EBS Flow Control Limited v Greene, Tweed & Co.Pte Ltd

Case Significance

EBS Flow Control Ltd v Greene, Tweed & Co Pte Ltd [2024] SGHC 147 was decided by the General Division of the High Court of Singapore on 7 June 2024, in Originating Application No 62 of 2024, with judgment delivered by Hri Kumar Nair J following a hearing on 24 May 2024. From 2016 to 2020, the claimant EBS Flow Control Ltd ("EBS") and the defendant Greene, Tweed & Co Pte Ltd ("GT") entered into yearly distributorship agreements (the "DAs"), under which GT sold industrial products and materials to EBS for resale in China. The dispute turned on the proper construction of the 2020 distributorship agreement, which was entered into on 12 August 2020 and expressly made effective for one year. On 29 June 2021, which the judgment notes was 44 days before the 2020 DA was due to expire, GT sent EBS a notice ("the GT Notice") informing EBS of its intention not to renew or extend the 2020 DA after 12 August 2021. The catchwords frame the issues as damages (liquidated damages or penalty) and contractual terms, including implied terms, interpretation, admissibility of evidence, the Unfair Contract Terms Act, and incorporation by reference. EBS was represented by K&L Gates Straits Law LLC (counsel including Joan Peiyun Lim-Casanova and Lim Min) and GT by Drew & Napier LLC (counsel including Cavinder Bull, Belle Tan Ling Yi and Tay Hong Zhi Gerald).