Skip to content
laws.sgby aturio
Grounds publishedDecided 26 Oct 2026
Contents

General Division of the High Court

Fujifilm Business Innovation Singapore Pte Ltd v Federal Marketing & Printing Pte Ltd and others

Feedback & support

[2026] SGHC 225Case no. Originating Claim No 343 of 2024

What happened, in plain English

There is no plain-English summary of this judgment yet.

Ask about this judgment

Laws this judgment relies on

Grounds of decision

Official text from eLitigation

  1. Sushil Nair JCA:

  2. Introduction

  3. [1] HC/OC 343/2024 (“OC 343”) is a claim by Fujifilm Business Innovation Singapore Pte Ltd (“Fujifilm”) against Federal Marketing & Printing Pte Ltd (“Federal”), Mr Lim Peng Huat (“Lim”) and Ms Ng June Fong (“Ng”) (collectively, the “Defendants”). Fujifilm claims against Federal for: (a) 55 months of unpaid rental charges for the hire of a printer, totalling S$715,093.01, pursuant to a rental agreement; (b) eight months of unpaid maintenance charges in relation to the printer, totalling S$10,754.37, pursuant to a service agreement; and (c) S$69,996.51 of late charges under both agreements. Fujifilm also seeks to hold Lim and Ng liable for the same sums pursuant to a guarantee, under which Lim and Ng had agreed to guarantee the obligations of Federal under the rental and service agreements.

  4. [2] The Defendants deny their liabilities under the rental and service agreements in full. Their defence, broadly, is that Fujifilm had agreed to waive, or otherwise forego, its entitlement to the rental charges under the rental agreement pursuant to a new agreement that it had entered into with Federal subsequently. The Defendants also counterclaim against Fujifilm for various misrepresentations, breach of the express terms of the rental and service agreements and certain implied terms under the Supply of Goods Act 1982 (2020 Rev Ed) (“SGA”). Federal submits that it is entitled to a refund of rental payments already made, an award of damages for the misrepresentations, breaches of contract and loss of profits.

  5. [3] Having considered the parties’ submissions and the evidence, I allow Fujifilm’s claims in full and dismiss the Defendants’ counterclaims in their entirety.

  6. Facts

  7. The parties

  8. [4] Fujifilm is a company incorporated in Singapore which carries on a business of renting and servicing office machinery and equipment. Federal is a company incorporated in Singapore carrying on the business of manufacturing cards, envelopes and stationery. Lim is a director of Federal. Ng is Lim’s wife and an accounts assistant employed by Federal.

  9. [5] Quite apart from cards, envelopes and stationery, Federal often manufactured products such as “Product Catalogues” and “Wallpaper Books” for its clients. Its senior graphic designer and manager, Mr Vikneshwaran Muniyandi Subramani (“Viknesh”) explained that the manufacture of these products required the use of a “special printer” that is able to engage in “Large-Sized Printing”. Large-Sized Printing refers to a printer’s ability to print on materials with a dimension larger than 48 cm by 33 cm. Printers which can only print on materials with a dimension not larger than 48 cm by 33 cm, on the other hand, would only be able to engage in “Small-Sized Printing”. Therefore, manufacture of the Product Catalogues, usually a six- or nine-page product which measures up to 90 cm in length, would require the use of a printer capable of engaging in Large-Sized Printing. Similarly, manufacture of the Wallpaper Books, which is a product that is approximately 68 cm in length and 30 cm in width, would also require the use of a printer capable of engaging in Large-Sized Printing.

  10. [6] Viknesh explained that Federal would often mass-produce products such as the Product Catalogues in batches of hundreds (or even thousands) for its clients. Before committing to mass-production, however, Federal would often produce a product in smaller batches (of 50 or 100) as a sample of sorts to enable its client to conduct a quality check. Viknesh also explained that, in the event that Federal’s clients are dissatisfied with the quality of the samples produced, they would request that Federal “recreate” the given product until their “requirements and standards” have been met. Some examples of these “requirements and standards” that Federal’s clients may demand that it meet included:

  11. (a) First, the products, when “put and stacked together in a row”, would have to be “aligned and uniform”.

  12. (b) Second, the words (if any) along the spine of a given product would have to be aligned to the surface which it is printed on.

  13. (c) Third, there may be requests that certain parts of a product be embossed. For example, a client may request that its name and/or logo on the cover page of the relevant product be embossed. The embossing process involves feeding the printed product, along with input of the specifications of the product “alignment” (ie, the “width and length of the product design”), into an embossing machine. Precision in the alignment of the printed product would therefore be crucial in ensuring that only the specific part of the printed product, which bore the relevant logo and/or name, is embossed.

  14. (d) Fourth, the pages of a product would have to be “uniform and aligned accurately” so as to ensure that any sample materials pasted thereon would not be out of alignment.

  15. [7] According to Federal, therefore, accuracy in product alignment is crucial in ensuring client satisfaction in the “printing industry”, which it described as “highly competitive”. While clients would “generally allow some leeway” in respect to errors in alignment, Viknesh explained that this is ordinarily limited to those situations where the misalignment is “not visible to the naked eye, typically within a tolerance of plus or minus 1mm”.

  16. Background to the dispute

  17. [8] Fujifilm and Federal share a long and checkered business relationship which, in the main, involved the former leasing printers to the latter and providing various ancillary services in relation to the upkeep and maintenance of those printers. The earliest set of agreements which are of relevance to this dispute are those entered on 4 August 2015. On that date, Fujifilm and Federal entered into a written contract under which Federal agreed to “rent” two pieces of equipment (“C1000iP5EL@” and “C1000iEFI@”, collectively, the “C1000i Printer”) from Fujifilm for a term of 60 months in consideration for a monthly fee of S$8,333 (“C1000i Rental Agreement”). Concurrently, on the same date, Fujifilm and Federal also entered into an agreement whereby Fujifilm agreed to, amongst other things, provide services pertaining to the maintenance and upkeep of the C1000i Printer.

  18. [9] Federal’s position is that there had been issues with the C1000i Printer which made them unsuitable for its operations. It asserts that there had been “colouring issues” with the C1000i Printer as the colours of the output which it produced “would change after around every 25 sheets [of] paper being printed”. Additionally, Lim asserts that the C1000i Printer could only perform “Small-Sized Printing”, resulting in it having to outsource tasks which required “Large-Sized Printing” to external vendors (see [5] above). Lim claims that he had raised complaints pertaining to these issues with the C1000i Printer on Federal’s behalf to Fujifilm’s customer support team. These allegations as to the C1000i Printer’s limitations are denied by Fujifilm, which asserts that the C1000i Printer performed, at all material times, “according to specifications”.

  19. The Rental and Service Agreements

  20. [10] According to Lim, the complaints which he had raised on behalf of Federal prompted Fujifilm to send Ms Rowena Cheang Pei Wen (“Rowena”), one of Fujifilm’s representatives and a member of its sales and customer relationship team, to discuss the issues with the C1000i Printer with Federal. Sometime in November 2017, Rowena is alleged to have made multiple on-site visits to Federal’s previous office, during which Lim informed her about the issues that Federal was facing with the C1000i Printer. In response to these complaints, Rowena is alleged to have proposed that Federal “upgrade” its printer by leasing an “Iridesse” model printer (“Iridesse Printer”) from Fujifilm. Rowena is also alleged to have claimed that this “new machine”: (a) is capable of supporting “a wider range of colours”; (b) has “superior specifications” as compared to the C1000i model; and (c) would improve Federal’s “overall profit margins” as it would enable Federal to conduct Large-Sized Printing in-house (as opposed to outsourcing such tasks).

