V K Rajah JC. This cannot be right. Whether the parties have reached agreement on the terms is not determined by evidence of the subjective intention of each party. He holds an accounting degree from NTU. 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, 52 He then called the second plaintiff on his handphone and informed him that he intended to purchase 50 laser printers. I accept that this is capable of including circumstances in which a person refrains from or simply fails to make enquiries for which the situation reasonably calls and which would have led to discovery of the mistake. While these contentions were well within the scope of the evidence adduced and their respective lines of cross-examination, they appeared to transgress their respective pleadings. In my view this further undermines the essence of the plaintiffs case that they never contemplated that the pricing was a mistake. This is one of the first prominent case that deals with the issue of web based contract. 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. The defendant programmed the software. Offer and acceptances have to reach an intended recipient to be efective. However, at the actual hearing of the applications, plaintiffs counsel opposed any amendments whatsoever to the defence and sought leave to withdraw the plaintiffs earlier unilateral amendments. 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. These statements are not to be interpreted as a clarion call to rewrite commercial agreements because of a partys unreasonable or ignoble behaviour. 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. China-Singapore "One Belt One Road" International Business Cases Digest Part 1 -"" () 457-463 (2020, published by the Singapore and People's Republic of China Supreme Courts . The following excerpt is particularly significant and compelling: 23 The subsequent exchange further clarifies that the first plaintiff was fully conscious of the potential profit element arising from the purchase of a substantial number of the laser printers. He has incorporated an Internet business Dreamcupid in which the second plaintiff has an interest. Needless to say, he could not satisfactorily explain why his previous solicitors had formed such a view when preparing his affidavit and why he had affirmed the same. Such errors can be magnified almost instantaneously and may be harder to detect than if made in a face to face transaction or through physical document exchanges. Following closely to the Singapore High Court in Chwee Kin Keong & Others v Digilandmall.com Pte Ltd [2004] 2 SLR 594 as a precedent with similar context, the court would most likely try to determine if there is an existence of a contract or if an agreement has been reached in the first place, so we refer to Lord Phillips in Shogun Finance Ltd v This was summarily resolved. 86 In cases where the facts raised in the proposed amendments have been addressed during the evidence and submissions and, particularly, where the opposing side has also had an opportunity to address the very same points, there can hardly ever be any real prejudice. It cannot also be seriously argued that there was no intention to enter into a legal relationship. The number of orders he placed was nothing short of brazen. 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. Desmond: 13/01/20 01:41 u want it for profit or personal use? 47 Not content with making his own purchases, he woke up his brother and transacted 330 units on his behalf. 61 The fifth plaintiff placed an order for 100 laser printers at about 3.51am. ! with its importance set at high. *You can also browse our support articles here >. The web merchant, unless he qualifies his offer appropriately, by making it subject to the availability of stock or some other condition precedent, could be seen as making an offer to sell an infinite supply of goods. 8 The proper description of the laser printer, HPC9660A Color LaserJet 4600, was, as a result of the accident, replaced by the numerals 55; while the numerals 66 replaced the correct price of the laser printer priced at $3,854 and the numerals 77 replaced the original corporate price of the laser printer priced at $3,448. 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. Their conduct in pursuing their claims cannot by any stretch of the imagination be characterised as having the slightest colour of being legitimate regardless of whether the subjective or objective theories are applied and whether common law or equity is applied in adjudicating this matter. 125 The principal source of this view has been Lord DenningMR. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. The sender will usually receive a prompt response. There can be no other reasonable explanation. No cash had been collected. The first plaintiff introduced him to the other plaintiffs. 107 As the law now stands, mistakes that are not fundamental or which do not relate to an essential term do not vitiate consent. This assertion is patently untrue. Having noted all this, I am nevertheless inclined towards the views expressed in the Great Peace Shipping case for the reasons articulated by Lord PhillipsMR. 46 He was therefore aware, even before he made his first purchase, that the actual price of the laser printer was in the region of US$2,000. There are, however, other sound reasons to argue against such a rule in favour of the recipient rule. High Court Suit No 202 of 2003. Olley v Marlborough Court [1949] 1 KB 532 Omnium D'Enterprises v . This price was much lower than the actual retail price, and had been posted on the defendant's website by mistake. While it is possible that the reporters could have exercised some latitude in penning the reports, they would in essence be conveying, at the very least, summaries and impressions of their interviews with the second, third and fifth plaintiffs. Delivery was merely a timing issue. This rationalised the law and gives the court a broad discretion to fashion the applicable relief. He also called the first plaintiff to see if the latter had managed to successfully complete his purchase. In doing so, they appear to have also conflated equitable and common law concepts. Most telling of all, I note that the first to fifth plaintiffs exhibited identical reports in each of their affidavits without any qualification whatsoever. The issue could be critical where third party rights are in issue as in Shogun. I do not accept that there were no discussions between them on the price posting being an error. 