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Furthermore, unlike a fax or a telephone call, it is not instantaneous. The common law has drawn the line in Bell v Lever Bros Ltd. Not all one-sided transactions or bargains are improper. Do you have a 2:1 degree or higher? 75 Each of the automated confirmatory e-mail responses carried under Availability of product the notation call to enquire. In turn, the ICQ chat session involving the first plaintiff and the respective plaintiffs exchange of e-mails played a significant role in undermining their credibility and claims. The first plaintiffs callname in this exchange is Scorpio. He was also involved in initiating the Channel NewsAsia report (see [78] and [79] infra). 88 The fact that the amending party has been tardy or even negligent is a factor that a court can (and in some egregious cases, should) take into account but this is by no means a decisive factor (cf Ketteman v Hansel Properties). [2005] SGCA 2 - eLitigation 112 Phang ([106] supra, at 418) rightly observes: It must be stressed that, in this context, a man is taken to have known what would have been obvious to a reasonable person in the light of the surrounding circumstances. Lord Griffiths in, 87 It appeared to me that the extract from, 88 The fact that the amending party has been tardy or even negligent is a factor that a court can (and in some egregious cases, should) take into account but this is by no means a decisive factor (, 95 The known availability of stock could be an important distinguishing factor between a physical sale and an Internet transaction. . We are, Our conclusion is that it is impossible to reconcile, In this case we have heard full argument, which has provided what we believe has been the first opportunity in this court for a full and mature consideration of the relation between, 129 The careful analysis of case law undertaken by that court yields a cogent and forceful argument that Lord DenningMR was plainly attempting to side-step, 130 It can be persuasively argued that given (a)the historical pedigree of the cases, (b)the dictates of certainty and predictability in the business community and (c)the general acceptance of the existence of distinct common law rules, it is preferable not to conflate these concepts. You may find the status of your order by calling us at (phone number given) Special instructions: Please call to advise delivery date and time. They were selling a HP laser printer and an employee accidently made a mistake as to the price of the printer on their website. Market orders: order to be executed immediately at the best available price. His evidence pertaining to the material points of knowledge and his communications with the other plaintiffs lacked credibility. The fact that it may have been negligent is not a relevant factor in these proceedings. 78 In a Channel NewsAsia report datelined 15January 2003, it was reported that: Two of the customers, Mark Yeow and Malcolm Tan, have already spoken to their lawyers. Part of the training module included hands-on training with a new template for a Price Mass Upload function. 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. 41 The second plaintiff seems to have redefined the facts to achieve his objective in these proceedings. 137 Furthermore, from the evidence adduced, it became clear that the defendant had intentionally put the words call to enquire instead of, say, the phrase subject to stock availability in an attempt to entice would-be purchasers to place orders with them. Having ascertained that the laser printer was being advertised at $66, he decided to undertake further online searches through Yahoo.com and Ebay.com. Two issues had arisen. 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. This was borne out by the case of Chwee Kin Keong and Others v. Digilandmall.com Pte Ltd [2004] SGHC 71 where an autogenerated email with "Successful Purchase Confirmation" in its subject . 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. In this case, there was no consensus ad idem or meeting of the minds between the parties, which meant that there could be no binding contract between them. Their reference to arbitraging was a nebulous fig leaf designed to legitimise their conduct in a cloak of legal and commercial respectability. He subsequently sent the web link to the Epinions website to the first and second plaintiffs. Online Pricing Mistakes | Emerald Insight 70 The third plaintiff proceeded to place orders on behalf of the sixth plaintiff on the HP website. I am not prepared, after full consideration, to assume that the reporters misquoted the facts. First, it is clear that the line of Australian and Canadian cases have broadened their equitable jurisdiction on the strength of dicta attributable principally to Lord Denning. Basic principles of contract law continue to prevail in contracts made on the Internet. The Postal Acceptance Rule in the Digital Age - ResearchGate 101 The applicable rules in relation to transactions over the worldwide web appear to be clearer and less controversial. I find it inconceivable, to say the least, that the fifth plaintiff would have placed an order for 100 laser printers without the conviction that it was in fact a current market model with a real and substantial resale value. 