  21. [11] Sometime in the same period, Rowena prepared and submitted a proposal titled “Iridesse Colour Production Press Proposal” (“Proposal”) to Federal. The Proposal, which is addressed to Lim, touted the capabilities of the Iridesse Printer in broad strokes while setting out its “specifications” in some detail. It also stated that the Iridesse Printer would contribute to “customers’ business expansion” by: (a) increasing “print volume with increased productivity and increased operating rate”; and (b) bringing “[u]nmatched value with unsurpassed expressions realized with improved image quality and use of multiple colours”. It also proposed a “special pricing package” for Federal, under which Federal would pay a monthly rental of S$10,590 for a term of 60 months for the hire of the Iridesse Printer.

  22. [12] In the same period, Lim was extended a copy of a “Customer Expectation & Installation Guide” dated November 2017 for the Iridesse Printer (“Nov 2017 CEI Guide”). The purpose of the Nov 2017 CEI Guide was to: (a) assist customers to “understand the performance and capabilities” of the Iridesse Printer; and (b) provide information on the “accessories” and “specifications” of the Iridesse Printer. Annexed to the Nov 2017 CEI Guide was a “Customer Expectations Agreement” signed by representatives from Fujifilm and Federal, where the latter acknowledged that it had reviewed and understood “the product specifications for each of the modules that will be installed”. These “modules” were: (a) the Iridesse Printer; (b) a “High Capacity Feeder”; and (c) an “Offset Catch Tray”. Federal also acknowledged that it had “viewed a representative output sample” from the Iridesse Printer and that “the image quality” of said sample was “acceptable for the needs of [its] organization”.

  23. [13] On 29 November 2017, Federal and Fujifilm entered into a written agreement whereby the latter agreed to let, and the former agreed to hire, an Iridesse Printer (“Equipment”) for a term of 60 months at a monthly rent of S$10,590 (“Rental Agreement”). The Rental Agreement also provided that Fujifilm would be licensing its “Software” for the Equipment to Federal. As the term of the C1000i Rental Agreement had not expired as at the date of the Rental Agreement, the parties agreed that the remaining rental period for the C1000i Printer would be “rolled over” into the rental period for the Equipment. The effect of such an arrangement was to replace the C1000i Printer with the Equipment. The Rental Agreement contained the following clauses:

  24. (a) Clause 1 provided that the rental of the Equipment and the license of the Software would start on the “Commencement Date” (defined as 1 April 2018) for the “Minimum Period” (defined as 60 months). Both the rental and the license would be automatically renewed after the Minimum Period, “unless terminated by 2 months’ prior written notice expiring on a date after the Minimum Period”.

  25. (b) Clause 5, which set out Federal’s obligations in detail, contained the following sub-clauses:

  26. (i) Under clause 5.1, Federal undertook to pay: (a) the “Initial Payment”; (b) “all Period Payments for the whole Minimum Period”; and (c) the “Final Payment” (collectively, the “FXS Payments”). The terms “Initial Payment”, “Period Payments” and “Final Payment” were not defined in the Rental Agreement but were expressed to be in the quantum of S$0, S$10,590 (monthly) and S$90,000 respectively.

  27. (A) Each Period Payment was stipulated to be payable on the “Rental/Fee Payment Day” throughout the Minimum Period (and thereafter, if the Rental Agreement “continue[d]”). The term “Rental/Fee Payment Day” was not defined in the Rental Agreement.

  28. (B) If the Rental Agreement was terminated before the end of the Minimum Period, all Period Payments for the balance of the Minimum Period would become “due and payable immediately” in accordance with clause 7.3.

  29. (C) The Final Payment was stipulated to be payable together with the last due Period Payment occurring during the Minimum Period, or “immediately” in the event of “early termination”.

  30. (ii) Under clause 5.2, all FXS Payments were to be paid to Fujifilm “free from any withholding, deduction, set off, reduction, defence, deferment and counterclaim, whether on account of taxes or otherwise”. Federal’s obligations under the Rental Agreement to pay the FXS Payments were also expressed to be “absolute” and “not [to] be affected by any matter, event or contingency whatsoever, whether such matter, event or contingency result[ed] in the damage, destruction or loss of use of the Items or any of them or otherwise”. The word “Items” referred collectively to: (a) the Equipment; (b) the Software; and (c) certain unspecified “tangible materials” which Fujifilm would supply to Federal under the Rental Agreement.

  31. (iii) Under clause 5.3, Federal agreed, in the event that it defaulted on any payment due under any invoice issued by Federal, to “pay interest at the rate of 15% per annum (which rate will apply before as well as after judgment) from the due date of [Fujifilm’s invoice] until the date of full payment”.

  32. (c) Under clause 6, Fujifilm warranted that the Equipment would be “free from defects in materials, workmanship and installation for a period of 90 days from the date of installation”. Clause 6 also contained the following sub-clauses:

  33. (i) Under clause 6.1, in the event that Fujifilm received a written notice from Federal of any breach of the warranty in clause 6 during the warranty period, Fujifilm would come under an obligation to, “within a reasonable time, repair or at its option, replace the [Equipment] or such parts of it as may be defective”. Fujifilm’s obligation under clause 6.1, however, was made subject to Federal having “used and maintained the [Equipment] in accordance with the terms of [the Rental Agreement]” and not being in breach of the same.

  34. (ii) Under clause 6.2, the warranty in clause 6 was expressed to “not apply where the defect is caused by any default or wilful or negligent act or omission of [Federal], its employees, servants or agents”.

  35. (d) Clause 7, titled “Termination”, provided that the Rental Agreement could not be “terminated or cancelled except as expressly set forth” in the Rental Agreement.

  36. (i) Specifically, under clause 7.2, Fujifilm had a general right to terminate the Rental Agreement by giving notice in writing should Federal be in breach of any of the terms of the Rental Agreement, and such breach remained unremedied for seven days following notice by Fujifilm specifying such breach.

  37. (ii) Upon the termination of the Rental Agreement pursuant to clause 7.2 or “otherwise howsoever arising”, Fujifilm would be entitled under clause 7.3 to, amongst other things, enter any of Federal’s premises to “take immediate possession” of all its Items and “exercise any right or remedy that may be available to [it] under applicable laws”.

  38. (iii) Clause 7.4, on the other hand, conferred on Federal the right to terminate the Rental Agreement “by giving notice in writing if [Fujifilm] is in breach of any of the material obligations set out under Clauses 6 and 6.1”, and “such breach remains unremedied for thirty (30) days following notice by [Federal] specifying such breach”.

  39. (iv) In the event that the Rental Agreement was terminated by Federal pursuant to clause 7.4, it would immediately come under an obligation under clause 7.5 to return all of the Items to Fujifilm. Further, the fact of Federal’s termination of the Rental Agreement was stated not to affect any liability on its part in relation to sums due under the Rental Agreement.

  40. (v) Clause 7.7 provided that Federal “shall be liable for all costs and expenses incurred by [Fujifilm] (including legal fees on a full indemnity basis) flowing from the breach by [Federal] of [the Rental] Agreement and/or [its] termination and/or the exercise of [Fujifilm] of its rights and remedies” thereunder.

