BCBC SINGAPORE PTE LTD & Anor v PT BAYAN RESOURCES TBK & Anor [2017] SGHC(I) 6 (25 July 2017)

BCBC SINGAPORE PTE LTD & Anor v PT BAYAN RESOURCES TBK & Anor [2017] SGHC(I) 6 (25 July 2017)

BR was under a contractual obligation under Article 7.1 of the PLFA (until 31 December 2011) and clause 3.8(b)(iii) of the JV Deed (until termination) to ensure that Bara and FSP supplied coal to KSC for commissioning and testing. By instructing cessation of coal supply and conditioning future supply on a US$45m buyout, BR committed repudiatory breaches of both the PLFA and the JV Deed. However, BCBCS did not accept the repudiatory breach until 2 March 2012. The joint venture was thereby terminated on that date. The court found that BR's breach was causative of loss, but the quantum of damages would be determined in a further tranche if not agreed.

Citation
[2017] SGHC(I) 6
Parties
Plaintiff: BCBC Singapore Pte Ltd; Plaintiff: White Energy Company Limited; Defendant: PT Bayan Resources TBK; Defendant: Bayan International Pte Ltd
Jurisdiction
Singapore
Judgment Date
25 July 2017
Procedural Posture
Commercial Suit / Judgment After Second Tranche of Trial
Outcome
BR and BI committed repudiatory breaches of the JV Deed and PLFA; BCBCS validly accepted the repudiation and the joint venture was terminated as of 2 March 2012. Damages are to be assessed in a further tranche if not agreed.
Legal Topics
Breach of Contract, Remedies for Breach, Damages, Joint Venture, Repudiation, Coal Supply Agreements
Contract Law Commercial Law Breach of Contract Remedies for Breach Damages Joint Venture Repudiation Coal Supply Agreements

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Parties

BCBC Singapore Pte Ltd

Plaintiff

White Energy Company Limited

Plaintiff

PT Bayan Resources TBK

Defendant

Bayan International Pte Ltd

Defendant

Procedural Posture

Commercial Suit / Judgment After Second Tranche of Trial

Legal Issues

  1. 1 Whether BR was under an obligation to supply and/or assist in procuring coal to be supplied to KSC under the JV Deed, PLFA and/or the April 2011 Side Letter between November 2011 and 2 March 2012
  2. 2 Whether BR committed a repudiatory breach of the JV Deed and/or PLFA by ceasing coal supply and conditioning supply on a buyout
  3. 3 Whether BCBCS accepted any repudiatory breach and whether the joint venture was thereby terminated

Ratio Decidendi

BR was under a contractual obligation under Article 7.1 of the PLFA (until 31 December 2011) and clause 3.8(b)(iii) of the JV Deed (until termination) to ensure that Bara and FSP supplied coal to KSC for commissioning and testing. By instructing cessation of coal supply and conditioning future supply on a US$45m buyout, BR committed repudiatory breaches of both the PLFA and the JV Deed. However, BCBCS did not accept the repudiatory breach until 2 March 2012. The joint venture was thereby terminated on that date. The court found that BR's breach was causative of loss, but the quantum of damages would be determined in a further tranche if not agreed.

Court Disposition

BR and BI committed repudiatory breaches of the JV Deed and PLFA; BCBCS validly accepted the repudiation and the joint venture was terminated as of 2 March 2012. Damages are to be assessed in a further tranche if not agreed.

Orders

  • Declaration that BR and BI repudiated the JV Deed and PLFA
  • Declaration that BCBCS validly accepted the repudiation and the joint venture is terminated as of 2 March 2012