Tozzi Srl v Bumi Armada Offshore Holdings Limited & Anor [2017] SGHC(I) 8 (21 September 2017)

Tozzi Srl v Bumi Armada Offshore Holdings Limited & Anor [2017] SGHC(I) 8 (21 September 2017)

A binding standalone agreement granting Tozzi a right of first refusal over all Topside Process Modules was formed at the 31 July 2014 meeting, independent of the 'subject to contract' clause, which only deferred legal relations regarding the substantive EPC and FEED contracts. BAOHL breached this right by awarding the subcontract to a third party without offering Tozzi the opportunity to match, and BAB, with knowledge and intent, induced this breach.

Citation
[2017] SGHC(I) 8
Parties
Plaintiff: Tozzi Srl (formerly known as Tozzi Industries SpA); First Defendant: Bumi Armada Offshore Holdings Ltd; Second Defendant: Bumi Armada Berhad
Jurisdiction
Singapore
Judgment Date
21 September 2017
Procedural Posture
Commercial Contract and Tort Claim / Judgment After Trial on Liability
Outcome
Plaintiff's claim allowed against both defendants; damages to be assessed.
Legal Topics
Formation of Contract, Intention to Create Legal Relations, Right of First Refusal, Breach of Contract, Inducement of Breach of Contract
Contract Tort Formation of Contract Intention to Create Legal Relations Right of First Refusal Breach of Contract Inducement of Breach of Contract

Case Brief

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Parties

Tozzi Srl (formerly known as Tozzi Industries SpA)

Plaintiff

Bumi Armada Offshore Holdings Ltd

First Defendant

Bumi Armada Berhad

Second Defendant

Procedural Posture

Commercial Contract and Tort Claim / Judgment After Trial on Liability

Legal Issues

  1. 1 Whether a binding right of first refusal was granted to Tozzi for the supply of all Topside Process Modules
  2. 2 Whether the 'subject to contract' clause in the 1 August MOM precluded contractual effect of the right of first refusal
  3. 3 Whether BAOHL breached the right of first refusal

Ratio Decidendi

A binding standalone agreement granting Tozzi a right of first refusal over all Topside Process Modules was formed at the 31 July 2014 meeting, independent of the 'subject to contract' clause, which only deferred legal relations regarding the substantive EPC and FEED contracts. BAOHL breached this right by awarding the subcontract to a third party without offering Tozzi the opportunity to match, and BAB, with knowledge and intent, induced this breach.

Court Disposition

Plaintiff's claim allowed against both defendants; damages to be assessed.

Orders

  • Defendants to pay damages to be assessed.
  • Defendants to bear costs of trial on liability, taxed if not agreed.