  41. (e) Clause 9 stated that no “failure or delay” on Fujifilm’s part in “enforcing any term or condition of [the Rental] Agreement or to exercise any right or remedy (whether in whole or in part) under [the Rental] Agreement shall be deemed a waiver of [its] rights [t]hereunder nor prejudice [Fujifilm’s] right to take subsequent action”.

  42. (f) Clause 10 provided that the Rental Agreement would constitute “the entire agreement” between Fujifilm and Federal, and that “[n]o representation, statement, warranty not contained in [the Rental] Agreement” or any “waiver, alteration or modification” of the terms of the Rental Agreement shall be binding on Fujifilm “unless recorded in writing and signed by a Director or General Manager” and a person authorised by Federal.

  43. [14] Concurrently, on 29 November 2017, Federal and Fujifilm entered into another written agreement whereby Fujifilm agreed to sell “materials and supplies” to Federal in relation to the Equipment, as well as to provide maintenance for the same (“Service Agreement”). The Service Agreement contained the following terms:

  44. (a) Clause 1 stipulated that the services which Fujifilm would be providing to Federal would commence on the “Service Commencement Date” of 1 April 2018 and continue for the Minimum Period of the Equipment. The provision of services for the Equipment would continue beyond the Minimum Period of the Rental Agreement, unless the Service Agreement was terminated by “90 days prior written notice expiring on a date after the [Minimum Period]”. To that end, Federal had the option of terminating the Service Agreement before the Minimum Period by giving written notice to Fujifilm in the aforesaid manner and paying “an administrative fee”.

  45. (b) Under clause 2, Fujifilm undertook to: (i) “replace parts necessary for the efficient working of the Equipment”; (ii) “service (i.e. inspect, adjust and repair) the Equipment”; (iii) “provide xerographic supplies necessary for the operation of the [Equipment] other than colour toners” and “output copy material”; and (iv) provide “any patches or bug fixes” for the Software as and when available”.

  46. (c) Under clause 3.2, Fujifilm also undertook to provide “Technical Support Services” (left undefined) for the Equipment in the following manner. In the event that there was “any suspected problem” with the Equipment, Federal would at the first instance be required to notify Fujifilm of the relevant problem “via telephone”. Specifically, Federal was required to “have used reasonable efforts to check that the method of use or operation of the [Equipment] is in accordance with any operating or user instruction or manuals provided” by Fujifilm. If the problems with Equipment could not be resolved, Fujifilm would “attend on site to diagnose” any issues with the Equipment.

  47. (d) Under clause 5.1, Federal undertook to pay all “Maintenance Charges” for the Equipment and the Software for the whole Minimum Period. These Maintenance Charges would be payable monthly upon the issuance of the relevant invoice by Fujifilm. By clause 6.1, Federal’s obligation to pay the Maintenance Charges was expressed to be “absolute” and to not be “affected by any matter, event or contingency whatsoever, whether such matter, even or contingency result[ed] in the damage, destruction[,] loss of use of the Items or any of them or otherwise”. Under the Service Agreement, the only form of “Maintenance Charges” that were payable by Federal to Fujifilm were what the parties referred to as the “click charges”. These click charges referred to the price that Fujifilm would charge its customers (including Federal) per print on a sheet of A4 paper. The quantum of these charges would depend on whether Federal wished to print its materials in “Black & White” (S$0.08 per “click”) or “Full Colour” (S$0.012 per “click”). They would also depend on the size of the paper on which they wished to print. For example, Fujifilm would charge a single “click” for printing on a side of A4 and A3 paper, but charge double “clicks” when printing on a side of “large size” paper with dimensions of 480 mm by 330 mm (ie, Large-Sized Printing). The specific number and type of prints conducted by Federal using the Equipment would be tracked by way of a meter affixed thereto. Specifically, under clause 5, Federal had an obligation to notify Fujifilm of the “output copy material consumption as reflected on the Meter on or before the 25th day of each month”, whereupon Fujifilm would render an invoice for the same.

  48. (e) Similar to clause 5.3 of the Rental Agreement, clause 7 of the Service Agreement provided that, in the event of a default by Federal in making payment of the amounts due under any invoice issued by Fujifilm, Federal would have to “pay interest at the rate of 15% per annum (which rate will apply before as well as after judgment) from the due date of the [relevant invoice] until the date of full payment of the amount due”.

  49. (f) Clause 9 stated that in the event Fujifilm was “under any circumstance liable for any defect or deficiency in the services or any performance of or lack of or delay in performance with respect to the services” to be provided under the Service Agreement, Fujifilm’s “only liability shall be (at the election of [Fujifilm] in its sole discretion) to repeat the performance of the services to the best of its ability or to replace or repair the item on which the services were performed or required to be performed within a reasonable time”.

  50. (g) Under clause 10.1, Fujifilm had a right to terminate the Service Agreement by giving notice in writing if, amongst other things, Federal were to breach “any” of its terms. On the other hand, under clause 10.2, Federal had a right to terminate the Service Agreement by giving notice in writing if Fujifilm fell in breach of its obligations under clauses 2 and 3 and such breach remained unremedied for 30 days following the issuance of a notice from Federal to Fujifilm “specifying such breach”.

  51. (h) Similar to clause 7.7 of the Rental Agreement, clause 10.4 stated that Federal would be liable for “all costs and expenses incurred by [Fujifilm] (including solicitors and clients costs on a full indemnity basis) as a result of the breach by [Federal] of this Agreement and/or the termination and/or the exercise by [Fujifilm] of its rights and remedies” thereunder. Clause 11 of the Service Agreement also contained an entire agreement clause which was identical in its wording to clause 10 of the Rental Agreement.

  52. [16] On 28 December 2017, Fujifilm installed the Equipment at Federal’s premises. Fujifilm’s representatives also trained Viknesh, the person designated by Federal as the Equipment’s operator, so that he would be able to operate and troubleshoot the Equipment. On 20 February 2018, the Equipment was formally commissioned.

  53. The parties’ cases

  54. Fujifilm’s claim

  55. [17] Fujifilm’s claim is straightforward. It asserts that, in breach of the Rental Agreement, Federal defaulted in the payment of monthly rentals from 1 July 2018 to 1 March 2023, as well as the Final Payment on 1 April 2023. The total outstanding amount claimed to be due and owing under the Rental Agreement as at 19 April 2024, less a partial payment received of S$5,646.19, is S$715,093.01. Fujifilm also asserts that, in breach of the Service Agreement, Federal has defaulted in the payment of Maintenance Charges from 26 March 2023 to 24 October 2023. The total outstanding amount claimed as due and owing under the Service Agreement as at 19 April 2024 is S$10,754.37. Fujifilm also seeks payment of a sum of S$69,996.51 as “late charges” on the payments due under the Rental and Service Agreements. In support of its claims, it relies on the series of invoices issued from July 2018 to October 2023, and a statement of account generated by its accounting system. Finally, Fujifilm also seeks to hold Lim and Ng jointly and severally liable for the same amounts pursuant to the Guarantee.

