Star Group Est v Willsoon (FE): Breach of Contract & Sale of Goods Act
Star Group Est Pte Ltd, the appellant, appealed against the District Judge's decision that it had no right to reject a vacuum tanker ordered from Willsoon (FE) Pte Ltd, the respondent, and was not entitled to damages for Willsoon's alleged breach of contract. The High Court allowed the appeal, finding that Willsoon had breached the condition implied by Section 13(1) of the Sale of Goods Act due to discrepancies in the tanker's tank capacity and valve specifications. The court ordered Willsoon to refund the advance payment of $110,000 to Star Group and for the Combi to be returned to Willsoon.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Appeal allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Star Group rejected a vacuum tanker from Willsoon due to breaches of the Sale of Goods Act. The court allowed Star Group's appeal, finding breaches related to tank capacity and valve specifications.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Star Group Est Pte Ltd | Appellant | Corporation | Appeal Allowed | Won | |
| Willsoon (FE) Pte Ltd | Respondent | Corporation | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Lee Meng | Senior Judge | Yes |
4. Counsels
4. Facts
- Star Group won a tender from the Public Utilities Board to provide desilting services.
- Star Group ordered a vacuum tanker from Willsoon for cleaning operations.
- The contract specified a tank capacity of 15,000 litres and two valves.
- Willsoon proposed reducing the tank capacity to 14,000 litres.
- Star Group did not agree to the reduction in tank capacity.
- The Combi was delivered with a 14,000-litre tank and without a separate 4-inch suction valve.
- Star Group rejected the Combi due to the discrepancies.
5. Formal Citations
- Star Group Est Pte Ltd v Willsoon (FE) Pte Ltd, District Court Appeal No 3 of 2020, [2020] SGHC 185
6. Timeline
| Date | Event |
|---|---|
| Star Group won a tender from the Public Utilities Board. | |
| Star Group began providing services for the desilting of trunk sewers for the Public Utilities Board. | |
| Star Group entered into a contract with Willsoon to supply a vacuum tanker. | |
| Willsoon informed Star Group of changes to the design of the Combi. | |
| Willsoon issued a purchase order to its manufacturer in China. | |
| Star Group emailed Willsoon stating they did not agree to changes in specifications. | |
| Star Group emailed Willsoon stating the tank should be able to hold 15,000 litres. | |
| Willsoon emailed Star Group stating the maximum physical size of the tank that could fit Star Group’s truck was 14,000 litres. | |
| Star Group complained about the variation of the Combi’s tank capacity. | |
| The Combi arrived in Willsoon’s warehouse in Singapore. | |
| The official testing session took place. | |
| Star Group emailed Willsoon about various issues with the Combi. | |
| Willsoon emailed Star Group stating it required 5 weeks to complete the required rectifications to the Combi. | |
| Star Group agreed to the request of 5 weeks to rectify matters. | |
| Willsoon informed Star Group that the Combi was ready for re-testing. | |
| The Combi was re-tested. | |
| The Combi was tested again. | |
| Star Group emailed Willsoon to complain about the “serious fault of overheating”. | |
| Willsoon informed Star Group that it had installed a cooler and larger hydraulic tank. | |
| There was a final testing of the Combi. | |
| Star Group emailed Willsoon stating that new problems had surfaced. | |
| Star Group’s former solicitors wrote to Willsoon stating that the latter had breached a material term in the contract. | |
| Willsoon’s former solicitors wrote to Star Group to deny that Willsoon had breached the contract. | |
| Willsoon filed a suit against Star Group in the District Court. | |
| Star Group paid the sum of $163,647 to Willsoon. | |
| The Combi was delivered to Star Group. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Willsoon breached the contract by failing to supply a Combi with the agreed-upon specifications.
- Category: Substantive
- Sub-Issues:
- Failure to comply with specifications
- Breach of implied condition
- Sale by Description
- Outcome: The court determined that the contract for the sale of the Combi was a sale by description.
- Category: Substantive
- De Minimis Rule
- Outcome: The court held that the breaches were not de minimis and that Willsoon could not rely on s 15A of the SGA.
- Category: Substantive
- Waiver
- Outcome: The court found that Star Group did not waive its rights to reject the Combi.
