chwee kin keong v digilandmall high court chwee kin keong v digilandmall high court

In addition, each of the confirmatory e-mail responses states at the outset: [W]e will be calling you in the near future to deliver the products to the address shown below. In such cases, it would be unconscionable to enforce the bargain and equity will set aside the contract. There can be no other reasonable explanation. The purpose of the amendments was merely to regularise the pleadings and indeed they went no further than to summarise evidence and submissions that had already been raised. Any opinions, findings, conclusions, or recommendations expressed in this material are those of the authors and do not reflect the views of LawTeacher.net. Different protocols may result in messages arriving in an incomprehensible form. 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. What is urged is that, owing to a common error as to some fundamental fact, the agreement is robbed of all efficacy. Cases of fraud and misrepresentation, and undue influence, are all catered for under other existing and uncontentious equitable rules. 127 The attempt to conflate the concept of common law mistake and the equitable jurisdiction over mistake is understandable but highly controversial. 85 Having stated the general rule, it is imperative that the rationale underlying this approach be understood. This is a matter perhaps best left to law reform rather than to incremental judge-made law which may sow the seeds of confusion and harvest the returns of uncertainty. 132 It can be seen from this brief excursus into the law of mistake that this is an abstruse area. 47 Not content with making his own purchases, he woke up his brother and transacted 330 units on his behalf. Slade, in a well reasoned article written not long after Solle v Butcher was decided, asserted: In general, it is submitted that there are no cases which support the proposition that in cases of unilateral mistake, V [the enforcing party] may obtain this relief where the contract is not void at law and there has been no misrepresentation. Having pointed out 6 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 . 26 It is clear from the priority status accorded to the e-mail that the first plaintiff was sharing his knowledge of a good deal. He received this information through an sms message. 2 Who is correct? Before dealing with the point of real substance, it is appropriate to briefly deal with two of the less meritorious contentions advanced. 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. 116 The term snapping up was aptly coined by JamesLJ in Tamplin v James (1880) 15ChD 215 at 221. Contract doctrine is substantially predicated upon achieving an ethical equilibrium between the individualistic ethic and community ethic in order to protect reasonable or legitimate expectations. By their own admission, they made Internet searches through various search engines to ascertain the profits they could make. Normally, however, the task involves no more than an objective analysis of the words used by the parties. . Yong Pung HowCJ in, [T]he function of the court is to try as far as practical experience allows, to ensure that the, Tan Sok Ling, Malcolm Tan and Mohan Das Vijayaratnam (Tan S L and Partners) for plaintiffs; Digilandmall.com Pte Ltd [2004] 2 SLR(R) 594, Rajah JC (as . 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. If an offeree understands an offer in accordance with its natural meaning and accepts it, the offeror cannot be heard to say that he intended the words of his offer to have a different meaning. The defendant, Digilandmall.com Pte Ltd, were an online IT company that sold related software and hardware from Singapore. The appellants featured prominently because of the size of their orders. He has common business interests with the first, third and fourth plaintiffs. The essence of unilateral mistake is the knowledge or deemed knowledge of a mistake and though fraud may often be present it is not an essential ingredient. 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. After referring to a series of leading cases, including the often quoted decision of ThomsonJ in McMaster University v Wilchar Construction Ltd (1971), 22DLR(3d) 9 (Ont HCJ), Chief Justice McLachlin said at p37: One circumstance falling clearly within the equitable jurisdiction of the Court to relieve against mistake is that where one party, knowing of the others mistake as to the terms of an offer, remains silent and concludes a contract on the mistaken terms: Solle, supra; Belle River Community Arena v WJC Kaufman Co (1978), 20OR(2d) 447, 4 BLR 231, 87DLR(3d) 761 (CA). It appears that in Convention transactions, the receipt rule applies unless there is a contrary intention. 