  56. [18] The Defendants acknowledge the invoices issued under the Rental Agreement and the Service Agreement. However, they say that they are not obliged to pay for the following reasons:

  57. (a) By way of conduct and during “parties’ meeting sometime in mid-2019”, Fujifilm had allegedly agreed that Federal was not required to pay for the Equipment’s rental, and only had to pay for the click charges given the alleged issues with the Equipment (“New Agreement”). As the issues with the Equipment were never resolved and Federal had repeatedly informed Fujifilm of its refusal to pay anything but the click charges, Fujifilm was not entitled to, had waived its right, or is estopped from, claiming that there was a breach of the Rental Agreement.

  58. (b) Fujifilm failed to mitigate any losses and damages suffered, in that Federal was permitted to continue using the Equipment for more than 5 years after the first alleged breach of the Rental Agreement, and almost 7 months after the first alleged breach of the Service Agreement, when termination of those Agreements and repossession of the Equipment were options open to Fujifilm.

  59. [19] Finally, on Lim and Ng’s defence to Fujifilm’s claims on the Guarantee, their position is that “they do not recall any Guarantee made on 29 November 2017”. Nevertheless, when Lim was confronted with the Guarantee during cross-examination, he conceded that he had in fact signed it. In closing submissions, the Defendants only maintained that Ng could not recall signing the Guarantee.

  60. Federal’s counterclaims

  61. [20] Federal has also mounted a litany of counterclaims against Fujifilm, the claimed effect of which is that it is “not obligated” to pay the S$715,093.01 under the Rental Agreement and S$10,754.37 under the Service Agreement owed to Federal. I note for completeness that Federal does not appear to dispute the quantum payable. By reason of these counterclaims, Federal also asserts that it is entitled to a refund of the rental payments already paid to Fujifilm (amounting to S$33,993.90), as well as loss of profits and damages to be assessed.

  62. [21] First, Federal alleges that Fujifilm, through Rowena, made the following representations to Federal:

  63. (a) that the Equipment “could perform large paper printing services” (“1st Representation”);

  64. (b) that the Equipment’s “printing speed and colour quality was much faster and better in comparison” with the C1000i Printer (“2nd Representation”);

  65. (c) that the Equipment’s “margin of error was plus / minus 2mm to 3mm” (“3rd Representation”); and

  66. (d) that “[a]ny and/or all colour correction for the Equipment would only need to be recalibrated after a minimum of 1,500 printed pages” (“4th Representation”)

  67. (collectively, the “Representations”).

  68. [22] Federal alleges that the Representations had the effect of representing to it that, among others, “[t]he Equipment would be able to adequately cater to [Federal]’s business needs”. According to Federal, these Representations were untrue as it discovered the following issues with the Equipment sometime in or around June 2018:

  69. (collectively, the “Issues”).

  70. [23] Despite several requests by Federal and site visits by Fujifilm’s personnel, the Issues were not resolved. Federal’s case is that it was induced by the false Representations to enter into the Rental Agreement and the Service Agreement. I shall refer to this as the “1st Misrepresentation Counterclaim”.

  71. [24] Federal also relies on the same factual basis for its 1st Misrepresentation Counterclaim to claim for a breach of clauses 6 and 6.1 of the Rental Agreement, and clauses 2 and 3.2 of the Service Agreement. On this, Federal asserts that Fujifilm had “failed to repair or replace the Equipment or resolve the [Issues] within a reasonable time for the efficient working of the Equipment”. I shall refer to these as the “Rental Agreement Counterclaim” and the “Service Agreement Counterclaim” respectively.

  72. [25] Federal further alleges that Fujifilm had represented, by way of verbal promises made during “various meetings between 2019 to 2020”, that the latter “would resolve the Issues in a timely manner and requested for more time to do so” (“Further Representations”). Federal says the Further Representations were made fraudulently and it was induced by the Further Representations to continue making payments for the Equipment’s click charges. The Further Representations were untrue as Fujifilm “never intended to resolve the Issues” and Federal was “still unable to utilise the Equipment to perform its main function of [Large-Sized Printing] as promised by” Fujifilm. I shall refer to this as the “2nd Misrepresentation Counterclaim”.

  73. Procedural history

  74. [26] Fujifilm filed OC 343 on 9 May 2024 and served it on the Defendants’ solicitors on 14 May 2024. On 18 February 2025, Fujifilm filed HC/SUM 490/2025 (“SUM 490”), which was an application to strike out, amongst other things, paragraph 87 of Federal’s Defence and Counterclaim dated 13 June 2024 (“D&C”) on the grounds that the facts pleaded therein were protected by without prejudice privilege. Paragraph 87 set out two sentences from an email sent by Mr Julian Wong (“Julian”) – Fujifilm’s “collection manager” – to Lim on 22 September 2022 (“22 Sep 2022 Email”). The context and contents of the 22 Sep 2022 Email is explained at [159]–[160] below. For present purposes, it suffices to say that a learned Assistant Registrar (“AR”) granted Fujifilm’s application and struck out paragraph 87 on the grounds that the contents of that email were covered by without prejudice privilege. On 26 March 2025, Federal filed HC/RA 63/2025 (“RA 63”) appealing against the AR’s decision in SUM 490. On 21 April 2025, I affirmed the AR’s decision to strike out paragraph 87 of the D&C on the grounds that the contents of the 22 Sep 2022 Email was covered by without prejudice privilege.

  75. [27] Curiously, the 22 Sep 2022 Email – as well as a chain of later emails with the 22 Sep 2022 Email as its head – found its way into the parties’ agreed bundle of documents filed by Fujifilm on 29 December 2025. On 7 January 2026, the first day of the trial, counsel for Fujifilm, Mr Chang Yen Ping Ian (“Mr Chang”) informed the Court that those emails had inadvertently been filed as part of the agreed bundle due to his firm’s “oversight”. Mr Chang then intimated that he “may” be making an oral application to expunge those emails from the agreed bundle. On 8 January 2026, however, Mr Chang indicated that he was no longer proceeding with the application.

  76. [28] During the trial, counsel for both Fujifilm and Federal cross-examined the respective witnesses on the contents of the email chain, of which the 22 Sep 2022 Email was a part. Further, in its closing reply submissions, Fujifilm raised no objections to Federal relying on the contents of the 22 Sep 2022 Email to prove the existence of a New Agreement, and had itself made reference to the chain of emails stemming from the 22 Sep 2022 Email in its closing submissions to make the point that steps were taken to mitigate its losses. In these circumstances, I find that Fujifilm has impliedly waived its without prejudice privilege over not just the 22 Sep 2022 Email, but also the whole chain of email correspondence triggered by the 22 Sep 2022 Email: Krishna Kumaran s/o K Ramakrishnan v Kuppusamy s/o Ramakrishnan [2014] 4 SLR 232 at [23].

  77. [29] Apart from Fujifilm’s application to expunge the emails from the parties’ agreed bundles, Federal also made an oral application on the first day of trial to amend its Defence and Counterclaim to include a pleading that the Equipment was of “unsatisfactory quality”. The purpose of this amendment was said to clarify Federal’s position that the Fujifilm was in breach of the requirements of the Rental and Service Agreements, as well as certain conditions implied by s 9 of the SGA. I dismissed this application as I did not find that the circumstances amounted to a “special case” under O 9 r 14(3) of the Rules of Court 2021, and the new argument sought to be introduced was not accompanied by any specific particulars.

  78. Issues to be determined

  79. [30] On Fujifilm’s counterclaims for misrepresentation, the requirements for fraudulent and negligent misrepresentation are well-established and I set them out below to identify the issues which arise for my consideration.