121 While my views here are not central to my decision, the plaintiffs have adverted to this relationship in a misguided attempt to derail the defence on an arid pleading technicality. The point is, there is a chasm between a clarification amendment and a new or distinct issue being raised at a later stage. He worked for a short period in the IT Project Development department of the Standard Chartered Bank, where he became acquainted with the first plaintiff. 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. 2 Who is correct? Evidence was given that if phone calls were indeed placed, they would from time to time limit the number of sales. Upon accessing the Digilandmall website and confirming that the printer was offered there at $66 as well, he placed a further order for 25 laser printers through that website at about 3.29am. The initial order for 30 laser printers was placed at round 3.45am while the second order for 300 units was placed at around 3.53am. Needless to say, this goes to the very heart of the claims sustainability. Once again, however, this does not deprive E of his legal remedies; nor does it avail V if he wishes to recover property which he may have transferred under the contract. Ltd. Yeo Tiong Min* I. Chwee Kin Keong v Digilandmall.com Pte Ltd. Case Nos: Suit 202/2003/E (for the first instance), CA/30/2004 (for the appeal) in the High Court of Singapore (at first instance), Singapore Court of Appeal. Nor could he satisfactorily explain why he initially made the Internet searches to ensure the offer was genuine. [emphasis added]. In-house law team, Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502, Contract unilateral mistake Internet Contract Consensus ad Idem Meeting of the Minds Acceptance Offer Void Error. Often the essence of good business is the use of superior knowledge. The neutral citation of the case Chwee Kin Keong and others v Digilandmall.com Pte Ltd is as follows: This citation tells us that this was the 71st case in 2004 decided in the Singapore High Court. Administrative Law in Common Law Countries. So there is a contract and therefore the defendant is liable in breach of contract. Digilandmall.com Pte Ltd. Although a mistaken party will not often be able to discharge the onus of showing that the other party knew or must have known that he or she intended terms different from the terms of the offer or acceptance, it is not a necessary element that the party seeking to enforce the contract has actively contributed to the others mistake. The court has to be astute and adopt a pragmatic and judicious stance in resolving such issues. A prospective purchaser is entitled to rely on the terms of the web advertisement. Web Communication: A Review Of Chwee Kin Keong And Others v. Digilandmall.com pte ltd by Rokiah Kadir [2009] 8 CLJ xxi. After hearing their evidence, observing them and considering the submissions made on their behalf, there was no doubt in my mind that they were fully conscious that an unfortunate and egregious mistake had indeed been made by the defendant. A steady stream of decisions from common law courts indicate a measured but nevertheless distinctly incremental willingness to extend the scope of the exception to not just actual knowledge, but deemed or constructive knowledge as well. 34 He also visited the Digilandmall website to familiarise himself with their standard terms and conditions. Though both of them admit to having had discussions about the website terms and conditions governing the purchases, they deny that there was any discussion between them on even the possibility of an error having taken place. In doing so, they appear to have also conflated equitable and common law concepts. In his initial affidavit he admitted wondering whether the price was a mistake after his first order was placed. 53 He claimed that seeing the same price on the Digilandmall website confirmed his view that there had been no mistake. 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. In the fifth plaintiffs affidavit evidence, he asserted emphatically and unequivocally that at no point did I ever think that the price of the printers were a mistake. 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. 59 Upon duly accessing the HP website through the hyperlink sent to him by the second plaintiff, the fifth plaintiff ascertained that the laser printer was priced at $66. It is an important subject for the future development of English contract law. In light of these general observations, I now address the law on unilateral mistake. Normally the contract is only concluded when the acceptance is communicated by the offeree to the offeror. In effect the Internet conveniently integrates into a single screen traditional advertising, catalogues, shop displays/windows and physical shopping. A party may not snap at an obviously mistaken offer: McMaster. Not all one-sided transactions or bargains are improper. 105 It is not only reasonable but right that the objective appearance of a contract should not operate in favour of a party who is aware, in the eyes of the law, of the true state of affairs when, for instance, there is real misapprehension on the part of the mistaken party and when the actual reality of the situation is starkly obvious. Yet in other aspects, he could recollect, with crystal clear precision and clarity, details of what had transpired. Despite the general views expressed in Taylor v Johnson (1983) 151CLR 422 on equitable mistake, it seems to be generally accepted in Australia as well, that this class of cases requires special mention and consideration. Because it was simply a matter of time before the error would inevitably be noticed and the pricing inevitably corrected. 87 It appeared to me that the extract from Singapore Civil Procedure 2003 relied on by the plaintiffs was blindly lifted from earlier editions of the English White Book without any consideration as to how it dovetails with the present procedural climate. 