Wish Controls Pte Ltd v Trident Water Systems Pte Ltd [2025] SGHC 256

The Claimant, Wish Controls Pte Ltd, is a Singapore-incorporated automation and electrical company. The Defendant, Trident Water Systems Pte Ltd, is a Singapore-incorporated management consultancy company. Sato Kogyo (S) Pte Ltd (“Sato”) was awarded the main contract by Systems on Silicon Manufacturing Co Ltd (“SSMC” or the “Client”) for additions and alterations to an existing semi-conductor factory development in Pasir Ris (“Project”). The Defendant was a subcontractor engaged by Sato to provide a wastewater treatment system under a sub-contract dated 6 June 2022 (“Sub-Contract”) for the Project. The Defendant engaged the Claimant to supply and install equipment from Siemens for the operation of the wastewater treatment (“Equipment”).

The Quotations, Purchase Orders (“PO”), Delivery Notes (“DO”) and Invoices central to the dispute are set out below:

$297,016.20

Disputed invoices

$89,104.86

$89,104.86

$29,701.62

$17,820.00

$522,747.54

The Claimant is claiming $522,747.54 unpaid under its invoices. However, the Defendant claims that no payments are owing because the Claimant breached certain implied terms. The Defendant is counterclaiming against the Claimant for loss and damage arising from the Claimant’s breach. The issues at trial were as follows:

(a) First, is the Defendant liable to pay the sums under the Claimant’s Invoices for the 1st and 4th PO (“Claim”).

(b) Second, is the Defendant entitled to the counterclaim for loss and damage (“Counterclaim”).

The Claim

Preliminary issue

As a preliminary issue, counsel for the Defendant, Mr Gerard Quek, argues that the payment term of 30 days found in the POs does not apply to the DOs and hence the Invoices the Claimant issued. Mr Quek argues that the 30-day payment term “goes against ordinary commerce, common sense and logic” because it allows the Claimant to “unilaterally [impose a] 30 days payment term from the date of the invoice”. Counsel argues that it is an implied term of the POs, and consistent with trade practice, that payments are made on “completion and acceptance of the works and/or ancillary works to the satisfaction of [Sato] and/or the Defendant”. But I think counsel misses the point, namely, that the Defendant signed and accepted that the stated items in the DOs were “Checked & Received in good condition”, and only then were the Invoices issued.

DO/Invoice

Date of Issue

2nd DO

July 2023

2nd Invoice

July 2023

3rd DO

August 2023

3rd Invoice

September 2023

4th DO

October 2023

4th Invoice

November 2023

5th DO

November 2023

5th Invoice

November 2023

8th DO

November 2023

8th Invoice

November 2023

Furthermore, when sending the DOs the Claimant (through the Claimant’s project manager, Mr Mathivanan Dinesh Kumar (“Dinesh”)) makes it clear that it will issue the Invoices when the Defendant signs the DOs, and the Defendant (through the Defendant’s project manager, Mr Liow Yaw Vwee (“Yaw”)) acknowledged this. For example, in the email exchange for the 3rd DO:

It is clear that the Defendant accepted that the DOs it signed were for the payment process. Accordingly, the Defendant cannot now argue that somehow payment is contingent on an implied term.

Furthermore, in each Invoice issued, the Claimant expressly refers to the respective POs under the “Customer Job No” field. The parties used the Invoices as the only way to charge for payment under the POs. Therefore, the payment terms in the PO must have applied to the Invoice. Accordingly, I find that the payment terms of 30 days from the PO apply to all Invoices the Claimant issued.

Mr Quek also argues that the POs should be read on a “back-to-back” basis with the “Conditions of the Sub-Contract between the Defendant and [Sato] for the Project”. However, the POs contain no reference to these “Conditions” at all. While it is common for construction contracts to be on a “back-to-back” basis (see Vim Engineering Pte Ltd v Deluge Fire Protection (S.E.A) Pte Ltd [2023] SGHC(A) 2 at [40]), it is not a standard or default position. The parties must provide for it in their contracts. Without a “back-to-back” provision in the POs, one cannot find that the Sub-Contract between the Defendant and Sato imposes an obligation on the contract between the Defendant and the Claimant. Accordingly, this argument fails.