  80. [31] For fraudulent misrepresentation, the following requirements must be satisfied (Chan Pik Sun v Wan Hoe Keet [2024] 1 SLR 893 (“Chan Pik Sun”) at [66]–[67]):

  81. [32] For negligent misrepresentation under the common law, the requirements are (Lim Bee Lan v Lee Juan Loong [2021] SGHC 234 at [70]):

  82. [33] For claims under s 2(1) of the Misrepresentation Act 1967 (2020 Rev Ed) (“MA”), the representee (a) must have entered into a contract after (b) an actionable misrepresentation was made to him. The representee need not establish that the representor owed him a duty of care, and the burden is on the representor to show that “he had reasonable ground to believe and did believe up to the time the contract was made that the facts represented were true.” An actionable misrepresentation under s 2(1) of the MA also requires that the representation induced the other party to enter into the contract: Liberty Sky Investments Ltd v Goh Seng Heng [2020] 3 SLR 335 (“Liberty Sky”) at [33].

  83. [34] Therefore, flowing from the parties’ cases as set out above and the applicable legal principles, the following issues arise for my determination:

  84. Lim and Ng’s liability under the Guarantee

  85. [35] I deal first with Lim and Ng’s defence to Fujifilm’s claims against them on the Guarantee. As I noted at [19] above, Lim conceded that he had signed the Guarantee. Ng, on the other hand, maintained that she “could not recall” whether she had signed the Guarantee.

  86. [36] In my judgment, Ng’s defence is a non-starter. To begin, as Fujifilm is suing on a guarantee which is claimed to have been signed by Ng, the legal burden of proving that Ng had signed the guarantee lies with Fujifilm: see ss 103 and 105 of the Evidence Act 1893 (2020 Rev Ed) (“EA”) and Cooperative Centrale Raiffeisen-Boerenleenbank BA v Motorola Electronics Pte Ltd [2011] 2 SLR 63 at [30]–[31]. Coincident with this legal burden was the evidential burden on Fujifilm to adduce “some (not inherently incredible) evidence” that Ng had signed the Guarantee which, if discharged, would shift the evidential burden to Ng to adduce some evidence in rebuttal. If no evidence in rebuttal is adduced, this Court would be entitled to conclude, from the evidence adduced by Fujifilm, that it has discharged its legal burden of proving that Ng had in fact signed the Guarantee: Britestone Pte Ltd v Smith & Associates Far East, Ltd [2007] 4 SLR(R) 855 (“Britestone”) at [60].

  87. [37] In support of its claim that Ng had signed the Guarantee, Fujifilm produced the Guarantee itself, to which Ng’s signature, NRIC and address were appended. Fujifilm also produced the following, all of which had been signed by Ng: (a) a “Guarantee & Indemnity” dated 4 August 2015 by which Ng undertook to guarantee Federal’s obligations under the C1000i Rental Agreement; (b) an instrument of transfer for her previous residence (“Transfer Instrument”); and (c) her affidavit of evidence-in-chief dated 4 August 2025. Notably, there was a striking similarity in the signature on the Guarantee on the one hand, and the signatures on the Transfer Instrument and her affidavit of evidence-in-chief, which she acknowledged to be her signature, on the other hand. In those circumstances, I am of the view that Fujifilm has proved, at least on a prima facie basis, that Ng had in fact signed the Guarantee on 29 November 2017.

  88. [38] The Defendants submit that Ng had maintained throughout the proceedings that she could not recall signing the Guarantee, and this testimony was not contradicted by any other factual witness. This defence, however, misses the point. Ng’s inability to recall does not address whether she had in fact signed the Guarantee: Super Group Ltd v Mysore Nagaraja Kartik [2019] 4 SLR 692 at [117]. The Defendants have not alleged that the signatures contained in the Guarantee was forged or offered any alternative explanation as to why a mark, which prima facie appeared to be her signature, appeared in the Guarantee. If fraud or forgery is alleged, the burden rests upon the Defendants to prove such fraud or forgery as the party alleging it: Yogambikai Nagarajah v Indian Overseas Bank [1996] 2 SLR(R) 774 at [39].

  89. [39] I turn then to consider what Ng offers as evidence in rebuttal. In her affidavit of evidence-in-chief, Ng asserts that she “do[es] not recall seeing and/or signing any Guarantee & Indemnity for the Rental Agreement and Service Agreement made on 29 November 2017.” In cross-examination, Ng accepted that the signature affixed to the Guarantee “looked like [her] signature”. Her only explanation as to why she could not confirm whether the signature in the Guarantee was hers was that it was “many years ago” and she could not remember. Yet, she was able to confirm that a signature nearly identical to that in the Guarantee, affixed on the instrument of transfer dated 15 October 2019, was her signature. Her evidence boiled down to the assertion that she “[could] not confirm it is [her] signature”. This, in my view, was effectively a bare denial which went nowhere towards casting serious doubt on Fujifilm’s case that Ng had in fact signed the Guarantee.

  90. [40] The state of the evidence is therefore that the Guarantee contained a signature which appeared nearly identical to other signatures confirmed as Ng’s. In this context, the absence of any direct evidence by Fujifilm that Ng signed the Guarantee means little – Ng herself did not even deny that the signature was hers. In my judgment, Fujifilm has discharged its evidential burden by putting before the court the signed Guarantee, and Ng has failed to adduce any credible evidence to rebut the proposition that she had executed the Guarantee. Consequently, I find that Ng (and, for the avoidance of doubt, Lim) did sign the Guarantee.

  91. [41] There was one final difficulty with the Guarantee. Although it was expressed to be executed as a deed, there was no seal affixed on the copy of the Guarantee presented to court. I invited parties to make submissions as to the enforceability of the Guarantee in light of the absence of a seal, which is a requirement for its enforceability as a deed: Lim Zhipeng v Seow Suat Thin [2020] 2 SLR 1151 at [37]–[40]. As both parties agreed that the Guarantee could remain enforceable as an ordinary contract if it was properly executed by both Ng and Lim, I proceed on this basis. Given my finding that both Ng and Lim signed the Guarantee, it was therefore enforceable against both as a contract in lieu of its purported status as a deed. Therefore, to the extent that Federal is liable to pay any sum under the Rental and Service Agreements or that Fujifilm had suffered any damages or liabilities by reason of Federal’s actions, Lim and Ng are jointly and severally liable under the Guarantee (see [15] above).

  92. 1st Misrepresentation Counterclaim

  93. Whether the Representations were made

  94. [42] I turn to Federal’s 1st Misrepresentation Counterclaim. To assess whether the Representations were made, it is important to understand Federal’s precise case. I begin by noting certain developments which occurred prior to and during trial. In the D&C, the Defendants pleaded as follows:

  95. [43] In the Defendants’ opening statement, it was alleged that Rowena had made the Representations in the Proposal itself. I again reproduce the relevant section:

  96. This was also the evidence of Lim and Viknesh in their respective affidavits of evidence-in-chief. During the course of the trial, both Lim and Viknesh sought to change their evidence to suggest that the Representations did not arise out of the Proposal alone. In their closing submissions, the Defendants then submitted that the pleaded case was that “the Representations were made by Ms Rowena in the process of securing the agreement, whether in the proposal document and/or orally”, and that “the Defendants’ case has therefore always included oral representations made during the sales process and was not confined to the written Proposal alone.”

