The complainants had ordered over 100 printers each at this price. Not all one-sided transactions or bargains are improper. 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. The decision of V.K. The pleadings, in such instances, merely formalise what is already before the court. However, not all principles will or can apply in the same manner that they apply to traditional paper-based and oral contracts. An e-mail, while bearing some similarity to a postal communication, is in some aspects fundamentally different. The e-mail was given a high importance priority and captioned go load it now!!. 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. 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. He also participates in multi-level marketing of Bel-Air aromatherapy products. They were clearly anxious to place their orders before the defendant took steps to correct the error. CLARK, B. Adopting an objective standard, executory contracts have in fact been entered into and concluded between the parties. The modern approach in contract law requires very little to find the existence of consideration. Again he attempted to minimise the impact of these observations by saying his subsequent searches erased all such doubts. Both parties expressed that they wished to effect amendments to mirror evidence that had been adduced in the proceedings. Here are some examples of case citations for other jurisdictions. 30th Sep 2021 There was a promise to pay made by the plaintiffs in exchange for the delivery of the requisite laser printers. 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). 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. The defendant, Digilandmall.com Pte Ltd, were an online IT company that sold related software and hardware from Singapore. This constituted more than a quarter of the total number of laser printers ordered. In the High Court, the learned judge ("the Judge") decided, in the main, in favour of the Purchaser. Indeed, the time may have come for the common law to shed the pretence of searching for consideration to uphold commercial contracts. The payment mode opted for was cash on delivery. 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. Counsels approach is flawed. 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. It can be noted, however, that while s15 of the ETA appears to be inclined in favour of the receipt rule, commentaries indicate that it is not intended to affect substantive law. In Chwee Kin Keong v. Digilandmall.com Pte Ltd ,1 one of the defendant's employees mistakenly uploaded the contents of a training template onto the defendant's website, resulting in the retail price of S$3,854 for a commercial laser printer on the website being replaced with the figure S$66. To confine this exception to instances of fraud would make the concept of unilateral mistake redundant. 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. The modern approach in contract law requires very little to find the existence of consideration. 135 The defendant however asserts that there were no concluded contracts with any of the plaintiffs on a number of grounds. 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. He somewhat muddied the authority of his observations by apparently accepting in Gallie v Lee [1969] 2 Ch 17 at 33 (affirmed on appeal in Saunders v Anglia Building Society [1971] AC 1004) that in Cundy v Lindsay there was no contract at all. Our conclusion is that it is impossible to reconcile Solle v Butcher with Bell v Lever Bros Ltd. He holds an accounting degree from NTU. Chwee Kin Keong and others v. Digilandmall.com Pte Ltd. [2004] SGHC 71. Ltd.1 has the makings of a student's classic for several rea- 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 If the offeree knows that the offeror does not intend the terms of the offer to be those that the natural meaning of the words would suggest, he cannot, by purporting to accept the offer, bind the offeror to a contract: Hartog v Colin & Shields [1939] 3All ER 566; Smith v Hughes (1871) LR6 QB 597. Some of the plaintiffs appeared rather coy or ignorant in this regard but I did not find their performance believable. Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR(R) 594; [2004] 2 SLR 594 (refd) Gay Choon Ing v Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332; [2009] 2 SLR 332 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. Suggested Citation: Seng, Daniel Kiat Boon, Quoine Pte Ltd v B2C2 Ltd: A Commentary (June 2020). 132 It can be seen from this brief excursus into the law of mistake that this is an abstruse area. Both parties displayed a considerable amount of imagination in dealing with them. 29 The first plaintiff struck me as an opportunistic entrepreneur. 40 When the fourth plaintiff responded to the first plaintiffs mass e-mail, he copied his response to the second plaintiff. There is one important exception to this principle. It is pertinent to note that she placed orders for 32 laser printers including 20 units she ordered on behalf of her sister. Olley v Marlborough Court [1949] 1 KB 532 Omnium D'Enterprises v . 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. 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, a fortiori in the sale of information and probably services, as the same constraints as to availability and supply may not usually apply to such sales. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. 54 The fourth plaintiff admits that he had entertained the idea at the material time that the price posting could have been an error. In that sense, it is akin to ordinary posting. 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. 131 In a number of cases, including the present, it may not really matter which view is preferred. It was found that the plaintiffs must have known or realised that the offer did not express the true intention of the defendants. In the eyes of Singapore law, purported contracts entered into in similar circumstances are void ab initio. It appears to suggest that even if an offer is snapped up, the contract is not void. 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. [The Myth of Mistake in the English Law of Contract (1954) 70LQR 385 at 396]. I was neither impressed nor convinced. 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. 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. 