22 The exchange between the first plaintiff and Desmond provides an intimate and revealing insight into the first plaintiffs thought process at the material time; the exchange fluctuated between bantering on the one hand, to nothing short of the candid exchange of thoughts on the other, revealing that the first plaintiff was fully aware of the likely existence of an error in pricing. A party may not snap at an obviously mistaken offer: McMaster. He made Internet search enquiries as to whether the printer model existed and at what price it could be resold. He is currently a supervisor in the taxation department of an international accounting firm, Deloitte & Touche, specialising in corporate taxation services. , In unilateral mistake, only one of the parties is mistaken. He tried to convey the impression that it never struck him that a mistake in the price posting of the laser printer could have occurred. Acceptance sent through email; is the postal rule applicable? The mere fact that they suddenly engage in predatory and atypical behaviour may in itself be telling. CISG-online is a research platform dedicated to the law and practice of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on 11 April 1980 (CISG), as well as related areas of international commercial law. 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). In accordance with s15(1) of the ETA, acceptance would be effective the moment the offer enters that node of the network outside the control of the originator. 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. His revelation that he did not know if this is an error or whether HP will honour this purchase, not to mention the articulation of his hope that by the time you see this email, the price is still at S$66.00 coz they might change it anytime, are all compelling in reflecting his state of mind and awareness that an error had occurred. The issue could be critical where third party rights are in issue as in Shogun. No harm trying right? Is this a case of poetic justice? Case Update: B2C2 Ltd v Quoine Pte Ltd [2019] SGHC(I) 3; Quoine v B2C2 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. Cases of fraud and misrepresentation, and undue influence, are all catered for under other existing and uncontentious equitable rules. As part of its business, it operates a website owned by Hewlett Packard (HP) at, 16 When the first plaintiff eventually succeeded in accessing the HP website, he immediately placed an order for 100 laser printers at about, 17 Having called the second and third plaintiffs at about. Chwee KIN Keong AND Others v Digilandmall.COM PTE LTD [2004 ] SGHC 71 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. The reach of and potential response(s) to such an advertisement are however radically different. There was no satisfactory reason for the genesis of this e-mail (see [67] infra). This is without basis. This is approved in a Singaporean case, Chwee Kin Keong v Digilandmall.com Pte Ltd . LOW, Kelvin Fatt Kin. The law may not imply a condition precedent as to the availability of stock simply to bail out an Internet merchant from a bad bargain, 104 The creases over the theoretical approach to adopt in determining the existence of contracts have for some time now been decisively ironed out in favour of the objective theory. His own counsels description of him as careful and prudent only serves to corroborate this. The court has to be astute and adopt a pragmatic and judicious stance in resolving such issues. 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. From time to time they communicate with each other via the Internet and the short messaging system (sms). Indeed, in difficult cases, the courts in several common law jurisdictions have gone to extraordinary lengths to conjure up consideration. Prior to being self-employed, he was a corporate banker with Standard Chartered Bank, Singapore, for four years. He then zealously sent at about 2.58am, an e-mail to 54 persons, all of whom were friends and/or business associates. In Associated Japanese Bank (International) Ltd v Credit du NordSA [1989] 1 WLR 255 at 266, Lord DenningMRs views were doubted and described as reflecting an individual opinion by SteynJ (as he then was). 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. He graduated from NTU as a bachelor of business studies, specialising in financial analysis. It is set in the context of internet contracting. Suggested Citation: Seng, Daniel Kiat Boon, Quoine Pte Ltd v B2C2 Ltd: A Commentary (June 2020). 67 MsToh subsequently did some research on how companies which had committed similar mistakes over the Internet handled the aftermath. The defendant has expressly pleaded unilateral mistake. 123 One view maintains that the mistaken party can either attempt to have the contract declared void at common law if the mistake is fundamental or radical, or alternatively seek a remedy in equity, which could include rescission. 