  97. [44] It bears recapitulating the applicable principles in pleading a claim in misrepresentation as set out by the Court of Appeal in JTtrust Asia Pte Ltd v Group Lease Holdings Pte Ltd [2020] 2 SLR 1256 at [116]:

  98. [45] The Defendants’ pleadings have not been faithful to these principles. The D&C did not make clear whether the Representations were said to have been made orally or in writing, and the affidavits of evidence-in-chief of Lim and Viknesh, as well as the language in the Defendants’ Opening Statement, had confined the Representations to those which were made “in” the Proposal. The Defendants’ last-minute attempt during trial to amend their sworn statement did little to remedy the deficiencies in their evidence.

  99. [46] What is perhaps more concerning is that Viknesh’s testimony, when asked how the amendments to their affidavits of evidence-in-chief came about, suggested that he and Lim had corresponded after the trial had commenced. This also dented the credibility of Lim and Viknesh’s evidence that the Representations were made in part orally. The circumstances suggested to me that Federal’s witnesses changed their position only when they came to the realisation that their earlier evidence forced Federal to reckon with the limits of the language used in the Proposal (see [48] and [53] below).

  100. Contents and Context of the Proposal

  101. [48] I deal first with the 1st and 2nd Representations, which I find to have been made by Rowena in the Proposal. Fujifilm, quite rightly, accepted that the 1st Representation (that the Equipment “could perform large paper printing services”) was contained in the Proposal.

  102. [49] The 2nd Representation was that the Equipment’s “printing speed and colour quality was much faster and better in comparison” with the C1000i Printer. While the Proposal does include references to “Increased Volume”, “increased operating rate”, “Longer life consumables and parts”, and “Added Value”, it does not directly mention the subject of this comparison. There are also no direct comparisons drawn between the C1000i Printer and the Equipment in the Proposal. References to the C1000i Printer, however, are made at the fifth and last pages of the Proposal, which stated that: (a) the Equipment was meant to “replace the ageing C1000 at Federal Marketing”; and (b) the deal on offer was the “C1000 upgrade package”.

  103. [50] Nevertheless, the meaning of a particular representation is to be assessed from the perspective of a reasonable person in the position of the representee, based on the objective construction of the impugned statement and the surrounding circumstances: Lam Wing Yee Jane v Realstar Premier Group Pte Ltd [2024] 5 SLR 51 at [42]. The backdrop to this Proposal included the parties’ long-standing relationship. Federal had previously rented a C1000i Printer from Fujifilm, for which it had complained of issues, including as to the colour and Large-Sized Printing (see [9] above). It was in this context that the Proposal was prepared and that Federal had decided to “upgrade” from the C1000i Printer to the Equipment. Thus, against this backdrop, and together with the references at the fifth and last pages of the Proposal, Federal would have reasonably understood the comparisons made in the Proposal to be with reference to the C1000i Printer. I therefore find that the 2nd Representation had in fact been made in the Proposal.

  104. [51] However, I do not think the 3rd and 4th Representations can be made out on the face of the Proposal. Nothing in the Proposal suggested that the Equipment’s “margin of error was plus / minus 2mm to 3mm” or that “[a]ny and/or all colour correction for the Equipment would only need to be recalibrated after a minimum of 1,500 printed pages”. The closest reference to alignment in the Proposal was the Equipment’s capacity for “Automated Adjustments”. I reproduce the relevant section of the Proposal here:

  105. [52] Additionally, the “Specifications” of the Equipment in the Proposal makes no reference to the alignment margin of error being 2 mm to 3 mm, or anything about the need for recalibration of the Equipment’s colour correction. I reproduce the Specifications of the Equipment here:

  106. [53] As can be seen, the Specifications only refer to “Front-to-Back Registration” and “Paper Capacity/Weight”. Mr Wong Tet Cheong (“Peter”), Fujifilm’s Chief Financial Officer (“CFO”), explained that “Front-to-Back Registration” in the Specifications referred to alignment, and the value of “±0.5mm” meant that he “would not expect it to run off more than plus/minus 0.5mm”. It was further explained in the evidence of Mr Goh Chye Lye (“Goh”), Fujifilm’s Customer Service Manager (“CSM”), that this referred to the tolerance in alignment for duplex printing. Clearly, this value was not the Equipment’s general alignment margin of error, nor was it directly related to Large-Sized Printing. The “Paper Capacity/Weight” category also makes no reference to a figure of 1,500 pages, nor to the need for colour recalibration. In fact, Viknesh conceded that the four Representations “[were] not in the proposal” and he could not “put this wording in it”. Lim also conceded that the Representations cannot be found in the Proposal. I therefore find that the 3rd and 4th Representations were not made in writing in the Proposal.

  107. [54] Further, I have difficulties with Federal’s submission that Rowena had made the Representations orally. I would agree that Rowena, as Fujifilm’s sales representative, would likely have spoken about the Equipment in a complimentary manner, and may have even explained certain technical specifications of the printers. It is also not inherently incredible that Rowena, having serviced Federal’s business for some time, would have been aware of Federal’s business needs, including its complaints about the C1000i Printer.

  108. [55] However, what is more difficult to accept is that Rowena would make representations as to the technical specifications of the equipment which were untrue, or representations which did not align with the Proposal prepared by her. Peter’s evidence was that if Fujifilm’s sales staff were asked about the specifications in detail, particularly for technical aspects which they were not equipped to answer, these questions would be directed to Fujifilm’s technical team. Further, Peter took the position that the making of false or misleading representations would be “against company policy”, something which Fujifilm’s salespersons had been trained to avoid. According to Peter, Fujifilm’s standard protocol was for Rowena to present a copy of the Nov 2017 CEI Guide to Federal for its consideration prior to deciding on whether to accept the Proposal. Technical specifications of the Equipment were set out in the Nov 2017 CEI Guide (although not as to the Equipment’s limitations in terms of Large-Sized Printing). The CEI Guides would set out, “[a]s complete as possible”, the specifications of the Equipment so that the customer is aware of “what can be done [and] what cannot be done”. Further, the technical specifications which customers would be interested in depended on the requirements of each individual customer. I accept Peter’s evidence. In my view, the likely and reasonable thing for Rowena to have done, if she had been asked specifically about the variance in alignment for Large-Sized Printing, was to direct the customer to the Nov 2017 CEI Guide which Lim had acknowledged, and/or make enquiries with the technical team at Fujifilm. Given the company policies which Peter had attested to in his evidence, I find it unlikely that Rowena would have gone on a frolic of her own to make specific representations about the Equipment’s capabilities, especially when these matters would have been beyond her expertise as a salesperson.

  109. Other documentary evidence

  110. [56] There is yet another hurdle to Federal’s case that the 3rd Representation was made – its case is inconsistent with its previous correspondence with Fujifilm. In a letter sent by Lim on behalf of Federal to Fujifilm sometime (at the earliest) in October 2019 (“Oct 2019 Letter”), Federal complained of, among other matters, the following:

  111. The implication of this complaint is that Federal did not understand any representation to have been made about the acceptable alignment. If Rowena had in fact represented that the alignment margin of error would be within 2 mm to 3 mm, it is curious why Federal had not referred to this alleged representation in the Oct 2019 Letter, instead stating that it had not been informed at the point of sale.

