SWISSCO OFFSHORE PTE LTD V SEABED OFFSHORE PTE LTD

[2009] SGHC 30, Singapore High Court, Tay Yong Kwang J, 6 Feb 2009

Contracts – Shipbuilding – Plaintiff agreed to sell vessel to defendant – Alleged repudiatory breach by defendant in failing to complete the sale and pay the balance of the purchase price – Whether deposit forfeited – Norwegian Sale Form 1993

The plaintiff agreed to sell the vessel Swissco Surf to the defendant under a memorandum of agreement on the Norwegian Sale Form 1993 dated 27 August 2007. Pursuant to clause 2 of the MOA, the defendant paid 10% of the purchase price by way of deposit to the brokers. The plaintiff averred that the defendant was in repudiatory breach of the MOA by failing to complete the sale of the vessel and to pay the balance of the purchase price. On 12 October 2007, it accepted the defendant’s alleged repudiatory breach and cancelled the agreement, claiming also that it was entitled to forfeit the deposit. The defendant’s defence and counterclaim was premised on five matters not having been fulfilled validly by the plaintiff pursuant to the MOA: (a) the Cargo Ship Safety Equipment Certificate under clause 8(g); (b) the stability booklet under clause 8(h); (c) the manufacturer’s load test certificate under clause 8(i); (d) the Class Maintenance Certificate; and (e) the notice of readiness. The Court found for the plaintiff in respect of grounds (a) and (b) and for the defendant in respect of grounds (c), (d) and (e). The plaintiff’s claim was dismissed and the defendant’s counterclaim allowed, with an order that the deposit be paid to the defendant.