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: It is not necessary to prove actual knowledge on the part of the non-mistaken party in order to ground relief, as, In summary therefore, the equitable jurisdiction of the Courts to relieve against mistake in contract comprehends situations where one party, who knows or ought to know of anothers mistake in a fundamental term, remains silent and snaps at the offer, seeking to take advantage of the others mistake. He commenced practice in 2000 and currently practices with the law firm representing the plaintiffs in this action. There must be consensus ad idem. 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. Certainly, none of them had ever been induced to conduct transactions on such a scale on the Internet for any product, let alone sophisticated commercial laser printers. In this case, Defendant was selling IT products over internet in Singapore. 132 It can be seen from this brief excursus into the law of mistake that this is an abstruse area. Hwa Lai Heng Ricky v DBS Bank Ltd and another appeal and another 101 RSS Intellectual Property Office of Singapore Expand/Collapse. (See for example the approach in Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] 1AllER 512.) 27-30 January; 2-6, 9 February; 13 March; 12 April 2004 . This is to be contrasted with: Hare, Inequitable Mistake (2003) 62CLJ 29, Chandler et al, Common Mistake: Theoretical Justification and Remedial Inflexibility [2004] JBL 34. The very foundations of predictability, certainty and efficacy, underpinning contractual dealings, will be undermined if the law and/or equity expands the scope of the mistake exception with alacrity or uncertainty. There are in this connection two schools of thought. This is an area that needs to be rationalised in a coherent and structured manner. . PDF E-commerce Contract For Sale Of Printers Held Void For Obvious Mistake How come got such thing? This contention is wholly untenable. 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. 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 . In Chwee Kin Keong v . 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. 120 The widening of jurisdiction to embrace a broad equitable jurisdiction could well encourage litigious behaviour and promote uncertainty. Computer glitches can cause transmission failures, garbled information or even change the nature of the information transmitted. They assumed that to be the position. In the final stage of the process, after the payment mode was indicated, each of the plaintiffs was notified successful transaction your order and payment transaction has been processed. 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. in the High Court decision of Chwee Kin Keong v Digilandmall.com Pte Ltd,2 from the perspective of economics. 68 Yeow Kinn Oei is 29 years old and the brother of the third plaintiff. Chwee Kin Keong and Others v Digilandmall.com Pte Ltd [2005] SGCA 2 Civil Procedure Costs , Civil Procedure Pleadings , Contract Mistake Decision Date: 13 Jan 2005 . The element of constructive knowledge based upon what a reasonable person ought to know is premised upon that person not being conscious of the error. Though the actual price of the laser printer was $3,854, the defendant had on 8January 2003 mistakenly posted the price at $66.00 on its websites. In these proceedings, it appears that the purchases made by the sixth plaintiff were not accompanied by a corresponding receipt of acceptances, as his e-mail inbox was full. Chwee Kin Keong and others v. Digilandmall.com Pte Ltd. [2004] SGHC 71. 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. With reference to the judgement, the case explores pricing mistakes by online stores. 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!! It is unequivocally unethical conduct tantamount to sharp practice. 109 This cautious statement by Chitty needs to be carefully reconsidered in the context of recent developments in this area of law. The payment mode opted for was cash on delivery. It does not purport to regulate e-commerce but attempts to facilitate the usage of e-commerce by equating the position of electronic records with that of written records, thus elevating the status of electronic signatures to that of legal signatures. While a court of law does not sit as a court of commercial morality, it cannot lose sight of this central objective of contract law. 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. 139 Next, the defendant contends that no consideration passed from the plaintiffs to them. 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. Desmond: 13/01/20 01:41 u want it for profit or personal use? http://www.buy.hp.com.sg/hp/StandardProduct.cfm?prodid=HPC9960A. The court held that the acceptance has been completed once it is posted although here, the defendants actually did not receive the letter before they sold it to someone else. The plaintiffs assert they were not aware of the defendants mistake when they placed their orders, and had believed the offer was genuine. This view seems to suggest that principles of equity invariably provide an equally strong but more elastic second string to the bow. He in effect forwarded the first plaintiffs e-mail to them. Where common mistake is pleaded, the presence of agreement is admitted. In the context of the present proceedings, the extra-judicial observations of Lord Steyn in Contract Law: Fulfilling the Reasonable Expectations of Honest Men (1997) 113LQR 433 at 433 are particularly apposite: A thread runs through our contract law that effect must be given to reasonable expectations of honest men. At the very least, it has been forcefully asserted that even when a mistake does not result in voiding a contract through the application of common law principles, there remains an independent doctrine of mistake founded in equity which justifies judicial intervention. 