  112. [57] Additionally, in an email to Julian dated 17 October 2022 (“17 Oct 2022 Email”), which was following a proposal for payment of the outstanding invoices by Fujifilm, Viknesh wrote that:

  113. The conclusion I draw from this email is that Federal had never been informed about any details concerning alignment at the time of signing the Rental and Service Agreements. Additionally, based on the 17 Oct 2022 Email, it would appear that the representation made (if any) was that the margin of error was ±1.5 mm, and not ±2 mm to 3 mm as per the 3rd Representation. This was buttressed by the evidence of Mr Clement Boo Inn Kee (“Boo”), Federal’s Customer Service Engineer, who confirmed that Federal’s demands went beyond a 2 mm margin of error for alignment. On 27 November 2018, Boo explained that he had gone down to Federal’s premises following Viknesh’s complaint that there were issues with the alignments of the output printed by the Equipment. His evidence was that, despite having confirmed by way of tests that the Equipment was functioning within a “specified tolerance of ±2mm”, Federal “remained dissatisfied with the alignment”. If it were truly the case that Rowena had made a representation to Federal that the Equipment’s margin of error was ±2 mm to 3 mm which induced it to enter into the Rental Agreement, it was difficult to explain why Federal was complaining about an alignment error of ±1.5 mm. This, in my view, supports the view that the 3rd Representation had not in fact been made.

  114. [58] Finally, in a letter dated 18 October 2022 addressed to Julian (“18 Oct 2022 Letter”), Federal made the following complaint, in response to the same proposal for payment:

  115. Yet again, what is noticeably absent is any reference to the Representation said to have been made by Rowena. On the face of this 18 Oct 2022 Letter, Federal was only informed of the Equipment’s specifications on the alignment margin of error for Large-Sized Printing after its installation, and not in 2017.

  116. [59] I also note that, in a letter from Federal’s former solicitors to Fujifilm dated 24 March 2020, Federal had taken the position that “the margin of error represented to [it] was plus minus 1mm when printing using the [Equipment]”. This was yet again inconsistent with the position taken by Federal in these proceedings that Rowena had represented the Equipment’s alignment margin of error to be ±2 mm to 3 mm prior to entering into the Rental Agreement.

  117. [60] In the face of these inconsistent positions, the Defendants submitted that even if the “precise numeric formulation” of the Equipment’s alignment margin of error differed, “the objective complaint remained the same throughout: the machine failed to maintain the tight alignment needed and represented for large-paper printing work.” That may be so, but the burden was on Federal to prove that the 3rd Representation had been made by Rowena in the manner pleaded in its D&C. They did not plead this other “objective complaint”. Any consideration of this point would be impermissibly determining an unpleaded claim when the evidence at trial was led on the basis of the 3rd Representation as pleaded, to the prejudice of the Claimant: How Weng Fan at [29(b)]. For the reasons above, I find that the 3rd Representation had not been made by Rowena to Federal in 2017.

  118. Absence of Rowena at trial

  119. [61] The discussion above would have revealed an obvious gap in the evidence. Rowena, the person who had allegedly made the Representations, was no longer under Fujifilm’s employ by June 2022, and did not attend the trial to give evidence. This was despite permission having been granted by consent on 25 August 2025 vide HC/SUM 2336/2025 for Rowena’s affidavit of evidence-in-chief to be dispensed with, and an order to attend court having been issued to Rowena under O 15 r 4 of the Rules of Court 2021 vide HC/SBP 67/2025 (“Subpoena”). Fujifilm set out the steps which it had taken to effect service of the Subpoena and to secure Rowena’s attendance at trial:

  120. (a) Fujifilm’s solicitors spoke with Rowena on 1 December 2022.

  121. (b) On 30 June 2025, Fujifilm’s solicitors contacted Rowena to inform her of the trial dates scheduled in October 2025, but Rowena indicated that she was reluctant to meet with them, was very busy and would be travelling for work during the trial dates.

  122. (c) On 25 July 2025, Fujifilm’s solicitors contacted Rowena, but she indicated that she would be overseas and did not wish to be involved in the proceedings or provide evidence.

  123. (d) Multiple attempts were made to contact Rowena via the Fujifilm solicitors’ office line and a solicitor’s personal line.

  124. (e) Personal service of the Subpoena was attempted on 3 October 2025 at her last known address.

  125. (f) Searches were performed but none yielded any other address other than her last known address.

  126. [62] The Defendants urge me to draw an adverse inference from Rowena’s absence pursuant to s 116, illustration (g) of the EA. They say that Fujifilm failed to take reasonable efforts to secure Rowena’s attendance at trial, as despite her no longer being within Fujifilm’s employ, Fujifilm had her phone number and her email address but failed to communicate with her through these means. Fujifilm, on the other hand, submits that no adverse inference should be drawn against it, but should be drawn against the Defendants instead for their failure to call Rowena, “who is a material witness in their case”.

  127. [63] The law on adverse inferences under s 116 of the EA is summarised in Chong Jorina v Ritz Property Investimentos Imobiliarios Ltda [2026] SGHC 120 at [153]. The starting proposition is that there must be some evidence, even if weak, on the issue in question for an adverse inference to be drawn, and the court must apply its mind to the specific inference said to arise from the absence of the evidence. Further, in ECICS Ltd v Capstone Construction Pte Ltd [2015] SGHC 214 (“ECICS”) at [48], the court cited Cheong Ghim Fah v Murugian s/o Rangasamy [2004] 1 SLR(R) 628 at [42] for the rule that “if the reason for the witness’s absence or silence satisfies the court, then no such adverse inference may be drawn”: see also Sudha Natrajan v The Bank of East Asia Ltd [2017] 1 SLR 141 at [20(d)] and [21]. Much would therefore turn on the explanation for the witness’s absence to be provided by the party to whom the witness’s evidence was material.

  128. [64] In so far as Federal relies on Teo Wai Cheong v Crédit Industriel et Commercial [2013] 3 SLR 573 (“Teo Wai Cheong”) to suggest that Fujifilm did not expend sufficient effort to locate and secure Rowena’s attendance, such reliance does not take Federal far. First, as Fujifilm points out, Teo Wai Cheong was a decision in relation to s 33 of the EA on admitting evidence by a witness given in a previous judicial proceeding. Further, the Court of Appeal, in considering the “cannot be found” requirement pursuant to the language of s 33 of the EA, had concluded that the measures taken, including visiting the witness’s last known workplace in Dubai and sending letters by courier to Dubai, were sufficient: Teo Wai Cheong at [30]. Therefore, this case does not provide any clear threshold which has to be crossed in so far as s 116 of the EA is concerned, nor does it substantively assist Federal beyond setting out that reasonable efforts ought to be made to secure a material witness’s attendance at trial.

  129. [65] The Defendants then fault Fujifilm for not having attempted communication by way of electronic messages, which were readily available channels of communication. While such attempts may have been desirable, this cannot form the basis for the court to draw any adverse inference. Unlike in ECICS at [49] where there was a conscious decision by a party not to call an expert witness, there is no suggestion of any such conscious decision to preclude Rowena’s evidence. I was satisfied that reasonable attempts were made by Fujifilm to secure Rowena’s attendance at trial. In fact, multiple efforts were made, including by seeking and obtaining the Subpoena and attempting personal service of it on Rowena, to secure her attendance. I accept Fujifilm’s evidence that Rowena had indicated that she was overseas and unwilling to cooperate. It must also be kept in mind that, unlike a current employee, Fujifilm would have little to no control over Rowena after leaving its employ. In these circumstances, I do not think the use of electronic messaging would have altered the outcome.

