After the defendant intimated that it would not be delivering the laser printer, he sent an e-mail excoriating it, asserting, I felt that I had done all that was conceivably within my means to ensure that the Price was. 58 The fifth plaintiff was first informed by the second plaintiff at about 2.30am about cheap laser printers being available for purchase. Often the essence of good business is the use of superior knowledge. After the second plaintiff read out some of the terms and conditions he had found, the fifth plaintiff told him that the contract was binding upon a successful purchase order being received. The defendant also sells HP products on its own website at http://www.digiland.com (the Digilandmall website). This, in a nutshell, is the issue at the heart of these proceedings. This case is a paradigm example of an error on the human side. 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. reference was made by the court to "fraud or a very high degree of misconduct" before the non- mistaken party could be . Any information contained in this case summary does not constitute legal advice and should be treated as educational content only. 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. The marrow of contractual relationships should be the parties intention to create a legal relationship. It appears that in Convention transactions, the receipt rule applies unless there is a contrary intention. Palm tree justice will only serve to inject uncertainty into the law. 107 As the law now stands, mistakes that are not fundamental or which do not relate to an essential term do not vitiate consent. Evidence was given that if phone calls were indeed placed, they would from time to time limit the number of sales. The E-Mail Acceptance Rule. He has common business interests with the first, third and fourth plaintiffs. ! with its importance set at high. Often the essence of good business is the use of superior knowledge. It is axiomatic that normal contractual principles apply but the contractual permutations will obviously be sometimes more complex and spread over a greater magnitude of transactions. 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. Looking for a flexible role? (c) the need to reach commercially sensible solutions while respecting traditional principles applicable to instances of genuine error or mistake. He is also a director and shareholder in a company engaging in wholesale trade, together with the second and third plaintiffs. 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. Certainty in commercial transactions should not be trifled with, as this will inevitably affect how commercial and business exchanges are respected and effected. In fact, he and the fourth plaintiff have jointly conceptualised and implemented an Internet-related business. He commenced practice in 2000 and currently practices with the law firm representing the plaintiffs in this action. Phang, Controversy in Common Mistake [2003] Conv 247; Reynolds, Reconsider the Contract Textbooks (2003) 119LQR 177. 101 RSS Intellectual Property Office of Singapore Expand/Collapse. No cash had been collected. However, if the defendant did not have stock, it would immediately call the supplier and procure the products for the end-user. 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. Both parties expressed that they wished to effect amendments to mirror evidence that had been adduced in the proceedings. Her evidence was inconsequential and did not assist the plaintiffs. 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. If coherence is to be restored to this area of our law, it can only be by declaring that there is no jurisdiction to grant rescission of a contract on the ground of common mistake where that contract is valid and enforceable on ordinary principles of contract law. NZULR, vol. 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. They were selling a HP laser printer and an employee accidently made a mistake as to the price of the printer on their website. They then argue that as equitable defences have not been pleaded, the court has no alternative but to allow the claim. In this case, Defendant was selling IT products over internet in Singapore. 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. 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. Different protocols may result in messages arriving in an incomprehensible form. 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; By their own admission, they made Internet searches through various search engines to ascertain the profits they could make. 42 Mark Yeow Kinn Keong has a Bachelor of Science (Economics) degree from the University of London. 327. Altogether he sought to purchase 760 units, the largest number of orders placed by anyone between 8 and 13January 2003. I agree that this exception should be kept within a very narrow compass. His communications with the fifth plaintiff, a lawyer, on the efficacy of the terms and conditions also lead to the ineluctable conclusion that he harboured anxieties whether this astoundingly good deal would be honoured when the error was discovered. Chwee Kin Keong and Others v Digilandmall.com Pte Ltd [2005] SGCA 2 Civil Procedure - Costs - Principles - Respondent failing in every aspect of defence except on issue of unilateral mistake - Trial judge awarding full costs to respondent - Whether respondent entitled to full costs As such, I would strongly appeal to you to reconsider your decision. 55 The fourth plaintiff is technologically savvy and runs an Internet business with the second plaintiff. 120 The widening of jurisdiction to embrace a broad equitable jurisdiction could well encourage litigious behaviour and promote uncertainty. Desmond intimated that the defendant would give vouchers or special deals as a matter of equitable compensation should it not honour the purchase orders. 