Delivery was merely a timing issue. Inflexible and mechanical rules lead to injustice. The prospective buyer has to make an offer to purchase which is then accepted by the merchant. Ltd.1 has the makings of a student's classic for several rea- It is postulated by many of the leading treatises that equity has a broad church incorporating a more elastic approach and a court of equity may rescind a contract, award damages or, in limited circumstances, fashion a remedy, to suit the justice of the matter. In the recent case of Chwee Kin Keong and others v Digilandmall.com Pte Ltd (2005), the Singapore Courts were provided with an opportunity to revisit the law concerning mistakes made in the formation of a contract, in particular, in the context of online contracts. 1.47K subscribers Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] Facts The defendant, Digilandmall.com Pte Ltd, were an online IT company that sold related software and hardware from. The affidavits did not add anything new. 28 In any event, the first plaintiffs commercial background and business experience alone would have amply alerted him to the likelihood of the pricing being a mistake, even without his conversation with Desmond. (See for example the approach in Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] 1AllER 512.) In some unusual circumstances where a unilateral mistake exists, the law can find a contract on terms intended by the mistaken party. The fact that it may have been negligent is not a relevant factor in these proceedings. Desmond: 13/01/20 01:44 if they dont honor it Scorpio: 13/01/20 01:45 sell me one lah name your price ;-) sue them lor , Desmond: 13/01/20 01:45 I think they will give vouchers or special deals. In the light of that consideration we can see no way that Solle v Butcher can stand with Bell v Lever Bros Ltd. This judgment text has undergone conversion so that it is mobile and web-friendly. Furthermore, they relied on a passage from, At the trial leave to amend particulars will as a rule be refused (, 84 It is axiomatic that a court will generally be cautious if not reluctant to effect any amendments once the hearing has commenced; even more so once the evidential phase of the proceedings has been completed. His girlfriend, Tan Cheng Peng, is also a director and shareholder of the company in which he has a stakeholding with the first and second plaintiffs. Section13 of the ETA deems that a message by a partys automated computer system originates from the party itself. I drew counsels attention to Halsburys Laws of Australia (Butterworths, 1992), vol6 at para 110-5550 which states: A particular class of case which illustrates unilateral mistake as to the terms intended, known to the other party, is that in which an offer which would be very advantageous to the offeree is snapped up by the offeree. Added to his own purchases of 760 units, he was effectively responsible for the purchase of 1,090 laser printers. In principle, there is no difference between amending particulars and amending say, a cause of action, defence or any other part of substance in a pleading. This price was much lower than the actual retail price, and had been posted on the defendant's website by mistake. In a Straits Times report dated 15January 2003 captioned $66 printer error angry customers seek lawyers help, it was reported that the second plaintiff, described as a network marketer had on 13January at about 2.00am stumbled upon a offer he could not believe $66 for a Hewlett Packard laserjet printer that normally sells for $3,854 before GST. Scorpio: 13/01/20 01:24 huh?? 140 The defendant has however properly asserted that there was a unilateral mistake that vitiated all the contracts. Chwee Kin Keong v Digilandmall.com Pte Ltd Case No.s Suit 202/2003/E (for the first instance), CA/30/2004 (for the appeal) Name and level of courts High Court of Singapore(at first instance), Singapore Court of Appeal Member of courts VK Rajah, JC (for the first instance), Chao Hick Tin JA, Kan Ting Chiu J, Yong Pung How CJ Ltd.1 has the makings of a student's classic for several reasons: it presents a textbook example of offer and acceptance; it is set in the context of internet contracting; it involves the use in evidence of email, instantaneous messaging, and short messaging system (SMS); and it . He also claimed to have talked to buyers in the market about reselling the laser printers and that the failure to procure the units would tarnish his reputation. Digilandmall.com Pte Ltd. Merchants may find their contracts formed in foreign jurisdictions and therefore subject to foreign laws. 20 Annexed to this e-mail was the first plaintiffs earlier mass e-mail. It is axiomatic that normal contractual principles apply but the contractual permutations will obviously be sometimes more complex and spread over a greater magnitude of transactions. I do not accept that there were no discussions between them on the price posting being an error. Scorpio: 13/01/20 01:33 as many as I can! It appears that he was also in touch with the fifth plaintiff as evidenced by an e-mail sent later that morning by the fifth plaintiff to both him and the second plaintiff containing research on what companies who had made similar Internet errors did. Case name. 53 He claimed that seeing the same price on the Digilandmall website confirmed his view that there had been no mistake. I was neither impressed nor convinced. Desmond: 13/01/20 01:41 u want it for profit or personal use? 111 This approach appears to have been endorsed by Judith PrakashJ in Ho Seng Lee Construction Pte Ltd v Nian Chuan Construction Pte Ltd [2001] 4 SLR 407 at [84] where it was also accepted that: The test is an objective one based on what a reasonable person would have known in similar circumstances. But there would have, at least, to be some real reason to suppose the existence of a mistake before it could be incumbent on one party to question whether another party meant what he or she said. So its going to be our reputation at stake, we thought we had a successful transaction.. The first plaintiffs callname in this exchange is Scorpio. 