327. Indeed, I am satisfied to the contrary. This may be too high a price to pay in this area of the law. The phrase call to enquire, it is contended, was in effect a condition precedent. He graduated with an accounting degree from NTU. Do you have a 2:1 degree or higher? At 4.16am he placed another order for one laser printer, by credit card, on the HP website. 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. The elements of an offer and acceptance are ex facie satisfied in every transaction asserted in the plaintiffs claims. Basic principles of contract law continue to prevail in contracts made on the Internet. I agree that this exception should be kept within a very narrow compass. Because it was simply a matter of time before the error would inevitably be noticed and the pricing inevitably corrected. Often the essence of good business is the use of superior knowledge. 133 It is however clear that the law should not take cognisance of bad bargains and misapprehension that do not affect a fundamental or essential aspect of a contractual relationship. MrYeow said: After we ordered, the very next day, some of us have even gone up to talk to buyers in the market about the units. A contract will not be concluded unless the parties are agreed as to its material terms. LOW, Kelvin Fatt Kin. Chwee Kin Keong and others v. Digilandmall.com Pte Ltd. [2004] SGHC 71. Comments Published in English: [2004] 2 SLR 594; [2004] SGHC 71. High Court Suit No 202 of 2003. Furthermore, unlike a fax or a telephone call, it is not instantaneous. The Canadian and Australian cases have moved along with the eddies of unconscionability. Reference this The defendant is therefore entitled to recover in full its taxed costs from the plaintiffs. I note that Chitty at para5-089, fn25 sagely opines that Taylor v Johnson does not represent English law, at least, where the other party knows that a mistake has been made. In a physical sale, the merchant can immediately turn down an offer to purchase a product that has been advertised; otherwise he may be inundated with offers he cannot justify. It appears that in Convention transactions, the receipt rule applies unless there is a contrary intention. It was held that the contract between the parties was void. Indeed, the time may have come for the common law to shed the pretence of searching for consideration to uphold commercial contracts. In my view this further undermines the essence of the plaintiffs case that they never contemplated that the pricing was a mistake. 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. 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. Clout issue 43. The rules of offer and acceptance are satisfied and the parties are of one mind. 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. 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, in a nutshell, is the issue at the heart of these proceedings. 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. 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). I have carefully considered the issue of costs and have noted that the defendant had, in the process of mounting a root and branch attack on the plaintiffs claim, pursued some unmeritorious contentions. COOKE v OXLEY (1790) 3 T. R. 653. The plaintiffs attempted to take advantage of the defendants mistake over the Internet. I do not accept that there were no discussions between them on the price posting being an error. 681) when the court had to decide the moment of contr act formation by post. Chwee Kin Keong and others v Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502; [2005] SGCA 2. Why? They have a common interest in bridge and this helped to cement their friendship. He has incorporated an Internet business Dreamcupid in which the second plaintiff has an interest. Loose language may result in inadvertently establishing contractual liability to a much wider range of purchasers than resources permit. 97 Different rules may apply to e-mail transactions and worldwide web transactions. In the final analysis, it would appear that the likely existence of an internal error in pricing was clearly within his contemplation. Chwee KIN Keong AND Others v Digilandmall.COM PTE LTD [2004 ] SGHC 71 paginator.book page 594 tuesday, november 2009 7:05 am 594 singapore law reports (reissue . 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. 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. Has an agreement been reached or not? If anything, certain portions of the affidavits raised even more doubts about the plaintiffs credibility. On the issue of his actual knowledge and communications with the other plaintiffs at the material time, I found his evidence unsatisfactory. He claimed that he had not asked her to do the research and that she had done it independently. At 4.16am he placed another order for one laser printer, by credit card, on the HP website. 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)). Computer glitches can cause transmission failures, garbled information or even change the nature of the information transmitted. 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 MrTan said: As long as we get out [sic] equitable compensation, we should be able to accept lesser terms, but thats just under consideration as well.. 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. 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. No rights can pass to third parties. 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. 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. 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). 149 It is clear from the authorities reviewed that such a contract, if entered into by a party with actual or presumed knowledge of an error, is void from the outset. Added to his own purchases of 760 units, he was effectively responsible for the purchase of 1,090 laser printers. Claiming he was in a light-hearted kind of mood during his ICQ (acronym for I-Seek-You) conversation with Desmond, he insisted that this conversation should be taken neither seriously nor literally. 91 There is no real conundrum as to whether contractual principles apply to Internet contracts. 7191 RSS High Court Expand/Collapse. Is this a case of poetic justice? 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. Samuel Teo had used all these notional numerals on the training template. He placed another order for a further 150 printers at 3.14am, followed by two further orders for 300 printers each at about 3.56am and 3.59am. 128 The most significant judicial pronouncement supporting this view emanates from the recent English Court of Appeal in Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679, a case of common mistake. 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. When the defendants discovered this mistake on their website, they sent an email to the complainants to say they would not be fulfilling this order. Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR 502: [2005] SGCA 2 Context: This Case deals with the issue of unilateral mistake. 