Engineering Centre v EFE (SEA): Summary Judgment & Agent's Authority

In the High Court of Singapore, Engineering Centre of Industrial Constructions and Concrete sued EFE (S.E.A) Pte Ltd and Wilfred Quiah for a debt of US$2,592,000 assigned to them by Outsourcing & Management Solutions Limited (OMS). The Plaintiff applied for summary judgement, which was granted by the Assistant Registrar. The Defendants appealed, arguing that the debt assignment was improperly executed because Mr. Plekhanov of OMS lacked the authority to assign the debt. Aedit Abdullah J. dismissed the appeal, finding no triable issues or bona fide defenses raised by the Defendants.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Appeal dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Summary judgment granted to Engineering Centre against EFE (SEA) for debt assignment. Key issue: authority of agent to execute agreement.

1.7 Decision Date

10 January 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Engineering Centre of Industrial Constructions and Concrete	Plaintiff	Corporation	Judgment for Plaintiff	Won	Bazul Ashhab bin Abdul Kader of Oon & Bazul LLP Chan Cong Yen Lionel (Chen Congren) of Oon & Bazul LLP Ashvin Shanmugaraj Thevar of Oon & Bazul LLP
EFE (S.E.A) Pte Ltd	Defendant, Appellant	Corporation	Appeal Dismissed	Lost	Vasantha Kumar s/o N K Perumal of Vas Kumar & Co
Wilfred Quiah	Defendant, Appellant	Individual	Appeal Dismissed	Lost	Vasantha Kumar s/o N K Perumal of Vas Kumar & Co

3. Judges

Judge Name	Title	Delivered Judgment
Aedit Abdullah	Judge	Yes

4. Counsels

Counsel Name	Organization
Bazul Ashhab bin Abdul Kader	Oon & Bazul LLP
Chan Cong Yen Lionel (Chen Congren)	Oon & Bazul LLP
Ashvin Shanmugaraj Thevar	Oon & Bazul LLP
Vasantha Kumar s/o N K Perumal	Vas Kumar & Co

4. Facts

Defendants entered into a Settlement Agreement with Outsourcing & Management Solutions Limited (OMS) to pay US$2,392,000.
Defendants failed to pay the settlement sum by the stipulated deadline.
OMS commenced Suit 486 against the Defendants for payment of the increased settlement amount of US$2,592,000.
OMS assigned its rights under the Settlement Agreement to the Plaintiff.
Notice of the debt assignment agreement was given to the Defendants in February 2019.
The Plaintiff commenced Suit 425 against the Defendants to recover the assigned debt.
The Defendants claimed that Mr. Plekhanov lacked the authority to enter into the debt assignment agreement on behalf of OMS.

5. Formal Citations

Engineering Centre of Industrial Constructions and Concrete v EFE (SEA) Pte Ltd and another, Suit No 425 of 2019 (Registrar’s Appeal No 315 of 2019), [2021] SGHC 01

6. Timeline

Date	Event
2018-03-01	Settlement Agreement entered into between Defendants and Outsourcing & Management Solutions Limited
2018-04-19	Deadline for Defendants to pay settlement sum to Outsourcing & Management Solutions Limited
2018-05-04	Deadline for Defendants to pay increased settlement sum to Outsourcing & Management Solutions Limited
2018-05-09	Outsourcing & Management Solutions Limited commenced Suit 486 against the Defendants
2018-12-20	Power of attorney issued by OMS in Mr Plekhanov’s favour
2018-12-28	Debt assignment agreement entered into between Plaintiff and Outsourcing & Management Solutions Limited
2019-01-07	Ms Ling Li sent a letter to revoke the two powers of attorney
2019-02-20	Suit 486 was discontinued by Outsourcing & Management Solutions Limited
2019-02-01	Notice of the debt assignment agreement was given to the Defendants
2019-04-23	Suit 425 commenced by the Plaintiff
2019-08-14	Plaintiff applied for summary judgment in SUM 4033
2019-10-17	Defendants filed their notice of appeal against the Assistant Registrar’s decision in SUM 4033
2020-03-04	Defendants filed two applications – the former to adduce further evidence on appeal, and the latter to amend their pleaded defence
2020-06-15	Arguments on these applications were heard
2020-06-22	I allowed both applications
2020-07-06	Substantive hearing of RA 315 was finally fixed
2020-07-23	Decision released to the parties
2021-01-11	Judgment Date

7. Legal Issues

Authority of Agent
- Outcome: The court held that Mr. Plekhanov had the requisite authority to sign the debt assignment agreement on behalf of OMS.
- Category: Substantive
- Sub-Issues:
  - Validity of Power of Attorney
  - Scope of Authority
Summary Judgment
- Outcome: The court found that the Defendants failed to raise any triable issues or bona fide defenses.
- Category: Procedural
- Sub-Issues:
  - Triable Issues
  - Bona Fide Defence
Debt Assignment
- Outcome: The court held that the debt assignment was valid and that there was no contractual prohibition against assignment.
- Category: Substantive
- Sub-Issues:
  - Validity of Assignment
  - Prohibition of Assignment

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract
Debt Assignment

10. Practice Areas

Commercial Litigation
Summary Judgment

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Akfel Commodities Turkey Holding Anonim Sirketi v Townsend, Adam	Court of Appeal	Yes	[2019] 2 SLR 412	Singapore	Cited for the principle that unconditional leave to defend should be granted if a defendant shows a fair probability of a bona fide defence.
Habibullah Mohamed Yousuff v Indian Bank	Unknown	Yes	[1999] 2 SLR(R) 880	Singapore	Cited for the principle that unconditional leave to defend should be granted if a defendant shows that he has a fair case for a defence, reasonable grounds for setting up a defence, or a fair probability that he has a bona fide defence.
Goh Chok Tong v Chee Soon Juan	Unknown	Yes	[2003] 3 SLR(R) 32	Singapore	Cited for the principle that leave would not be granted where the court could not find that there was a reasonable probability that the defendant had a real or bona fide defence.
Bank Negara Malaysia v Mohd Ismail	Unknown	Yes	[1992] 1 MLJ 400	Malaysia	Cited for the principle that the Court must assess whether the defence put up is equivocal, lacking in precision, inconsistent with undisputed contemporary documents or inherently improbable.
M2B World Asia Pacific Pte Ltd v Matsumura Akihiko	High Court	Yes	[2015] 1 SLR 325	Singapore	Cited with approval the passage from Bank Negara Malaysia regarding the duty of a judge in an O 14 application.
Wayne Burt Commodities Pte Ltd v Singapore DSS Pte Ltd	High Court	Yes	[2017] SGHC 70	Singapore	Cited for express approval and application of the proposition of law in Bank Negara Malaysia.
Olivine Capital Pte Ltd and another v Chia Chin Yan and another matter	Court of Appeal	Yes	[2014] 2 SLR 1371	Singapore	Cited for the principle that a fresh defence that is not pleaded cannot be relied upon by the defendant in O 14 proceedings unless the defence is amended or unless the case is an exceptional one where the court concerned is of the view that there are good reasons to permit reliance on such a fresh defence

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R 5, 2014 Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Settlement Agreement
Debt Assignment Agreement
Power of Attorney
Summary Judgment
Triable Issue
Bona Fide Defence
Beneficial Owner
Assignment
Authority

15.2 Keywords

summary judgment
debt assignment
agency
power of attorney
contract

17. Areas of Law

Area Name	Relevance Score
Summary Judgement	80
Civil Practice	75
Agency Law	65
Contract Law	60

16. Subjects

Contract Law
Agency Law
Civil Procedure