7191 RSS High Court Expand/Collapse. e-Archive | SAcLJ | AP Journals Online Typical transactions are usually but not invariably characterised by (a)indecent alacrity; and (b)behaviour that any fair-minded commercial person similarly circumstanced would regard as a patent affront to commercial fairplay or morality. This provision acknowledges that the essential framework of an electronic contract needs to be considered in the usual manner; in other words, principles of contract formation, consideration, terms and conditions, choice of law and jurisdictional issues need to be examined. Having expressed my views on consideration, I should also add for good measure that, in any event, there is ample consideration. When, however, the cases provoked by these factual situations are analysed, they will be seen to fall, not into three, but only two distinct legal categories. He graduated from NTU as a bachelor of business studies, specialising in financial analysis. From time to time they communicate with each other, 4 The defendant is a company that sells information technology (IT) related products over the Internet to consumers. Pages 74 Ratings 100% (5) 5 out of 5 people found this document helpful; Forming an Agreement, Offer and Acceptance Flashcards | Quizlet The present article analyses the many important issues that are raised by what is probably the first case on Internet mistake - the Singapore High Court decision of Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR 594. In a physical sale, the merchant can immediately turn down an offer to purchase a product that has been advertised; otherwise he may be inundated with offers he cannot justify. Between 3.13am and 4.00am the second plaintiff revisited the website four times placing four further orders for 20 laser printers each time. After the defendant intimated that it would not be delivering the laser printer, he sent an e-mail excoriating it, asserting, I felt that I had done all that was conceivably within my means to ensure that the Price was. It had consciously not inserted any limits to the number of products a buyer could purchase again, quite clearly, to solicit more business. So there is a contract and therefore the defendant is liable in breach of contract. Case Update: B2C2 Ltd v Quoine Pte Ltd [2019] SGHC(I) 3; Quoine v B2C2 He acknowledged having had conversations with the other plaintiffs about how much money we can sell the printer and how much we can make and about storage space as well as how many units we intend to buy. The contract was held to be void because there was no consensus on the terms. The individualistic ethic seeks to maximise individual goals and the community ethic seeks to set norms for commercial morality and to ensure that fair dealing and community cohesiveness are observed and maintained. The issue could be critical where third party rights are in issue as in. Chwee Kin Keong v Digilandmall.com Pte Ltd | India Contract Law The recipients of this e-mail included the second, fourth, fifth plaintiffs and Tan Cheng Peng, the third plaintiffs girlfriend. 11 The single most controversial issue in these proceedings is the knowledge possessed and/or belief entertained by each of the plaintiffs when they entered into each of the transactions for the purchase of the laser printers. There are, however, other sound reasons to argue against such a rule in favour of the recipient rule. If coherence is to be restored to this area of our law, it can only be by declaring that there is no jurisdiction to grant rescission of a contract on the ground of common mistake where that contract is valid and enforceable on ordinary principles of contract law. A number of them have very close relationships, with some of them even sharing common business interests. The elements of an offer and acceptance are ex facie satisfied in every transaction asserted in the plaintiffs claims. There must be consensus ad idem. There is no merit at all in this contention. Unfortunately, they mistakenly offered the price at so much per pound in place of so much per piece. In light of these general observations, I now address the law on unilateral mistake. The leading Canadian decision in this area is the case of, 120 The widening of jurisdiction to embrace a broad equitable jurisdiction could well encourage litigious behaviour and promote uncertainty. The other school of thought views the approach outlined earlier with considerable scepticism. 