1st PO

Mr Quek argues that the Claimant is not entitled to payment for the invoices pursuant to the 1st PO (2nd to 5th Invoice) because the Claimant, by only delivering the Equipment on 14 July 2023, failed to procure and deliver the Equipment within the delivery lead time of 31 March 2023. However, in my view, that argument has no merit. I accept that there was an initial completion deadline of 31 March 2023 (the printed date of 31 March 2022 was clearly a typographical error). Based on the contemporaneous communication between the parties, it is clear that they initially expected the date to be 31 March 2023. For example, on 9 March 2023, the Defendant’s project manager, Yaw, exchanged a series of messages with the Claimant’s project manager, Dinesh, regarding timelines. In that series of messages, Yaw asked Dinesh for the equipment delivery schedule and sought Dinesh’s help to “push Siemens as the initial plan was to deliver the PLC by end March”. Dinesh did not resist this and even stated that “[t]oday I emailed Sato and SSMC for delay reasons”. In my view, it is clear from this exchange that the parties initially agreed on the 31 March 2023 as the deadline.

In any event, a mere breach of contract, does not entitle the Defendant to withhold payment. When a party breaches a contract, the innocent party’s rights are as follows: First, if the term breached is (i) a condition, (ii) sufficiently serious in nature and consequence, or (iii) the contract clearly provides for termination rights, the innocent party may terminate the contract. Second, the innocent party may elect to sue for damages. The Defendant is excused from payment only if it had terminated the contract, in which case all outstanding obligations would cease to exist.

Having signed the 2nd, 3rd, 4th and 5th DOs, accepting performance of the Claimant’s obligations under the 1st PO, the Defendant had affirmed the contract and waived its right to terminate. The Defendant did so with the full knowledge of the breach. In such a situation, the contract remains valid and the parties are to fulfil obligations still outstanding, including payment, but subject to a claim for damages for breach. By signing the DOs, the Defendant has accepted the works listed therein as completed. It is not entitled to withhold payment. Accordingly, the Defendant is liable to pay the Claimant the monies owed under the 2nd, 3rd, 4th and 5th Invoices.

The Defendant claims that the “Outstanding scope” referred to “Remarks” section in the 5th DO was a reference to the 1st PO, and therefore, it shows that the Claimant had not completed its work under the 1st PO. The “Remarks” section of the 5th DO contain the following:

However, this argument has no merit. As mentioned at [9]–[10] above, even if this was a breach of contract, the remedy is to terminate the contract, or sue for damages. Here, when the Defendant signed the 5th DO, it had affirmed the contract and cannot refuse payment on the basis of alleged “incomplete works”.

I am also not convinced that items (1) and (2) were part of the scope of the 1st PO. The Claimant’s Operations Manager, Ms Gunasekaran Balasowmiya (“Sowmiya”) testified that items (1) and (2) were part of the “Tie-in to SCADA”. She explains that this was an additional requirement that SSMC added and only required after the execution of the 1st PO. I find that this is consistent with the documentary evidence. Items (1) and (2) in the 5th DO contain a caveat that they were “(pending Vijay)”. Vijay is the representative of SSMC. When Vijay “finally approved”, the Defendant sent a follow-up email to the Claimants. In this email sent on 5 January 2024, the Defendant told the Claimants:

Upon Vijay’s approval, the Defendant had to obtain a further quote for completion of the works from the Claimant. In my view, if this was part of the 1st PO there would be no need for a request for an additional quote. For completeness, Sowmiya explained that in the event, the Claimant did not send a quote because it had become evident at that point that the Defendant was not going to pay the outstanding Invoices. Accordingly, I find that the Defendant is liable to pay the sums owed under the 2nd, 3rd, 4th and 5th Invoice.

4th PO

For the 8th Invoice under the 4th PO, Mr Quek also argues that payment is not due because of the notes in the “Remarks” section of the 8th DO. The “Remarks” were:

The Defendant’s case is that these points were within the scope of the 4th PO. Thus, the Claimant did not complete its job scope and therefore should not be paid for the 4th PO.