147 It is improper for a party who knows, believes or ought, objectively speaking, to have known of a manifest error to seek commercial benefit from such an error. The quintessential approach of the law is to, 106 In the Singapore context, the first port of call when confronted with issues of contract law is inevitably Professor Andrew Phangs treatise on. 145 If the price of a product is so absurdly low in relation to its known market value, it stands to reason that a reasonable man would harbour a real suspicion that the price may not be correct or that there may be some troubling underlying basis for such a pricing. In some unusual circumstances where a unilateral mistake exists, the law can find a contract on terms intended by the mistaken party. This constituted more than a quarter of the total number of laser printers ordered. If stock of a product has been exhausted, a prospective purchaser cannot sue for specific performance or damages as he has merely made an offer that has not been accepted by the merchant. Altogether, the second plaintiff purchased 180 units, opting for cash on delivery as the payment mode. The payment mode selected by the third plaintiff was cash on delivery. Despite their familial relationship, the legal relationship between the two of them was that of agent and principal. After placing his second order, he admitted making further searches on the Internet to fortify my view that the price of the $66 per printer was not a mistake He was also the only plaintiff who placed an order on the Digilandmall website. Not all one-sided transactions or bargains are improper. Comments Published in English: [2004] 2 SLR 594; [2004] SGHC 71. Certainty in commercial transactions should not be trifled with, as this will inevitably affect how commercial and business exchanges are respected and effected. 144 I find, in the alternative, that the plaintiffs, given each of their backgrounds, would in any event, each have separately realised and appreciated, before placing their purchase orders, that a manifest mistake had occurred even if no communications on the error had taken place between them. 13 The first plaintiff, Chwee Kin Keong, is 29 years old. 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. We can understand why the decision in Bell v Lever Bros Ltd did not find favour with Lord DenningMR. An equitable jurisdiction to grant rescission on terms where a common fundamental mistake has induced a contract gives greater flexibility than a doctrine of common law which holds the contract void in such circumstances. Registered office: Creative Tower, Fujairah, PO Box 4422, UAE. Reference this The first, second and third plaintiffs have been friends for a long time and are bound by common business interests. [emphasis added]. The effect of Solle v Butcher [1950] 1 KB 671 is not to supplement or mitigate the common law: it is to say that Bell v Lever Bros Ltd was wrongly decided. This has clearly caused much confusion in the common law jurisdictions. . Copyright 2003 - 2023 - LawTeacher is a trading name of Business Bliss Consultants FZE, a company registered in United Arab Emirates. The plaintiffs orders were processed by the defendants automated system and confirmation notes were automatically despatched to the plaintiffs within a few minutes. Lord Phillips of Worth MatraversMR observed in a withering analysis at [156], [157], [160] and [161]: Thus the premise of the equitys intrusion into the effects of the common law is that the common law rule in question is seen in the particular case to work injustice, and for some reason the common law cannot cure itself. Be that as it may, the fifth plaintiff, soon after he received MsTohs research, shared the information with the second and third plaintiffs. 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. The text of the e-mail further reinforces the point. Again he attempted to minimise the impact of these observations by saying his subsequent searches erased all such doubts. The plaintiffs assert they were not aware of the defendants mistake when they placed their orders, and had believed the offer was genuine. 106 In the Singapore context, the first port of call when confronted with issues of contract law is inevitably Professor Andrew Phangs treatise on Cheshire, Fifoot and Furmstons Law of Contract (2nd Singapore and Malaysian Ed, 1998). Therefore, administrative law encompasses Is the Right to Privacy Adequately Protected? Vincent. Counsel however contends that even if this e-mail were to be read literally, this should not affect the first plaintiffs own purchase that had taken place an hour earlier. 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!! Thus the task of ascertaining whether the parties have reached agreement as to the terms of a contract can involve quite a complex amalgam of the objective and the subjective and involve the application of a principle that bears close comparison with the doctrine of estoppel. It is, in large measure, determined by making an objective appraisal of the exchanges between the parties. It is unequivocally unethical conduct tantamount to sharp practice. 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. What amounts to snapping up is a question of degree that will incorporate a spectrum of contextual factors: what is objectively and subjectively known, the magnitude of the transaction(s), the circumstances in which the orders are placed and whether any unusual factors are apparent. Desmond intimated that the defendant would give vouchers or special deals as a matter of equitable compensation should it not honour the purchase orders. Though the six plaintiffs accounted for only 18 of these purchase orders, they figure prominently among the 11 individuals who ordered more than 50 laser printers. Desmond: 13/01/20 01:24 just ordered 3 colour lazer printer for S$66.00 each. 38 The second plaintiff came across as intelligent and resourceful. Her evidence was inconsequential and did not assist the plaintiffs. The prospective buyer has to make an offer to purchase which is then accepted by the merchant. 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. 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!! He offered to buy a laser printer from Desmond at double the price, that is $132. In submissions, his counsel attempted to play down the significance of both this conversation as well as the mass e-mail. In the final analysis, it would appear that the likely existence of an internal error in pricing was clearly within his contemplation.
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