- Category: Substantive
8. Remedies Sought
- Refund of advance payment
- Declaration that Star Group rightfully terminated the contract
- Damages for breach of contract
9. Cause of Actions
- Breach of Contract
- Breach of Implied Condition under Sale of Goods Act
10. Practice Areas
- Commercial Litigation
11. Industries
- Construction
- Environmental Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chai Cher Watt v SDL Technologies Pte ltd | Court of Appeal | Yes | [2012] 1 SLR 152 | Singapore | Cited for the effect of the implied condition in s 13(1) of the Sale of Goods Act and the application of s 15A of the said Act. |
| Varley v Whipp | Queen's Bench Division | Yes | [1900] 1 QB 513 | England and Wales | Cited for the definition of 'sale by description'. |
| Culindo Livestock (1994) Pte Ltd v Ananda UK (China) Limited | High Court | Yes | [2014] SGHC 178 | Singapore | Cited for the principle that a contract for the sale of unascertained goods is a sale by description. |
| Joseph Travers & Sons Ltd v Longel Ltd | Not Available | Yes | [1947] TLR 150 | England and Wales | Cited for the principle that a sale of future goods is a sale by description. |
| Boston Deep Sea Fishing and Ice Co v Ansell | Not Available | Yes | (1999) 39 ChD 339 | England and Wales | Cited for the principle that a party who accepts the other party’s repudiation of the contract may subsequently justify the termination on a different ground if that ground existed at the time of termination. |
| Maredelanto Compania Naviera SA v Bergbau-Handel GmbH (The Mihalis Angelos) | Queen's Bench | Yes | [1971] 1 QB 164 | England and Wales | Cited for the principle that the fact that a contracting party gives a bad reason for determining a contract does not prevent him from afterwards relying on a good one when he discovers it. |
| Chuan Hiap Seng (1979) Pte ltd v Progress Manufacturing Pte Ltd | High Court | Yes | [1995] 1 SLR(R) 122 | Singapore | Cited for the principle that where a buyer rejects goods on the ground of non-conformity by giving no reason or by giving a wrong reason, he may subsequently justify his rejection on a fresh ground provided such ground did in fact exist at the time of rejection. |
| Arcos Ltd v EA Ronaasen & Son | House of Lords | Yes | [1933] AC 470 | United Kingdom | Cited for the principle that if the written contract specifies conditions of weight, measurement and the like, those conditions must be complied with. |
| Filobake Limited v Rondo Limited and Frampton International Ltd | High Court | Yes | [2004] EWHC 695 | England and Wales | Cited and distinguished regarding the proposition that where minor defects can be easily cured, it is unreasonable for the buyer to reject the goods. |
| Filobake Ltd v Rondo Ltd & Anor | Court of Appeal | Yes | [2005] EWCA Civ 563 | England and Wales | Cited and distinguished regarding the proposition that where minor defects can be easily cured, it is unreasonable for the buyer to reject the goods. |
| Browne v Dunn | Not Available | Yes | (1893) 6 R 67 | England and Wales | Cited for the rule that the matter upon which it is proposed to contradict the evidence-in-chief given by a witness must generally be put to him so that he may have an opportunity to explain the contradiction. |
| Ong Jane Rebecca v Lim Lie Hoa and Others | Court of Appeal | Yes | [2005] 3 SLR(R) 116 | Singapore | Cited for the rule in Browne v Dunn. |
| Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd | Court of Appeal | Yes | [2018] 1 SLR 317 | Singapore | Cited for the principle that mere silence or inaction will not normally amount to an unequivocal representation required to support a case on waiver unless there is a duty on the party to speak up. |
| Ong Keh Choo v Paul Huntington Bernado and another | Court of Appeal | Yes | [2020] SGCA 69 | Singapore | Cited for the principle that where a claim is made on a contract, a counterclaim seeking a declaration that the contract is void or unenforceable is, as a general rule, meaningless as all that is needed by the defendant in such a case is a dismissal of the plaintiff’s claim. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Sale of Goods Act (Cap 393, 1999 Rev Ed) | Singapore |
| Sale of Goods Act (Cap 393, 1999 Rev Ed) s13(1) | Singapore |
| Sale of Goods Act (Cap 393, 1999 Rev Ed) s15A | Singapore |
| Sale of Goods Act s 51(2) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Vacuum Tanker
- Combi
- Sale by Description
- Implied Condition
- Tank Capacity
- Suction Valve
- De Minimis
- Waiver
- Repudiation
- Specifications
- Variation
- Rectification
15.2 Keywords
- breach of contract
- sale of goods
- vacuum tanker
- Singapore
- commercial dispute
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Sale of Goods | 95 |
| Breach of Contract | 90 |
| Contract Law | 90 |
| Waiver | 40 |
| Civil Procedure | 30 |
| Measure of Damages | 20 |
| Jurisdiction | 10 |
16. Subjects
- Contract Law
- Sale of Goods
- Commercial Law