CONTRACT FOR SUPPLY OF FURNITURE VOID FOR WANT OF CERTAINTY?
In the recent High Court case of CROWN Construction Pte Ltd v UNIVEL Hospitality Pte Ltd [2025] SGHC 64 (the “Judgment”), Lee Seiu Kin SJ found that a contract between the parties was uncertain on a crucial term, which caused to contract to be “unenforceable” due to want of certainty. Given that the agreement was for the supply of furniture, which seems relatively straightforward, how did this arise?
The Background. The claimant, CROWN Construction Pte Ltd (“Claimant”), engaged the defendant, UNIVEL Hospitality Pte Ltd (“Defendant”), to fabricate, supply and deliver loose furniture for a 13-storey building project at Craig Road (“Project”) (Judgment [1]).
The Defendant originally quoted for the various items of furniture in its quotations of 15 September 2021 based on the items that were specified by the interior design consultant, with the price quoted being USD212,319.91 excluding delivery costs (Judgment [3]).
But the Claimant requested the Defendant to reduce the price by proposing cheaper materials (Judgment [4]).
The Final Quotation. This ultimately culminated in a quotation of 26 October 2021, with a total quoted price of USD140,000 (after a goodwill discount) (Judgment [4]).
Pertinently, as set out by Lee SJ at Judgment [4], “[t]his quotation was on the basis of the use of alternative materials proposed by the Defendant (which were different from those specified in the tender) but which had to be submitted to the Consultant for approval. Crucially, the Subcontract did not provide for a situation where the Consultant rejects the materials proposed by the Defendant.”
Further negotiations ensued, which resulted in a Letter of Acceptance issued by the Claimant to the Defendant on 4 November 2021, which, together with its annexes, constituted the Subcontract in dispute (Judgment [5]). This Subcontract incorporated the summary sheet for the 26 October 2021 quotation (Judgment [5]).
Disputes. It suffices to say that disputes arose between the Parties, which ultimately led to the Claimant commencing a claim in the High Court against the Defendant for breach of contract (Judgment [2]).
This claim was denied by the Defendant, who claimed that, among others, the Subcontract was unenforceable on the ground of uncertainty of terms (Judgment [12]). Specifically, as summarised at Judgment [12], the contention by the Defendant was that “the Subcontract was invalid and therefore unenforceable on the ground of uncertainty of terms”.
The uncertainty. The Defendant argued that the contract was void for uncertainty because there was “no certainty in terms of the materials that would be used in the manufacture of the Furniture” (Judgment [24]).
As set out above, the Claimant had bargained for a reduction in the price “on the basis that the materials used would not be what had been specified in the tender specifications by the Consultant” (Judgment [24]).
Nonetheless, it remained part of the Subcontract that the materials proposed should not deviate from either the “Design Intent” or the “Employer’s Requirements”, though neither of these were set out anywhere, and were subject to the Consultant’s approval (Judgment [24]).
But the Subcontract did not deal with what would happen if the Consultant rejected (or kept rejecting) the materials proposed.
What the High Court held. Lee SJ held that the Subcontract was unenforceable for want of certainty (Judgment [25]).
It appears that Lee SJ gave significant weight to the rather special facts of the case. As set out in Judgment [25], “… the problem for the Claimant arose from its efforts to shave a third off the original tender price by getting the Defendant to propose cheaper materials. In so doing, the Claimant had introduced an uncertainty in the process. This was the requirement to have such materials approved by the Consultant, with the Subcontract silent on what would happen if the materials were not approved. There was simply no provision in the Subcontract to resolve an impasse arising from this.” (emphasis added).
In other words, by obtaining a cheaper price in asking the Defendant to use cheaper materials, without also introducing a term to deal with what happens if the said cheaper materials were rejected by the Consultant, the Claimant had created a contract that was so uncertain that it could not be enforced.
Conclusion. While this case makes no new law, it is rather unusual to come across a case where the Court finds that a contract (or a term of a contract) is unenforceable.
This is, perhaps, caveat emptor. If a contractor knowingly bargains with its sub-contractor to supply goods that are cheaper than what the consultant had specified to the contractor, then the contractor should do well to ask what happens if the consultant rejects those goods.
Another interesting point to note is that while Lee SJ stated that the “Subcontract is uncertain on this crucial term and [therefore] hold that it is, as a result, unenforceable” (Judgment [25]), this choice of phrase is interesting.
Could the fact that Lee SJ at Judgment [41] – [42] found that the Defendant was, in-principle, entitled to claim for damages for wrongful termination (though the Defendant failed to prove the same) meant that Lee SJ had simply found that the Claimant was not entitled to enforce a term that the Defendant had to supply materials of any particular type in light of the Consultant’s rejection and claim for damages, rather than finding that there was, at all material times, no contract at all? Or did the Parties’ conduct managed to “resurrect” a void contract?
We leave our readers with this food for thought.
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