24 While the first plaintiff conceded that he had communicated to the second and third plaintiffs the existence of a good deal, he maintained he did not discuss the possibility of the pricing being a mistake. At 4.15am, he sent an email to the first plaintiff, copied to the second plaintiff, with a happy emoticon following check out the prices here (see [19]. Placing an advertisement on the Internet is essentially advertising or holding out to the world at large. . Scorpio: 13/01/20 01:42 I want at least one for personal use 2 would be good coz my gf needs one too any more than that would be a bonus ;-), Scorpio: 13/01/20 01:43 anyway, I dont mind buying over if you have frens who want to sell buy at twice the price!! Some of the plaintiffs appeared rather coy or ignorant in this regard but I did not find their performance believable. He conducted the searches to ascertain what the laser printers true price was. The case involved the sale of printers by the defendant at a price of S$66. He has common business interests with the first, third and fourth plaintiffs. The case of Hartog v Colin & Shields [1939] 3All ER 566 is incontrovertibly the leading authority in this area. The elements of an offer and acceptance are, 139 Next, the defendant contends that no consideration passed from the plaintiffs to them. However, if the defendant did not have stock, it would immediately call the supplier and procure the products for the end-user. [2005] 1 SLR(R) Chwee Kin Keong v Digilandmall Pte Ltd 521. whether constructive knowledge by a non-mistaken party of the mistake would suffice to vitiate the contract ab initio. com Pte Ltd30 that was primarily about unilateral mistake. He claimed that he had not asked her to do the research and that she had done it independently. As for the common law on unilateral mistake, it is claimed that the acid test for its application is not satisfied. Philip Fong Yeng Fatt and Doris Chia Ming Lai (Harry Elias Partnership) for defendant, Chwee Kin Keong; Tan Wei Teck; Yeow Kinn Keong Mark; Ow Eng Hwee; Tan Chun Chuen Malcolm; Yeow Kinn Oei Interestingly, Desmond also remarked to the first plaintiff that he wasnt greedy before I tok to u. The rationale for this is that a court will not sanction a contract where there is no consensus ad idem and furthermore it will not allow, as in the case of unilateral mistake, a non-mistaken party to take advantage of an error which he is or ought to be conscious of. It can however be observed that in mass mistake cases, even when there is no direct evidence as in these proceedings, the court could be prepared to pragmatically assume actual or deemed knowledge of the manifest mistake. He too affirmed from his searches that the normal price of the laser printer was in the region of US$2,000. 4, 1971, p. 331. How come got such thing? The product descriptions in all the other pages of the respective websites, at the material time, carried a full detailed description of all advertised products. The preface I do not know in no way detracts from this; the e-mail being addressed to a large group of 54 persons, the first plaintiff would simply not have wanted to commit himself by saying I know. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. (PDF) Intention to Create Legal Relations and the Reform of Contract 110 In OT Africa Line Ltd v Vickers Plc [1996] 1Lloyds Rep 700 at 703, ManceJ held that the objective theory ought not to apply if a party had knowledge that a mistake had occurred: The question is what is capable of displacing that apparent agreement. If he was prepared to commit this view in writing to a larger circle of 54 friends and business associates, 47 Not content with making his own purchases, he woke up his brother and transacted 330 units on his behalf. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. There is no question, however, that he placed the orders, that these orders were received by the HP website and that the same automated response sent to the other plaintiffs was sent out to him. 146 A purchaser in a case of apparent unilateral mistake, who purchases for genuine own use a product, may not always be viewed as guilty of engaging in snapping up. Chwee Kin Keong and Others v Digilandmall.com Pte Ltd [2005] SGCA 2 Civil Procedure - Costs - Principles - Respondent failing in every aspect of defence except on issue of unilateral mistake - Trial judge awarding full costs to respondent - Whether respondent entitled to full costs By their own admission, they made Internet searches through various search engines to ascertain the profits they could make. There is however much to be said in favour of rationalising the law of mistake under a single doctrine incorporating the best elements of common law and equity. I have carefully considered the issue of costs and have noted that the defendant had, in the process of mounting a root and branch attack on the plaintiffs claim, pursued some unmeritorious contentions. Acceptance sent through email; is the postal rule applicable? He also participates in multi-level marketing of Bel-Air aromatherapy products. It argues that the decision is both fair and economically grounded, and proposes an alternative view to that offered by classical contract law - one that sees fairness intertwined He claims visiting, 62 Like the second plaintiff, the fifth plaintiff played a pivotal role in the events leading to these proceedings. 95 The known availability of stock could be an important distinguishing factor between a physical sale and an Internet transaction. In evidence he explained his conduct in the following manner: I felt that I had done all that was conceivably within my means to ensure that the Price was not a mistake. The payment mode opted for was cash on delivery. They contended that the entire ICQ conversation, infused with such a jocular tone, should be disregarded. Similar works. Vincent. This e-mail was sent only after the first plaintiff had made his own Internet searches on the pricing of the laser printer. He is also described as the sole proprietor and manager of two other businesses that provide business support and consultancy. From time to time there will be cases where this is an overriding consideration. Given its global reach and ever changing technological advancements, Internet usage will pose a myriad of issues for resolution. 