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 One reason for this is the eternal tension faced by courts and judges alike in seeking a just equilibrium between commercial certainty and justice in a particular case. 107 As the law now stands, mistakes that are not fundamental or which do not relate to an essential term do not vitiate consent. PDF CISG-online | CISG-online.org Soon after, the second, third and fifth plaintiffs took their claims to the media. Case Note CONTRACT FORMATION AND MISTAKE IN CYBERSPACE (AGAIN) The In Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd, the English Court of Appeal decided that Solle v Butcher was wrong to hold that there was an equitable doctrine of common mistakes. 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. They are tainted and unenforceable. Often the essence of good business is the use of superior knowledge. The evidence incontrovertibly indicates that the first plaintiff himself entertained this view for the entire period he was in communication with the second and third plaintiffs. This e-mail was sent only, 29 The first plaintiff struck me as an opportunistic entrepreneur. In terms of chronological sequence, the initial page accessed was the shopping cart, followed by checkout-order . A number of them have very close relationships, with some of them even sharing common business interests. 4 The defendant is a company that sells information technology (IT) related products over the Internet to consumers. His credibility on the material points was dubious, at best. 45 The most telling aspect of the third plaintiffs evidence is his admission that he made Internet searches relating to the pricing of the laser printer, immediately after he was contacted by the first plaintiff. He claims he then accessed the US HP website either through a Google web search engine or by abbreviating the url of the HP website. They were selling a HP laser printer and an employee accidently made a mistake as to the price of the printer on their website.. Cases 154 Interestingly, of the 784 persons who placed 1,008 orders for 4,086 laser printers, only these six plaintiffs have attempted to enforce their purported contractual rights. Evidence was given that if phone calls were indeed placed, they would from time to time limit the number of sales. There must be consensus ad idem. 81 Plaintiffs counsel thereafter responded somewhat curiously. The complainants had ordered over 100 printers each at this price. No modern authority was cited to me suggesting an intended commercial transaction of this nature could ever fail for want of consideration. 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. There are persuasive arguments against extending the litmus test of unconscionability to all mistake-type situations. chwee kin keong and others digilandmall.com pte ltd sghc 71 case number suit decision date 12 april 2004 high court coram rajah jc counsel name(s) tan sok ling Skip to document Ask an Expert Sign inRegister Sign inRegister Home Ask an ExpertNew My Library Discovery Institutions Republic Polytechnic London School of Business and Finance Normally, however, the task involves no more than an objective analysis of the words used by the parties. by the earlier decision of Chwee Kin Keong v Digilandmall.com [2005] 1 SLR(R) 502, where the Court of Appeal recognised the doctrine of unilateral mistake in equity, departing from the English position in Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679; [2002] 3 WLR 1617; [2002] 4 All ER 689. The defendant is therefore entitled to recover in full its taxed costs from the plaintiffs. Given that he left everything in the third plaintiffs hands, his legal position is, to that extent, identical to the third plaintiffs. He conducted the searches to ascertain what the laser printers true price was. Indeed, the time may have come for the common law to shed the pretence of searching for consideration to uphold commercial contracts. When notified and satisfied that this transaction was successful as well, he placed a final order at 4.21am for ten laser printers on the HP website, charging this to his credit card. The plaintiffs orders were processed by the defendants automated system and confirmation notes were automatically despatched to the plaintiffs within a few minutes. This can result from human interphasing, machine error or a combination of such factors. They were clearly anxious to place their orders before the defendant took steps to correct the error.