Even if the “Remarks” show a breach of the agreement, they are not grounds to withhold payment. This argument is identical to their argument under the 5th DO (see above at [16]–[17]). Similarly, here, when the Defendant signed the 8th DO, it had waived its right to terminate the contract. The Defendant cannot therefore withhold payment on the basis of alleged “incomplete works” as a breach of contract. Accordingly, I find that the Defendant is liable to pay the sums claimed under the 8th Invoice.

Admission

On 18 January 2024 at 10.15am, Sowmiya sent a compilation of the overdue Invoices to the Defendant over email. On 18 January 2024 at 5.45pm, the Defendant’s director, Theron Madhavan (“Theron”), replied:

From the email, the Defendant had admitted that it owed the Claimant the sums outstanding under the Invoices. The Defendant’s case was that at the time, it did not believe that it owed the Claimant the sum. Theron explains that he had only worded the email that way to “maintain a cordial relationship with the Claimant and to assure the Claimant that payment will be forthcoming if steps are taken by the Claimant to complete the outstanding works”. He said he did so because “the focus at the material time was to ensure that the works … were completed, and it was important that the relationship with the Claimant did not break down…”. Theron relies on the subsequent email of 2 February 2024 to show that he always intended for the Claimant to complete works before it was entitled to any payment. However, I find his explanation unconvincing and contrary to the express wording of those emails.

The 2 February 2024 email reads:

The 2 February 2024 email was not a demand for the works to be completed before payment was due. It was a plea from the Defendant to the Claimant to consider taking up the works, so that Sato and SSMC would pay the Defendant. I find that this interpretation consistent with the 18 January 2024 email, which outlines the “cash crunch” the Defendant was facing, and the resulting inability to pay the Claimants.

Under O 9 r 18 of the Rules of Court 2021 (“ROC 2021”), where admissions of fact are made by a party in the party’s pleadings or other documents, the Court may, on application made orally or in writing, give judgment on those admissions. Here, I agree with the Claimant that the contemporaneous emails contained an admission from the Defendant that it owed the Claimant the sums under the Invoices. Accordingly, I find that the Claimants had admitted to owing the Defendant the sum under the Invoices.

Allegations of “Double Claim”

The Defendant issued two invoices to Sato, Invoice No. 24/0209 and Invoice No. 25/0010 (“Invoices to Sato”), for a total of $138,975.00. Under these invoices, the work being charged for were:

The Defendant’s case is that the Claimant had already claimed payment for the works from Sato and is thus “double claiming” by suing for recovery under the POs. Mr Quek argues that “the Claimant has elected and/or requested for direct payments from [Sato]” and therefore, “waived its rights (to repayment) and is now estopped from making the same claims against the Defendant.” In my view, this argument must fail.

The works that Sato engaged the Claimant to do were “Trident Outstanding Works”. This does not include the work already completed. The Defendant owes the Claimant $$522,747.54 under the 1st and 4th PO, which were already completed. Therefore, the choice to take on “Trident Outstanding Works” cannot be taken to be in absolute discharge of the Defendant’s obligation to pay the Claimant. The crucial inquiry is whether there is an overlap between “Trident Outstanding Works” and the scope of the 1st and 4th PO. I find that the Defendant has not proven an overlap. With regard to the item “Tie-in to SCADA”, the Defendant asserts that this was part of the original job-scope under the 1st PO. However, as explained at [12]–[13], I find that the “Tie-in to SCADA” was not part of the 1st PO. Therefore, the completion of the “Tie-in to SCADA” that the Claimant claims from Sato is not a “double claim”.

Regarding the item “Complete defects rectification”, I find that the Defendant has not proven which defects were under the scope of the POs between itself and the Claimant. If the Defendant is asserting that the Claimant has “double claimed” for works under the POs, it has to show what had been “double claimed”. The Defendant asserts that the scope of work under “Complete defects rectification” includes the “punchlists and defects list [that it] circulated to the Claimant”. However, the Defendant has not shown that rectification of the items under the “punchlists and defects list” were in the Claimant’s original scope of work in the POs.

Even if the Defendant owed to Sato an obligation to rectify certain work, it does not follow that it was the Claimant who had to rectify it. As explained at [7] above, the POs between the Claimant and the Defendant were not on a back-to-back basis with the Sub-Contract between the Defendant and Sato. Therefore, unless proven, there are no grounds to find that the obligation on the Defendant (ie, to rectify the defects) were owed by the Claimant. Thus, I find that the Defendant has not discharged its burden.