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. This has clearly caused much confusion in the common law jurisdictions. 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. Desmond: 13/01/20 01:40 if any friend got extra printer u want? Altogether he sought to purchase 760 units, the largest number of orders placed by anyone between 8 and 13January 2003. 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. He is currently self-employed and is intimately involved in the multi-level marketing sales of aromatherapy products under the Bel-Air label. The businessmen saw a great opportunity and grabbed it placing an order for 1,000 printers. The marrow of contractual relationships should be the parties intention to create a legal relationship. 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. He is currently self-employed and is intimately involved in the multi-level marketing sales of aromatherapy products under the Bel-Air label. In Canada, the latter suffices. 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.)]. Chwee Kin Keong and Others v Digilandmall.com Pte Ltd, Whether amendment of particulars of pleadings at conclusion of submissions allowed, Facts raised in proposed amendments addressed during trial and submissions, Whether promise by buyer to pay for goods, in exchange for delivery of goods, constituted sufficient consideration, Electronic Transactions Act (Cap 88, 1999 Rev Ed), Whether automated e-mail responses from seller amounted to acceptance of buyer's offer, Seller's unilateral mistake as to price of goods posted on website, Whether online buyer entitled to enforce contract against seller, 3 All six plaintiffs are graduates, conversant with the usage of the Internet and its practices and endowed with more than an adequate understanding of business and commercial practices. High Court and Court of Appeal, recently, in a number of case . The number of orders he placed was nothing short of brazen. Pages 74 Ratings 100% (5) 5 out of 5 people found this document helpful; Merchants may find their contracts formed in foreign jurisdictions and therefore subject to foreign laws. It had consciously not inserted any limits to the number of products a buyer could purchase again, quite clearly, to solicit more business. In the light of that consideration we can see no way that Solle v Butcher can stand with Bell v Lever Bros Ltd. It should be noted that while the common law jurisdictions continue to wrestle over this vexed issue, most civil law jurisdictions lean towards the recipient rule. This is without basis. be rebutted" (per Salmon LJ in Jones v. Padavatton (1969)). (c) the need to reach commercially sensible solutions while respecting traditional principles applicable to instances of genuine error or mistake. This is one of the first prominent case that deals with the issue of web based contract. He commenced practice in 2000 and currently practices with the law firm representing the plaintiffs in this action. In Chwee Kin Keong v. Digilandmall.com Pte Ltd, one of the defendant's employees mistakenly uploaded the contents of a training template onto the defendant's website, resulting in the retail price of S$3,854 for a commercial laser printer on the website being replaced with the figure S$66. Sometimes this is made explicit by judges; more often it is the implied basis of the courts decision. 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. While commercial entities ought not to be given a licence to relax their vigilance, the policy considerations in refusing to enforce mistaken agreements militate against attaching undue weight to the carelessness involved in spawning the mistake. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. 93 Website advertisement is in principle no different from a billboard outside a shop or an advertisement in a newspaper or periodical. HIGH COURT. His counsel contends that the idea the price was a mistake never arose in the second plaintiffs mind; he was preoccupied with thinking about the profit potential of the laser printers. Why? 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. Failure to do so could also result in calamitous repercussions. . There are in this connection two schools of thought. The sixth plaintiff is precluded from asserting his ignorance. The web page entitled checkout order confirmation had a notation stating the earliest date on which we can deliver all the products to you is based on the longest estimated time of stock availability plus the delivery lead time. They were high-end commercial laser printers. Alternatively, knowledge may be readily inferred from what would be regarded as commonly known or notorious facts in the context of the transaction. In terms of chronological sequence, the initial page accessed was the shopping cart, followed by checkout-order particulars, checkout-order confirmation, check-out payment details and payment whether by cash on delivery or by credit card. Vincent. Lord Griffiths in Ketteman v Hansel Properties Ltd [1987] AC 189 at 220 stated: [T]o allow an amendment before a trial begins is quite different from allowing it at the end of the trial to give an apparently unsuccessful defendant an opportunity to renew the fight on an entirely different defence. *You can also browse our support articles here >. In some unusual circumstances where a unilateral mistake exists, the law can find a contract on terms intended by the mistaken party. 14 The first, second and fourth plaintiffs became acquainted with each other when they studied at the Nanyang Technological University (NTU). He is 32 years old and conducts his own network marketing business. This is in contrast to the English position where after several decades, 125 The principal source of this view has been Lord DenningMR. Normally, however, the task involves no more than an objective analysis of the words used by the parties. Because it was simply a matter of time before the error would inevitably be noticed and the pricing inevitably corrected. This is an inane argument. No rights can pass to third parties. The defendant, on the other hand, contends that the law should not penalise a party who has unwittingly and genuinely made a unilateral mistake which was known or ought to have been known by the plaintiffs. Being fully conscious of the pivotal nature of this point, I have duly accorded particular attention to the evidence and credibility of each of the plaintiffs. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. 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. This price was much lower than the actual retail price, and had been posted on the defendant's website by mistake. The plaintiffs assert they were not aware of the defendants mistake when they placed their orders, and had believed the offer was genuine. 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. chwee kin keong v digilandmall high court. The other knows, or must be taken to know, of his mistake. 77 Soon after the defendant informed the plaintiffs that they did not intend to deliver the laser printers, the plaintiffs took their claims to the press. 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. 108 Chitty on Contracts (28th Ed, 1999) vol1 observes at para5-035: It is not clear whether for the mistake to be operative it must actually be known to the other party, or whether it is enough that it ought to have been apparent to any reasonable man. They are tainted and unenforceable. 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. The caption in each of the e-mails Successful Purchase Confirmation from HP online says it all. 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. 58 The fifth plaintiff was first informed by the second plaintiff at about 2.30am about cheap laser printers being available for purchase. That is sufficient in these circumstances. 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. 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. 139 Next, the defendant contends that no consideration passed from the plaintiffs to them. 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] supra). Date of Verdicts: 12 April 2004, 13 January 2005. 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. He opted to pay for all his purchases by cash on delivery. 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. If the defendant were right, they maintain, uncertainty would prevail in the commercial world and more particularly in Internet transactions. In my view this further undermines the essence of the plaintiffs case that they never contemplated that the pricing was a mistake. I am not prepared, after full consideration, to assume that the reporters misquoted the facts. . 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. 44 He made his first purchase of ten laser printers at about 2.42am. 33 After his first order, the second plaintiff contacted the fourth and fifth plaintiffs informing them about the laser printers. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. 55 The fourth plaintiff is technologically savvy and runs an Internet business with the second plaintiff. 1 In the early hours of the morning of 13January 2003, six friends, the plaintiffs in this case, placed orders over the Internet for 1,606 sophisticated Hewlett Packard commercial laser printers (the laser printer(s)). 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]. 118 The Canadian courts have been the most active common law courts explicating and developing this area of the law. The notation in the checkout-order confirmation further confirmed that the defendants concern was with the delivery time rather than with qualifying its obligation by reference to stock availability as a condition precedent. - See also Balfour v. Balfour (1919). Voces del tesauro. The issue could be critical where third party rights are in issue as in Shogun. The programme trigger on that website automatically and instantaneously initiated the insertion of similar contents onto all three websites. Loose language may result in inadvertently establishing contractual liability to a much wider range of purchasers than resources permit. Because it was simply a matter of time before the error would inevitably be noticed and the pricing inevitably corrected. This was also the practice in the trade. Chwee Kin Keong and others v Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502; [2005] SGCA 2. It appears there were a series of sms messages between them and at least a few telephone discussions while the purchases were being effected. 48 The third plaintiff annexed to his affidavit the transcript of the Channel NewsAsia report where he was quoted. 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. 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. He was opportunistic in effecting his purchases, active in co-ordinating with the other plaintiffs on the eventful morning, and economical with the truth in his evidence. They proceeded to file their amendments to the statement of claim as if leave had already been given. 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. This cannot be right. Notwithstanding, the defendant does not take issue with this as the sixth plaintiffs orders were received and the appropriate automated responses generated. After all, what would he do with 100 obsolete commercial laser printers? It is, in large measure, determined by making an objective appraisal of the exchanges between the parties. Though he initially denied this in cross-examination, he had to accept this when confronted with his own e-mail as irrefutable evidence. The phrase call to enquire, it is contended, was in effect a condition precedent. In any event, it does not appear that she disclosed the whole truth of what she knew. Please refer to the PDF copy for a print-friendly version. V K Rajah JC: Para continuar leyendo. 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. Further, the character of the mistake was such that any reasonable person similarly circumstanced as each of the plaintiffs would have had every reason to believe that a manifest error had occurred. This e-mail was sent only, 29 The first plaintiff struck me as an opportunistic entrepreneur. 52 He then called the second plaintiff on his handphone and informed him that he intended to purchase 50 laser printers. From time to time there will be cases where this is an overriding consideration. The High Court of Australia in Taylor v Johnson purportedly relied on Solle v Butcher, Bell v Lever Brothers, Limited [1932] AC 161, McRae v Commonwealth Disposals Commission (1951) 84CLR 377, all cases of common mistake, to suggest that in unilateral mistake a contracting party cannot assert, by relying on his own mistake, that a contract is void, notwithstanding the issue is fundamental or known to the other side.
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