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. 82 The plaintiffs strenuously opposed the defendants amendments principally on the ground it was made at a late juncture. Decisions cannot be reconciled and expressions, terminology and phraseology in different decisions mean different things to different courts and even judges within the same judicial systems. He is also described as the sole proprietor and manager of two other businesses that provide business support and consultancy. 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 rules of offer and acceptance are satisfied and the parties are of one mind. It appears there were a series of sms messages between them and at least a few telephone discussions while the purchases were being effected. Entores Ltd v Miles Far East Corp. [1955] 2 Q.B. 14 The first, second and fourth plaintiffs became acquainted with each other when they studied at the Nanyang Technological University (NTU). Placing an advertisement on the Internet is essentially advertising or holding out to the world at large. 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. 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 The mere fact that they suddenly engage in predatory and atypical behaviour may in itself be telling. When considering the appropriate rule to apply, it stands to reason that as between sender and receiver, the party who selects the means of communication should bear the consequences of any unexpected events. 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). There are persuasive arguments against extending the litmus test of unconscionability to all mistake-type situations. It is not in dispute that the defendant made a genuine error. u think this is the 1970s?? 131 In a number of cases, including the present, it may not really matter which view is preferred. 54 The fourth plaintiff admits that he had entertained the idea at the material time that the price posting could have been an error. 75 Each of the automated confirmatory e-mail responses carried under Availability of product the notation call to enquire. 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. 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. He was amicus curiae to the Court of Appeal of Singapore in the case of Chwee Kin Keong & Ors v Digilandmall.com Pte Ltd, the leading Singapore case on unilateral mistake in the digital environment. It was held that the contract between the parties was void. 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. The other knows, or must be taken to know, of his mistake. I was neither impressed nor convinced. 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. The individualistic ethic seeks to maximise individual goals and the community ethic seeks to set norms for commercial morality and to ensure that fair dealing and community cohesiveness are observed and maintained. 32 Satisfied with his enquiries in relation to the printer model, he returned to the HP website and placed an order for 100 laser printers at about 2.23am. Theoretically the supply of information is limitless. In the Singapore context a similar approach has been adopted by the Court of Appeal in, 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. This is essentially a matter of language and intention, objectively ascertained. 60 Prior to placing his order, he was again contacted by the second plaintiff. The contract was held to be void because there was no consensus on the terms. These orders were placed at a price of S$66 each, whereas the actual price was S$3,854 each. 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. Plaintiffs counsel indicated that they wanted to further particularise the sixth plaintiffs purchase orders. He had left everything to his brother. There is no larger noble principle, such as the sanctity of contracts, to be observed or protected in these proceedings. To export a reference to this article please select a referencing stye below: This selection of essays, case summaries and dissertations is of relevance to law students within the Commonwealth and for those students who are studying the Rule of Law from outside the Commonwealth . 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. He claims visiting, 62 Like the second plaintiff, the fifth plaintiff played a pivotal role in the events leading to these proceedings. 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 Bell v Lever Bros Ltd [1932] AC 161 and Solle v Butcher. The most recent and authoritative pronouncement in this area (. It will firstly discuss the fact that such a tort Our academic writing and marking services can help you! 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. The law of mistake has generated its own genre of mistakes and obfuscation. Added to his own purchases of 760 units, he was effectively responsible for the purchase of 1,090 laser printers. The e-mail was given a high importance priority and captioned go load it now!!. There are in this connection two schools of thought. I found their attempts to play down the impact of the statements which they had, to all intents and purposes, willingly and deliberately made earlier, unconvincing. The following excerpts are particularly relevant: Desmond: 13/01/20 01:17 go hp online now. The decision of the British Columbia Court of Appeal in, 25 The law of mistake was discussed in depth by McLachlinCJBC in. The third plaintiff informed him that laser printers were being sold at $66 each and that these laser printers could be sold at a much higher price about a thousand plus. 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). 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 what they knew, how they knew it and when they knew it. Caveat emptor remains a cornerstone of the law of contract and business relationships. 