111 In Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502 ("Chwee Kin Keong"), this court said at [101]: Under O 20 r 5(1) of the Rules of Court (Cap 322, R 5, 2004 Rev Ed), the court may grant leave to amend a pleading at any stage of the proceedings. The jurisdiction asserted in the former case has not developed. They assumed that to be the position. Mistakes that negative consent do not inexorably result in contracts being declared void. The terms of the offer are clear and unambiguous and the offeree accepts the offer according to its true sense, but it must have been obvious (and known by the offeree) that the offeror did not intend to make an offer in those terms. The decision of the British Columbia Court of Appeal in 25659 BC Ltd v 456795 BC Ltd (1999) 171DLR(4th) 470 at [25] to [26], is instructive: 25 The law of mistake was discussed in depth by McLachlinCJBC in First City Capital Ltd v BC Building Corp (1989), 43BLR 29 (SC). While they did not invariably admit that their searches were made prior to each of the respective transactions, it was plain that they did not tell the whole truth about, 149 It is clear from the authorities reviewed that such a contract, if entered into by a party with actual or presumed knowledge of an error, is void from the outset. In his initial affidavit he admitted wondering whether the price was a mistake after his first order was placed. This is a disingenuous contention that desperately attempts to palliate their conduct in the subject transactions. 15 Early on the morning of 13January 2003 at about 1.17am, the first plaintiff received a message from a friend, Desmond Tan (Desmond), through an Internet chatlink. The first, second and third plaintiffs have been friends for a long time and are bound by common business interests. These statements are not to be interpreted as a clarion call to rewrite commercial agreements because of a partys unreasonable or ignoble behaviour. 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. 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. . Gill & Duffus Landauer Ltd v London Export Corp GmbH [1982] 2 Lloyd's Rep. 627. 92 The Electronics Transaction Act (Cap88, 1999Rev Ed) (ETA) places Internet contractual dealings on a firmer footing. There cannot be any legitimate expectation of enforcement on the part of the non-mistaken party seeking to take advantage of appearances. As for the common law on unilateral mistake, it is claimed that the acid test for its application is not satisfied. Nor is it disputed that Samuel Teo, or any of the other employees of the defendant, was unaware at all material times of the dramatic chain of events so unwittingly initiated by the former. 100 There is however another statute that ought to be taken into consideration in determining the appropriate default rule in e-commerce transactions. The Canadian and Australian cases have moved along with the eddies of unconscionability. VKR a j a hJ C. 27-30 January; 2-6, 9 February; 13 March; 12 April 2004. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. In such cases, where the purchaser has readily accessible means from the very same computer screen, to ascertain through a simple search whether a mistake has taken place, the onus could be upon him to exonerate himself of imputed knowledge of the mistake. Not all one-sided transactions or bargains are improper. The e-mail was given a high importance priority and captioned go load it now!!. Often the essence of good business is the use of superior knowledge. Someone referred me to the HP website which shows the price of this HP Colour LaserJet 4600 Series as S$66.00. He opted to pay for all his purchases by cash on delivery. It would be fair to say that such a person should not have any legitimate expectation that the contract in question will be either respected or sanctioned by court. I note that there have been powerful arguments made to the contrary. 134 It is not really in issue that contracts can be effectively concluded over the Internet and that programmed computers sending out automated responses can bind the sender. Chwee Kin Keong and Others v Digilandmall.com Pte Ltd [2004] 2 SLR 594; [2004] SGHC 71 Suit No: Suit 202/2003/E Decision Date: 12 Apr 2004 Court: High Court Coram: V K Rajah JC Counsel: Tan Sok Ling, Malcolm Tan and Mohan Das Vijayaratnam (Tan S L and Partners) for plaintiffs, Philip Fong Yeng Fatt and Doris Chia Ming Lai (Harry Elias In these circumstances we can see no option but so to hold. u think this is the 1970s?? In doing so, they appear to have also conflated equitable and common law concepts. 82 The plaintiffs strenuously opposed the defendants amendments principally on the ground it was made at a late juncture. They are all well-educated professionals articulate, entrepreneurial and, quite bluntly, streetwise and savvy individuals. Given his professional and business background, he must have realised that the $66 price posting on the HP website was an error. 53 He claimed that seeing the same price on the Digilandmall website confirmed his view that there had been no mistake. 