Karridale PTE Ltd v Global (SI) Ltd [2021] SBHC 75; HCSI-CC 241 of 2020 (1 June 2021)

HIGH COURT OF SOLOMON ISLANDS

Case name:	Karridale PTE Ltd v Global (SI) Ltd
Citation:
Date of decision:	1 June 2021
Parties:	Karridale PTE Limited v Global (SI) Limited
Date of hearing:	26 April 2021
Court file number(s):	241 of 2020
Jurisdiction:	Civil
Place of delivery:
Judge(s):	Kouhota; PJ
On appeal from:
Order:	Having considered the evidence before the court, I am satisfied the Defendant clearly breach the terms of the contract when it fails to pay installments for about 16 months. I am satisfied with the required standard that the Claimant had proved its claim. I find that Defendant is liable and give judgment for the Claimant in the terms of the claim plus interest of 1.5 percent per month from 20th May 2020 until payment is made in full. Cost against the Defendant to be tax if not agreed.
Representation:	Radclyffe A for the Claimant Nimepo D for the Defendant
Catchwords:
Words and phrases:
Legislation cited:	Stamp Duties Act S9
Cases cited:

IN THE HIGH COURT OF SOLOMON ISLANDS
CIVIL JURISDICTION

Civil Case No. 241 of 2020

BETWEEN

KARRIDALE PTE LIMITED
Claimant

AND:

GLOBAL (SI) LIMITED

Date of Hearing: 24 April 2021
Date of Judgment: 1 June 2021

Radclyffe A for the Claimant
Nimepo D for the Defendant

JUDGMENT

Background

The Claimant is a limited company incorporated in Singapore and Defendant is a limited company incorporated in Solomon Islands and is carrying on business in the logging industry. By a written contract dated 15^th January 2017, the Claimant sold and supplied to Defendant for use in its logging operation in Solomon Islands the following machinery and vehicle.

1. 2 Luigong Excavators GLG 920 at the contract price of USD 150,000.00 each,
2. A Luigong Wheel Loader CLG at an agreed price of USD 150,000.00
3. A Mercedes Benz 3836 logging truck at the agreed price of USD 130,000.00 and
4. A Shantui SD16TF bulldozer with Komatsu winch at the agreed price of USD160,000.00
5. Balance Brought forward is USD189, 036.99.
6. Interest of 5% x 2 years (46,451.85 x 2) total to USD92, 903.70.

The total claimed was USD$1,021,940.69. The parties agreed that payment will be on installment of US$ 42,580.86 per month for 24 months and that ownership of the machinery will remain with the Claimant until payment is made in full. The contract was signed by the parties or their representative on 15^th January 2017 thus final payment was due on 15^th January 2019. This claim was filed on 2^nd June 2020 or about 16 months after the final payment was due. A copy of the contract is exhibit as Exhibit YWY 1 annexed to the sworn statement of Yee Wen Yee filed on 20^th January 2021. The terms of the contract are as follows;

1. Installment Payment will be as follows:

-1,021,940.69/24 months = 42,580.86/Month.

-For installment payment of the month which paid exceeds the amount of the installment payment 10% rebate to be given after deduction of installment payment of (USD 42,580.86) which the rebate will only be effect after completion of full payment. The first payment starts on 20^th February 2017, thereafter following by each calendar month.

2. 1.5 % interest will be charged monthly for any late payment of any installment due.
3. The machines’ ownership will remain to the seller until full settlement is made by the buyer (sic).
4. Payment by TT to the following account:
   • A/C Name: Karridale Pte Ltd
   • AC No: 64010038086(USD A/C)
   • Bank Name: MAYBANK
   • Bank Address: Singapore
   • Swift Code: MBBESGSG

Mr Nimepo submits that the contract is a conditional contract and was unenforceable for uncertainty. I do not find that there was any uncertainty in the contract. The contract clearly spells out the mode of repayment, the amount payable per month and when installment payment will start, and for how long installment payment will run and complete.

On the submission that this contract is a conditional contract, I accept Mr Radclyffe’s submission that a conditional contract is one that is dependent on an action of a third party. He submits an example would be, sale and transfer of land where the sale and transfer require the consent of the Commissioner of Lands.

Counsel Nimepo also submits that the contract is unenforceable because the contract was conditional and the contract does not expressly give the right to the seller to claim breach of contract unilaterally. My view is that whether there was no expressive right given to a party to sue in a breach of contract is not an issue because as a matter of law, a breach of contract entitles the other party to sue for damages or specific performance, it is an implied term of the contract and need not specific expression.

Counsel also submits that Defendant never breach the contract and only stop paying installment when the claim filed its claim. The material before the court, however, shows otherwise and clearly, shows that claim was filed after Defendant had not made any installment payment for more than 15 months. I also reject counsel for Defendant's submission that time is not of the essence in the contract. Clause 1 of the contract states that the period to complete payment was 24 months from the date of the first payment which was 20^th February 2017.

Counsel for Defendant, in his submission also question the validity of the contract because he says the stamp duty was only paid 3 days before the claim was filed. The point is misconceived, section 9 of the Stamp Duty Act states, “No document executed in Solomon Islands or relating, wheresoever executed, to any property situated in Solomon Islands or to any matter or thing done or to be done in Solomon Islands, shall, except in criminal proceedings, and in civil proceedings by a Collector to recover any duty or penalty under this Act, be pleaded or given in evidence or admitted to be good, useful or available in law or equity unless it is duly stamped in accordance with the law in force at the time when it was first executed.”

I do not think the Act specified any time frame in which stamp duty must be paid and the document stamped. The Act only required that a document must be stamped when it was first executed. In the present case, this was the first execution of the contract. The submission on the issue of stamp duty is rejected.

Having considered the evidence before the court, I am satisfied the Defendant clearly breach the terms of the contract when it fails to pay installments for about 16 months. I am satisfied with the required standard that the Claimant had proved its claim. I find that Defendant is liable and give judgment for the Claimant in the terms of the claim plus interest of 1.5 percent per month from 20^th May 2020 until payment is made in full. Cost against the Defendant to be tax if not agreed.

The Court
Justice Emmanuel Kouhota
Puisne Judge