85 Having stated the general rule, it is imperative that the rationale underlying this approach be understood. 139 Next, the defendant contends that no consideration passed from the plaintiffs to them. This thread helps to rationalise the development of the common law but ought not to be viewed as supporting the existence of a general test of commercial morality tantamount to the test of unconscionability invoked by equity. Defence counsel indicated that he wanted to regularise the position on the agency relationship between third and sixth plaintiffs which had been thrashed out during cross-examination; he also wished to plead additional particulars of the respective plaintiffs actual knowledge of or belief in a mistake having occurred, which had emerged both before and during the hearing. I do not accept that there were no discussions between them on the price posting being an error. Errors may incur wholly unexpected, and sometimes untoward, consequences as these proceedings so amply demonstrate. Therefore, administrative law encompasses Is the Right to Privacy Adequately Protected? . It would be illogical to have different approaches for different product sales over the Internet. He is currently a supervisor in the taxation department of an international accounting firm, Deloitte & Touche, specialising in corporate taxation services. It is not necessary to prove actual knowledge on the part of the non-mistaken party in order to ground relief, as in this context one is taken to have known what would have been obvious to a reasonable person in the light of the surrounding circumstances: Hartog v Colin and Shields [1939] AllER 566 (KBD); McMaster University; Stepps Investments, supra; Taylor, supra. He appeared distinctly uncomfortable during several phases of his cross-examination and his answers on crucial points were evasive and often vague.. His evidence in relation to the level and nature of communications he had with the second and third plaintiffs on the morning in question lacked candour. 80 Upon the conclusion of submissions, I directed counsel to appear before me. He appeared distinctly uncomfortable during several phases of his cross-examination and his answers on crucial points were evasive and often vague.. His evidence in relation to the level and nature of communications he had with the second and third plaintiffs on the morning in question lacked candour. . In the absence of proper and full arguments on the issue of which rule is to be preferred, I do not think it is appropriate for me to give any definitive views in these proceedings on this very important issue. I cannot accept that. The quintessential approach of the law is to preserve rather than to undermine contracts. The first, second and third plaintiffs have been friends for a long time and are bound by common business interests. Rules of court which are meant to facilitate the conduct of proceedings invariably encapsulate concepts of procedural fairplay. Having said that, this exception must always be prudently invoked and judiciously applied; the exiguous scope of this exception is necessary to give the commercial community confidence that commercial transactions will almost invariably be honoured when all the objective contractual indicia are satisfied. 2 [2004] 2 SLR 594 ("the Digilandmall case") (The decision was very recently affirmed by the Singapore Court of Appeal in Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] SGCA 2, albeit on somewhat different grounds and where the focus was on the law of unilateral mistake rather than formation of contract.)]. This constituted more than a quarter of the total number of laser printers ordered. The e-mails had all the characteristics of an unequivocal acceptance. Someone referred me to the HP website which shows the price of this HP Colour LaserJet 4600 Series as S$66.00. Ltd} has the makings of a student's classic for several rea sons: it presents a textbook example of offer and acceptance; it is set in the context In common mistake, both parties make the same mistake. It is plain that the defendant had given careful consideration to this issue and was prepared to contract on the basis that it would be able to comply with any orders hence, there was no reference to any order being subject to stock availability. Civil Procedure Pleadings . The plaintiffs were not being candid when they portrayed very limited exchanges between themselves, dealing allegedly with only the profits to be made and their ability to resell the laser printers. Ltd. Yeo Tiong Min* I. No cash had been collected. He claimed he wanted to find out how much profit he could make. 19 Later in the morning, at about 4.15am, the fourth plaintiff sent the following e-mail to the first plaintiff, copied to the second plaintiff only: Subject: Re: IMPT HP Colour LaserJet going at only $66!! The current general approach is correctly stated in Professor Jeffrey Pinslers Singapore Court Practice 2003 (LexisNexis, 2003) at para20/5/7: An amendment may be allowed even after both parties have made their closing submissions. I reject this. 74 Under product description on each webpage, instead of the actual description of the laser printer which in this case should have been HP9660A Color LaserJet 4600, only the numerals 55 appeared: this was the result of Samuel Teos earlier inadvertent input. There is no doubt that the plaintiffs acted with indecent haste in the dead of the night in placing as many orders as each of them felt their financial resources credibly permitted them to do. An FAQ guide to electronic contracts in Singapore - Lexology
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