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. Needless to say, this goes to the very heart of the claims sustainability. com Pte Ltd30 that was primarily about unilateral mistake. The first and fifth appellants each ordered a hundred printers, while the other appellants ordered more than a hundred printers each. It can be persuasively argued that e-mails involving transactions embraced by the Convention are only effective on reaching the recipient. In common mistake, both parties make the same mistake. He had left everything to his brother. What is urged is that, owing to a common error as to some fundamental fact, the agreement is robbed of all efficacy. Her evidence was inconsequential and did not assist the plaintiffs. It deals with the process rather than the substance of how to divine the rule. A court is not likely to take a sympathetic view of such manner of amendment. Desmond: 13/01/20 01:25 I think one of the wrong posted price, Scorpio: 13/01/20 01:25 damn dont tell me they realised their error already, Scorpio: 13/01/20 01:32 shiok can make a quick profit by selling them cheap shd buy more. His credibility on the material points was dubious, at best. Promotions would be indicated by a P inside a yellow circle next to the product in question. He is currently employed as an accountant in an accounting firm, Ernst & Young. The fact that it may have been negligent is not a relevant factor in these proceedings. As this is a critical issue, it is imperative that each of their positions be carefully evaluated. Other Jurisdictions. Their They proceeded to file their amendments to the statement of claim as if leave had already been given. It is, in large measure, determined by making an objective appraisal of the exchanges between the parties. The most that the court can do in these circumstances is to refuse E [the other party, who wants the contract held void] specific performance, which lies in the discretion of the court and will probably be refused where E has been guilty of some degree of sharp practice. In such cases, it would be unconscionable to enforce the bargain and equity will set aside the contract, 26 I respectfully agree with the reasoning of ShawJ in. Palm tree justice will only serve to inject uncertainty into the law. Has an agreement been reached or not? It will firstly discuss the fact that such a tort Our academic writing and marking services can help you! The knowledge that the offer is not meant according to its literal terms simply displaces the objective theory of contract. Scorpio: 13/01/20 01:24 huh?? 118 The Canadian courts have been the most active common law courts explicating and developing this area of the law. Prior to being self-employed, he was a corporate banker with Standard Chartered Bank, Singapore, for four years. If there appears to be no reasonable explanation for an absurd price discrepancy, it is axiomatic that any hasty conduct, such as the plaintiffs, in snapping up products, should be punctiliously scrutinised and dissected. Having ascertained the true market price, it would have appeared crystal clear, given the huge disparity in the pricing, that a manifest mistake had occurred. The case of Hartog v Colin & Shields [1939] 3All ER 566 is incontrovertibly the leading authority in this area. 96 In an Internet sale, a prospective purchaser is not able to view the physical stock available. So its going to be our reputation at stake, we thought we had a successful transaction.. The answer on the authorities is a mistake by one party of which the other, 111 This approach appears to have been endorsed by Judith PrakashJ in, 114 For good measure, I should allude that the plaintiffs in their written submissions concede that in order to establish that mistake is operative at common law, the defendant has to show in this instant case that the plaintiffs each had, 115 There is a distinct line of cases within the narrow confines of unilateral mistake where the common law has been resolutely disinclined to enforce apparent contracts. Alternatively, knowledge may be readily inferred from what would be regarded as commonly known or notorious facts in the context of the transaction. The most recent and authoritative pronouncement in this area (per Lord Phillips of Worth Matravers in Shogun Finance Ltd v Hudson [2003] 3 WLR 1371 at [123]) states: A contract is normally concluded when an offer made by one party (the offeror) is accepted by the party to whom the offer has been made (the offeree). He has incorporated an Internet business Dreamcupid in which the second plaintiff has an interest. I do not accept that there were no discussions between them on the price posting being an error. 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. The plaintiffs also assert in their submissions that if contracts are only upheld if parties acted honourably there would be very few contracts left standing in the commercial world. Rather they assist in explaining how the common law has incrementally and cautiously allowed and continues to mould exceptions to the application of the objective theory of contracts. Inflexible and mechanical rules lead to injustice. ThompsonJ of the Ontario High Court applied Hartog v Colin & Shields ([115] supra) and held that the parties were not ad idem and found that no contract had been formed. This is in contrast to the English position where after several decades Hartog v Colin & Shields still remains the locus classicus. 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.