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. They stoutly assert that they were too preoccupied with the realisation of potential profits through a so-called arbitrage position between different markets to contemplate that an error had been made. The affidavits did not add anything new. 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. 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!! Who bears the risk of such mistakes? The first issue dealt with references made by the plaintiffs to certain embargoed material. Pginas: 93: High Court - Suit n 202 of 2003. Desmond: 13/01/20 01:47 u make me greedy, Scorpio: 13/01/20 01:47 ok lor if you insist . 64 The fifth plaintiff was vague and tentative in many crucial aspects of his evidence. 80 Upon the conclusion of submissions, I directed counsel to appear before me. Nor could he satisfactorily explain why he initially made the Internet searches to ensure the offer was genuine. This is a disingenuous contention that desperately attempts to palliate their conduct in the subject transactions. 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 (. The other school of thought views the approach outlined earlier with considerable scepticism. 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. While this case needs to be treated with some caution, as it appears to integrate concepts of law and equity, I respectfully agree with the approach in so far as it deals with deemed knowledge. The payment mode opted for was cash on delivery. 155 The Internet has revolutionised commerce and radically altered the manner in which commercial interaction currently takes place. [emphasis added]. 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. 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. be rebutted" (per Salmon LJ in Jones v. Padavatton (1969)). 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. 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. Copyright 2003 - 2023 - LawTeacher is a trading name of Business Bliss Consultants FZE, a company registered in United Arab Emirates. 65 He was particularly circumspect in recounting his communications with the second plaintiff. The reason for this inconsistent conduct surfaced later. They are not mechanical rules to be applied in a vacuum, devoid of a contextual setting. If he was prepared to commit this view in writing to a larger circle of 54 friends and business associates after his communication with the second and third plaintiffs, he would certainly have shared this view with his close friends with even greater candour and detail. The Canadian and Australian cases have moved along with the eddies of unconscionability. This could account for the substantial number of Canadian cases in this area of the law. 150 The plaintiffs have contended that this court ought to follow the decision in Taylor v Johnson and hold that the contract is not void under common law but voidable only in equity. He is currently a supervisor in the taxation department of an international accounting firm, Deloitte & Touche, specialising in corporate taxation services. 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. This is much closer to the truth than the picture he has tried to paint in these proceedings. This was summarily resolved. It was the defendants computer system. Having ascertained that the laser printer was being advertised at $66, he decided to undertake further online searches through Yahoo.com and Ebay.com. He seemed to suggest that in a number of cases going as far back as, He somewhat muddied the authority of his observations by apparently accepting in, 126 The Australian courts appear to have relied on the views of Lord DenningMR in, 127 The attempt to conflate the concept of common law mistake and the equitable jurisdiction over mistake is understandable but highly controversial. 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. To assert that as a rule, leave to amend particulars will be refused, is both illogical and incorrect. Has an agreement been reached or not? 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. The complainants argued that they were not aware that this price was a mistake and wanted the binding contract to be fulfilled. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. After all, what would he do with 100 obsolete commercial laser printers? Offer and acceptances have to reach an intended recipient to be efective. He opted to pay for all his purchases by cash on delivery. 132 It can be seen from this brief excursus into the law of mistake that this is an abstruse area. Palm tree justice will only serve to inject uncertainty into the law. It has been pithily said that the rules of procedure should be viewed as a handmaiden and not a mistress, to be slavishly followed. The defendants argued this pricing was a unilateral mistake and that the complainants took advantage of this. Theoretically the supply of information is limitless. 116 The term snapping up was aptly coined by JamesLJ in Tamplin v James (1880) 15ChD 215 at 221. The relevant text reads: WHILE surfing the Net at about 2am on Monday, MrTan Wei Teck stumbled upon an offer he could not believe $66 for a Hewlett Packard laserjet printer that normally sells for $3,854 before GST. 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 appellants featured prominently because of the size of their orders. It stands to reason that if a party shuts its eyes to the obvious, the party is being neither honest nor reasonable, and ought to be affixed with knowledge. 54 The fourth plaintiff admits that he had entertained the idea at the material time that the price posting could have been an error. Section11 of the ETA expressly provides that offers and acceptances may be made electronically. 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. Abstract The decision of V.K. June Proctor, 1997, p. 13. 71 The sixth plaintiffs position can be dealt with very briefly. 118 The Canadian courts have been the most active common law courts explicating and developing this area of the law. It can be persuasively argued that e-mails involving transactions embraced by the Convention are only effective on reaching the recipient. 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. Altogether, the second plaintiff purchased 180 units, opting for cash on delivery as the payment mode. 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. In the Singapore context a similar approach has been adopted by the Court of Appeal in Aircharter World Pte Ltd v Kontena Nasional Bhd [1999] 3 SLR 1 at [30] and [31], and Projection Pte Ltd v The Tai Ping Insurance Co Ltd [2001] 2 SLR 399 at [15]. Prior to being self-employed, he was a corporate banker with Standard Chartered Bank, Singapore, for four years. Yet in other aspects, he could recollect, with crystal clear precision and clarity, details of what had transpired. The defendant also sells HP products on its own website at http://www.digiland.com (the Digilandmall website). He appeared to be consummately familiar with Internet practices and was forced to concede that he thought it was weird and unusual when he saw the number 55 on the relevant webpages in place of the actual product description. Civil Procedure Pleadings . A typical but not essential defining characteristic of conduct of this nature is the haste or urgency with which the non-mistaken party seeks to conclude a contract; the haste is induced by a latent anxiety that the mistaken party may learn of the error and as a result correct the error or change its mind about entering into the contract. 