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. Ltd. Yeo Tiong Min* I. The first plaintiffs purchase took place soon after the ICQ conversation with Desmond where Desmond had in no uncertain terms pitched the price of the laser printer between $3,000 to $4,000. 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. Having noted all this, I am nevertheless inclined towards the views expressed in the, 131 In a number of cases, including the present, it may not really matter which view is preferred. Indeed this appears to be the underlying rationale for the unique legal characteristics attributed to an invitation to treat; see. Offer and acceptances have to reach an intended recipient to be efective. Others do not. Slade, in a well reasoned article written not long after, 128 The most significant judicial pronouncement supporting this view emanates from the recent English Court of Appeal in, 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. He acknowledged having had conversations with the other plaintiffs about how much money we can sell the printer and how much we can make and about storage space as well as how many units we intend to buy. I granted leave to both parties to file applications to amend the pleadings. She opined that situations where unilateral mistake had been considered were those involving fraud or a very high degree of misconduct. 71 The sixth plaintiffs position can be dealt with very briefly. 40 When the fourth plaintiff responded to the first plaintiffs mass e-mail, he copied his response to the second plaintiff. 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. The pleadings, in such instances, merely formalise what is already before the court. The issue could be critical where third party rights are in issue as in Shogun. Prejudice is to be viewed broadly to encompass any injustice and embraces both procedural and substantive notions; (d) recognising that while a costs award against the party seeking late amendments can frequently alleviate any inconvenience caused, this may not always be appropriate; (e) taking into account policy considerations that require finality in proceedings and proper time management of the courts resources and scheduling. In its pleaded case, the defendant asserts that the automated e-mail responses it sent out in the early hours of 13January 2003 did not confirm that stock of the laser printers were available and would be delivered. There are, however, other sound reasons to argue against such a rule in favour of the recipient rule. Errors may incur wholly unexpected, and sometimes untoward, consequences as these proceedings so amply demonstrate. He then zealously sent at about 2.58am, an e-mail to 54 persons, all of whom were friends and/or business associates. The rigour in limiting this scope is also critical to protect innocent third party rights that may have been acquired directly or indirectly. 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. Rules and case law pertaining to amendments are premised upon achieving even-handedness in the context of an adversarial system by: (a) ensuring that the parties apprise each other and the court of the essential facts that they intend to rely on in addressing the issues in controversy or dispute; (b) requiring that an amendment should be attended to in the usual course of events, at an early stage of the proceedings, to ensure that no surprise or prejudice is inflicted on or caused to opposing parties; (c) requiring careful consideration whether any amendments sought at a late stage of the proceedings will cause any prejudice to the opposing party. . 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. In common mistake, both parties make the same mistake. 2 Who is correct? Has an agreement been reached or not? It appears that it wanted to leave no stone unturned and had therefore mounted a root and branch attack on the plaintiffs claims. He seemed to suggest that in a number of cases going as far back as Cundy v Lindsay (1878) 3App Cas 459, the contracts in issue therein should be treated as only being voidable in equity: see Solle v Butcher at 692, Lewis v Averay [1972] 1 QB 198 at 207 and dicta in Magee v Pennine Insurance Co Ltd [1969] 2 QB 507 at 514 where he opined that: A common mistake, even on a most fundamental matter, does not make a contract void at law: but it makes it voidable in equity. In doing so, they appear to have also conflated equitable and common law concepts. 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. The second, third, fourth and sixth plaintiffs are the only individuals who ordered more than a hundred laser printers each. The common law has drawn the line in Bell v Lever Bros Ltd. He was aware that the laser printers were targeted for business use. 38 The second plaintiff came across as intelligent and resourceful. 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). In some unusual circumstances where a unilateral mistake exists, the law can find a contract on terms intended by the mistaken party. The case involved the sale of printers by the defendant at a price of S$66. The modern approach in contract law requires very little to find the existence of consideration. 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. If anything, certain portions of the affidavits raised even more doubts about the plaintiffs credibility. Consideration was less than executory and non-existent. He is 32 years old and conducts his own network marketing business. Desmond: 13/01/20 01:43 coz the HP laser colour printer sells for at least 3 to 4k outside, Desmond 13/01/20 01:44 from US I heard is about USD 2k, Desmond 13/01/20 01:44 its HP and Laser and Coloured. These considerations take precedence over the culpability associated with causing the mistake.
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