who successfully defends a claim and obtains judgment on a counterclaim is entitled to costs on both the defense and the counterclaim. |
| Yong Mok Hin v United Malay States Sugar Industries Ltd | N/A | Yes | [1966] MLJ 286 | N/A | Cited for the principle that a defendant who successfully defends a claim and obtains judgment on a counterclaim is entitled to costs on both the defense and the counterclaim. |
| Ram Das V N v SIA Engineering Co Ltd | N/A | Yes | [2015] 3 SLR 267 | Singapore | Cited for the principle that an offer to settle must be a serious and genuine offer and should contain reasonable terms. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Unfair Contract Terms Act (Cap 396, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- 100K Cleaning Process
- Springs
- Certificate of Compliance
- Outstanding Orders
- Vendor Delivery Schedule
- Quotation Terms
- Set-off
- Indemnity costs
- Standard costs
15.2 Keywords
- contract
- breach of contract
- set-off
- costs
- cleaning process
- springs
- singapore
- high court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Civil Procedure | 80 |
| Unfair Contract Terms Act | 70 |
| Crossclaims | 60 |
| Costs | 60 |
| Offer to Settle | 50 |
| Warranty Law | 40 |
16. Subjects
- Contract Law
- Civil Procedure
- Commercial Litigation