On the item “Support for Defects Liability Period (for Wish Controls Works only)”, again, the Defendant has not proven that it falls within the scope of the POs. It is clear from the POs that there is no mention of this item. Thus, the Defendant has failed to show what the “double claimed” was. Accordingly, I find that there is no merit to this “double claim” argument.

The Defendant has received approximately $3.72 million (being 95% of the Sub-Contract amount), from Sato. This evinces the fact that Sato had accepted the works that the Claimant did and duly paid the Defendant for them. Therefore, it is against common sense and reason that the Defendant should be allowed to retain the benefit of the Claimant’s work (by receiving payment under the Sub-Contract) but refuse to pay the Claimant altogether.

Accordingly, the Claimant succeeds in its claim.

The Counterclaim

The Defendant alleges eight breaches on the part of the Claimant and counterclaims for damages to be assessed. The eight alleged breaches are:

1

2

3

4

5

6

7

8

In his submission, Mr Quek argues that the alleged breaches resulted in the Defendant suffering prolongation costs and loss of profits as a result of the Claimant’s breach and the subsequent termination of the Defendant’s subcontract with Sato. However, I disagree. Regarding the prolongation costs, I find that the Defendant has not proven any damage. It is axiomatic that a claimant seeking damages for a civil wrong must prove its damage. See: POP Holdings Pte Ltd v Teo Ban Lim and others [2025] 2 SLR 90 at [1].

Regarding the loss of profits ground, the Defendant’s case is that it lost the “retention sum pursuant to its [Sub-Contract] with [Sato] for the sum of S$178,060.00 being withheld by [Sato] following the termination of the Defendant’s subcontract”, as a result of the various alleged breaches. However, causation is an essential element in a claim in damages. The party alleging the damage has to prove that the alleged breach caused the damage. In the present case, I find that for want of evidence, the Defendant has not proven causation.

In the termination notice issued by Sato against the Defendant, Sato claims that the Defendant had:

Even if is accepted that the Claimant has breached its obligations, the Defendant has not shown that those breaches caused the termination by Sato. Applying the “but-for” test of causation, it cannot be said that the Defendant would not have been terminated by Sato had the Claimant not breached its obligations under the PO. It is clear from the notice of termination that Sato terminated the Claimant not just because of the actual work product, but because it had declared to Sato that it was insolvent. Thus, the Defendant has failed to prove causation for this head of damage. Therefore, because the Defendant has failed to prove damage for the prolongation cost and causation for the loss of profits, their counterclaim on those items of damages fails.

In any event, I find that the Defendant has failed to establish that the Claimant committed Alleged Breach No. 4, 5, 6, 7 and 8. For Alleged Breach No. 4, it is unclear where the obligation to “comply with the instructions from the Defendant and/or [Sato]” is derived from. Without an obligation, there can be no breach. Next, for Alleged Breach No. 5 and 6, these refer to the requirements under the Project. The POs contain none of those requirements. As found above at [7], the POs and the Sub-Contract did not operate on a back-to-back basis. As to Alleged Breach No. 7, the Defendant fails to prove these alleged consequential effects. The Defendant claims that it was unable to hand over to Sato because of the delay by the Claimant. However, that is demonstrably untrue. It was unable to hand over because it did not complete the works, including the “Tie-in to SCADA”, which was not part of the Claimant’s scope of work. Lastly, as to Alleged Breach No. 8, the Defendant has failed to show how this contractual obligation arose. Accordingly, with no obligation, there can be no breach.

I do find that the Claimant has committed Alleged Breach No. 1, 2 and 3. As to Alleged Breach No. 1 and 2, from my findings above at [8], there was a delay of delivery from the originally agreed deadline. As to Alleged Breach No. 3, I also accept that the Claimants has breached the 4th PO. The items under the “Remarks” in the 8th DO (pertaining to the original information and logic of the SCADA programming – see above at [14]) are within the scope of the 4th PO. Accordingly, there was therefore a failure to complete the ancillary works under the 4th PO. However, because the Defendant fails to prove damage (see above at [29]–[31]), I award nominal damages of $1,000 for each of the three breaches.

Conclusion