iVenture Card v Big Bus: Breach of Contract, Inducement, Conspiracy & Damages in Tourism Pass Dispute
iVenture Card Limited and iVenture Card International Pty Ltd sued Big Bus Singapore City Sightseeing Pte Ltd, Singapore Ducktours Pte Ltd, Heng See Eng, and Low Lee Huat for breach of contract, inducement of breach, breach of confidence, and unlawful means conspiracy related to agreements concerning the 'Relaunched Pass,' a tourist attractions aggregator pass. Big Bus counterclaimed for repudiation of agreements and unpaid invoices. The High Court found that Big Bus repudiated the Licence Agreement and Reseller Arrangement, and iVenture repudiated the Service Level Agreement. The court awarded damages to both parties, with a net judgment in favor of Big Bus.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Big Bus against iVenture for the net amount of $118,926.52 and judgment for iVenture against Big Bus and Ducktours (jointly and severally) for the amount of $1,778.32.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
iVenture Card sued Big Bus for breach of contract over a tourism pass agreement. The court found partial breaches and awarded damages.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| iVenture Card Limited | Plaintiff | Corporation | Partial Win | Partial | |
| iVenture Card International Pty Ltd | Plaintiff | Corporation | Lost | Lost | |
| Big Bus Singapore City Sightseeing Pte Ltd | Defendant, Plaintiff in Counterclaim | Corporation | Partial Win | Partial | |
| Singapore Ducktours Pte Ltd | Defendant | Corporation | Partial Loss | Partial | |
| Heng See Eng | Defendant | Individual | Won | Won | |
| Low Lee Huat | Defendant | Individual | Won | Won | |
| iVenture Card Travel Ltd | Defendant in Counterclaim | Corporation | Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
4. Facts
- iVenture and Big Bus entered into agreements to re-launch the Singapore Pass.
- The Licence Agreement covered the sale of the Relaunched Pass on iVenture's website.
- The Service Level Agreement involved technical services and access to the Smartvisit System.
- A Reseller Arrangement allowed both plaintiffs to resell the Relaunched Pass.
- Big Bus suspended sales and activation of the Relaunched Pass.
- iVenture suspended Big Bus' access to the SORSE System.
- Big Bus terminated the Licence and Service Level Agreements.
5. Formal Citations
- iVenture Card Ltd and another v Big Bus Singapore City Sightseeing Pte Ltd and others, Suit No 1173 of 2017, [2020] SGHC 109
6. Timeline
| Date | Event |
|---|---|
| Ducktours operated a local tourist attractions aggregator pass, called the Singapore Pass. | |
| iVenture and DUCK & HiPPO Group entered into a collaboration to re-launch the Singapore Pass. | |
| Preliminary agreement between iVenture and Big Bus. | |
| Licence Agreement between iVenture and Big Bus signed. | |
| Service Level Agreement between iVenture, Smartvisit, and Big Bus signed. | |
| Emails exchanged between Mr Rieveley, Smartvisit and the defendants regarding SORSE System setup. | |
| Parties agreed to a 'contra arrangement' for invoice payments. | |
| Emails confirm 30 Day Credit Term applies with 'contra arrangement'. | |
| Mr Rieveley refused to pay Big Bus’ invoice for September 2017. | |
| Big Bus imposed a suspension in respect of the Relaunched Pass business. | |
| iVenture retaliated by imposing its own suspension to cut off Big Bus’ access to the SORSE System. | |
| Big Bus followed up with another suspension. | |
| Big Bus suspended all redemptions of the Relaunched Pass. | |
| Big Bus refused to lift its suspensions unless iVenture provided an advance remittance of $150,000 and a banker’s guarantee. | |
| Big Bus’ solicitors’ letter terminated the Licence and Service Level Agreements. | |
| iVenture’s solicitors’ letter accepted Big Bus’ repudiations. | |
| Trial began. | |
| Trial. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Big Bus repudiated the Licence Agreement and Reseller Arrangement, and iVenture repudiated the Service Level Agreement.
- Category: Substantive
- Sub-Issues:
- Repudiation
- Termination
- Failure to perform condition precedent
- Related Cases:
- [1998] 3 SLR(R) 447
- Inducement of Breach of Contract
- Outcome: The court found Ducktours liable for inducing Big Bus' breach of the Licence Agreement.
- Category: Substantive
- Related Cases:
- [1920] 2 KB 497
- [2018] 1 SLR 818
- Unlawful Means Conspiracy
- Outcome: The court found Big Bus and Ducktours liable for unlawful means conspiracy against iVenture.
- Category: Substantive
- Related Cases:
- [2018] 1 SLR 818
- Breach of Confidence
- Outcome: The court dismissed the claim for breach of confidence.
- Category: Substantive
- Related Cases:
- [1969] RPC 41
- Termination of Contract
- Outcome: The court found that Big Bus validly terminated the Licence and Service Level Agreements on 6 December 2017.
- Category: Substantive
- Related Cases:
- [2009] 4 SLR(R) 602
8. Remedies Sought
- Monetary Damages
- Return of Terminals
9. Cause of Actions
- Breach of Contract
- Inducement of Breach of Contract
- Breach of Confidence
- Unlawful Means Conspiracy
10. Practice Areas
- Commercial Litigation
- Contract Disputes
- Tourism Industry Disputes
11. Industries
- Tourism
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| San International Pte Ltd (formerly known as San Ho Huat Construction Pte Ltd) v Keppel Engineering Pte Ltd | Court of Appeal | Yes | [1998] 3 SLR(R) 447 | Singapore | Cited for the principle of repudiatory breach by renunciation. |
| Said v Butt | N/A | Yes | [1920] 2 KB 497 | N/A | Cited for the principle that directors are not personally liable for company's contractual breaches if acting bona fide within their authority. |
| PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and others | Court of Appeal | Yes | [2018] 1 SLR 818 | Singapore | Approved the principle in Said v Butt regarding directors' personal liability for company's contractual breaches. |
| Coco v AN Clark (Engineers) Ltd | N/A | Yes | [1969] RPC 41 | England | Cited for the three-limb test for breach of confidence. |
| Alliance Concrete Singapore Pte Ltd v Comfort Resources Pte Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 602 | Singapore | Cited for the principle that an innocent party can rely on any ground of termination which existed at the time of election. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal | N/A | Yes | [2018] 2 SLR 655 | Singapore | Cited for the principle that damages for torts arising from breach of contract are assessed similarly to contract damages. |
13. Applicable Rules
| Rule Name |
|---|
| O 15, r 3(1) of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
| O 15, r 4(1) of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Relaunched Pass
- Smartvisit System
- SORSE System
- Licence Agreement
- Service Level Agreement
- Reseller Arrangement
- 30 Day Credit Term
- First Suspension
- Second Suspension
- SORSE System Suspension
- Mutual dependency clause
15.2 Keywords
- breach of contract
- tourism pass
- repudiation
- inducement
- conspiracy
- damages
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 90 |
| Contract Law | 85 |
| Discharge | 80 |
| Inducement of Breach of Contract | 75 |
| Conspiracy by Unlawful Means | 70 |
| Breach of Confidence | 65 |
| Damages | 60 |
16. Subjects
- Contract Law
- Tourism
- Commercial Disputes