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 credit card payments had not been processed. In doing so, they appear to have also conflated equitable and common law concepts. In Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR (R) 594 (" Digilandmall.com "), the plaintiffs concerned placed orders over the Internet for a total of 1,606 Hewlett Packard commercial laser printers on the defendant (seller's) websites. He had left everything to his brother. Counsels approach is flawed. This was also the practice in the trade. 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 . Case Summary 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 amounts ordered and the hurried and hasty manner in which the orders were executed are of cardinal importance. V K Rajah JC. The businessmen saw a great opportunity and grabbed it placing an order for 1,000 printers. HIGH COURT. There is one important exception to this principle. He said that he wanted to be sure that the offer on the HP website was genuine. I would not however invariably equate the required conduct with fraud. 140 The defendant has however properly asserted that there was a unilateral mistake that vitiated all the contracts. , In mutual mistake, the parties misunderstand each other and are at cross-purposes. Having expressed my views on consideration, I should also add for good measure that, in any event, there is ample consideration. Failure to do so could also result in calamitous repercussions. 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. Alternatively, knowledge may be readily inferred from what would be regarded as commonly known or notorious facts in the context of the transaction. 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. I must add that I did not really think this was necessary and subsequent events confirmed my perception. Arrival can also be immaterial unless a recipient accesses the e-mail, but in this respect e-mail does not really differ from mail that has to be opened. The present article analyses the many important issues that are raised by what is probably the first case on Internet mistake - the Singapore High Court decision of Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR 594. It is, in large measure, determined by making an objective appraisal of the exchanges between the parties. 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. 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. Despite their familial relationship, the legal relationship between the two of them was that of agent and principal. VKR a j a hJ C. 27-30 January; 2-6, 9 February; 13 March; 12 April 2004. 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 Limit orders: order to be executed only when the desired price is available. In the High Court, the learned judge ("the Judge") decided, in the main, in favour of the Purchaser. It will firstly discuss the fact that such a tort Our academic writing and marking services can help you! When giving evidence, he struck me as cautious, taking great pains to convey the impression that his numerous online enquiries that morning were routinely carried out without any real inkling that an error had occurred. 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. 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. To that extent, his evidence that he subsequently dismissed the notion altogether is unacceptable. Part of the training module included hands-on training with a new template for a Price Mass Upload function. Thus, while the idea of snapping up may well apply in cases one side is aware of the other sides error, I do not think it can be applied literally in the constructive knowledge cases. He would make some basic enquiries to ascertain whether there is anything faulty with the product in an attempt to seek an explanation for or understanding of the basis for the price discrepancy; he might alternatively try and ascertain whether perhaps the price differential is part of some spectacular promotional exercise. In that sense, it is akin to ordinary posting. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. The sixth plaintiff told his brother to order some for him, without specifying how many laser printers he wanted or how he intended to pay for the laser printers. CHWEE KIN KEONG and Others v DIGILANDMALL.COM Pte Ltd (2004) 2 SLR 594. Looking for a flexible role? Section13 of the ETA deems that a message by a partys automated computer system originates from the party itself. It is postulated by many of the leading treatises that equity has a broad church incorporating a more elastic approach and a court of equity may rescind a contract, award damages or, in limited circumstances, fashion a remedy, to suit the justice of the matter. There were no such discussions with potential buyers. The recipient rule is therefore more convenient and relevant in the context of both instantaneous or near instantaneous communications. There was also no indication that the product was being sold on promotion. This new template was designed to facilitate instantaneous price changes allowing them to be simultaneously reflected in the relevant Internet web pages. 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 then zealously sent at about 2.58am, an e-mail to 54 persons, all of whom were friends and/or business associates. If this rule applies to international sales, is it sensible to have a different rule for domestic sales? 12 The plaintiffs both collectively and individually maintained adamantly that while they thought that the price of $66 appeared to be a good deal they did not think that the website prices had been mistakenly placed or inserted. It is therefore incumbent on the web merchant to protect himself, as he has both the means to do so and knowledge relating to the availability of any product that is being marketed. When the defendant learnt of the error, it promptly removed the advertisement from its websites, and informed the plaintiffs as well as 778 others who had placed orders for a total of 4,086 laser printers that the price posting was an unfortunate error, and that it would therefore not be meeting the orders. The court found that parties when . 138 Effectively, the defendant was attempting in this contention to assert that it could have its cake and eat it as well. Typical transactions are usually but not invariably characterised by (a)indecent alacrity; and (b)behaviour that any fair-minded commercial person similarly circumstanced would regard as a patent affront to commercial fairplay or morality. I drew counsels attention to Halsburys Laws of Australia (Butterworths, 1992), vol6 at para 110-5550 which states: 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.

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