  130. [66] For completeness, there is also room to argue that the Defendants ought to have also sought Rowena’s attendance at trial. Beyond her evidence on whether the Representations were made, she was also the witness to Ng’s signature on the Guarantee and would likely have given material evidence on whether Ng signed the Guarantee. Just as I decline to draw any adverse inference against Fujifilm in respect of whether the Representations were made, I similarly do not draw any against the Defendants in respect of whether the Guarantee was signed by Ng.

  131. Lim and Viknesh’s evidence

  132. [67] The state of the evidence is thus that the only direct evidence of the Representations was from Lim and Viknesh. However, it became clear at trial that Viknesh and Lim had consulted each other prior to the drafting of their respective affidavits of evidence-in-chief, and that was the reason why paragraph 37 and paragraph 16 of Viknesh’s and Lim’s respective affidavits of evidence-in-chief on the Representations were identical. Ostensibly, parties did not heed the court’s caution that each witness’s evidence in their affidavit of evidence-in-chief must be their “independent testimony”, and witnesses should not collaborate or be informed of the specific contents of other witnesses’ evidence: see Goh Bin Seng v Yeo Neng Jian Stephen [2026] SGHC 157 at [109], citing Registrar’s Circular No. 1 of 2025; Ernest Ferdinand De La Sala v Compania De Navegacion Palomar SA [2018] 1 SLR 894 (“Ernest Ferdinand”) at [136]–[140]. Viknesh also testified that, at the relevant meeting where the oral representations were supposedly made, he had been “go[ing] here and there”, and Lim had explained to him things he did not manage to catch. Therefore, Lim was the only witness who had complete and direct evidence of the Representations, and little corroborative weight can be accorded to Viknesh’s evidence in this regard.

  133. [68] Weighing Lim’s evidence against the available documentary evidence, my assessment is that Federal fails to prove on a balance of probabilities that the Representations were made orally. The Defendants’ case on the alleged representations was bereft of particulars. Even after Fujifilm sought further and better particulars from the Defendants, the details provided were vague and circular. I set out below the Defendants’ reply to the request for further and better particulars of the Representations:

  134. [69] This assertion was also not borne out by the evidence given at trial. When Lim was first asked about when the alleged oral representations were made, his answer was “nearly 10 years” ago, ie, around 2016, but that he could not recall precisely. When the Defendants’ pleadings and the reply to the request for further and better particulars of the Representations were put to Lim, his answer was that Rowena spoke to him sometime in November 2017. Lim went on to say that although he was able to remember the details of the Representations, he could not remember other details of the Proposal or what Rowena had spoken to him about. While Lim may not be faulted for struggling to remember precise details of matters which transpired, on his account, almost ten years ago, he seemed to also be unsure of critical aspects of the alleged exchange with Rowena, including whether this exchange took place prior to or after he executed the Rental and Service Agreements. I reproduce the relevant portion of Lim’s cross-examination:

  135. [70] As is evident from the exchange above, Lim’s evidence on these alleged oral representations made by Rowena is vague, unparticularised and inconsistent. Lim could not offer a firm account of whether the Representations were made before or after he signed the Rental and Service Agreements. Further, Boo also gave evidence that Lim had not known about the specifications of the Equipment in relation to Large-Sized Printing, and that Lim had mentioned to him that at the point of conclusion of the Rental and Service Agreements, no specifications were given to Lim.

  136. [71] The final difficulty with Lim’s evidence is in his reaction to the Nov 2017 CEI Guide and another CEI Guide dated March 2018 (“Mar 2018 CEI Guide”). Although it is true that the Nov 2017 CEI Guide did not contain the specifications for Large-Sized Printing, it nevertheless contained the limitations that: (a) the “registration accuracy described above [ie, ±0.5mm] may not work to the maximum depending on the stretch characteristics of paper to use, temperature/humidity environment, error of sheet trim, and area coverage”; (b) “there will be some variation of output quality over time” depending on “frequency of calibration (including calibration to the stocks being used), extended runs of low area coverage (<3% area coverage per colour separation), and xerographic components”; (c) “[i]mage quality is strongly influenced by paper surface structure, texture, and colour”; and (d) “using Fuji Xerox-recommended media maximizes reliability and paper-handling performance.” Lim, having signed in acknowledgement of the Nov 2017 CEI Guide, must have been aware of these limitations. Further, the Mar 2018 CEI Guide contained an additional section on “Banner Printing”, which clarifies the limitations of the Equipment when performing Large-Sized Printing. These include that the “Auto Alignment Adjustment with FWA is not available for long paper of 729.1 mm or more”, that “[t]he accuracy of alignment/front-to-back alignment will be reduced when using long paper with a length over 660.0 mm” and that “[i]mage loss may occur depending on image size, as a large skew may occur at the time of printing on long paper.” The potential issues with alignment when performing Large-Sized Printing were thus made plain by the time the Mar 2018 CEI Guide was provided to Federal. Although this would have happened after the Rental and Service Agreements were executed, and the Mar 2018 CEI Guide was not acknowledged by Lim, one would expect some protest from Federal upon receiving the Mar 2018 CEI Guide if the 3rd and 4th Representations had actually been made. The evidence does not bear out any such complaints being made around March 2018.

  137. [72] Lim’s account is further weakened by the last-minute departure from his testimony in his affidavit of evidence-in-chief, and my observations thereupon have been noted at [43]–[45] above. Thus, when Lim’s account is contrasted against the account presented by the contents of the Proposal and other available documentary evidence, I find that the Defendants’ have failed to establish, on a balance of probabilities, that the 3rd Representation had been made either in writing or orally by Rowena.

  138. [73] I accept that, unlike the 3rd Representation, the correspondence between the parties does not positively imply that the 4th Representation was not made at the time of entering into the Rental and Service Agreements in 2017. However, the Proposal clearly could not have been read to mean anything close to the 4th Representation. I would add that, if the 4th Representation had indeed been made, it is odd that the Oct 2019 Letter never referred to any such representation either in complaining about issues related to “Poor Colour Quality” or that “[t]o print more than 500 copies, the [Equipment] has to be restarted and the colours have to be recalibrated again”. I have also given my general reasons for doubting that Rowena had made the 3rd or 4th Representations orally at [54]–[55] above.

  139. [74] As such, I conclude that while the 1st and 2nd Representations had been made (in the Proposal), the 3rd and 4th Representations had not been made (whether in writing or orally). It follows that Federal’s 1st Misrepresentation Counterclaim fails at the first instance in relation to the 3rd and 4th Representations. Nevertheless, as significant time was expended at trial on the technical aspects of the Equipment and the issue of whether the Representations, assuming they were made, were false, I address this point in relation to all the Representations for completeness.

  140. Whether the Representations were false

  141. The 1st Representation

  142. [75] Fujifilm’s case in relation to the 1st Representation was simple: although it was made in writing and contained in the Proposal, it was true. It bears restating the contents of the 1st Representation as pleaded: that “the Equipment could perform large paper printing services”. Federal asserts that the 1st Representation is false as there were, among others, the Alignment Issues and the Commercial Acceptability Issues.

  143. [76] Logically, the existence of those Issues did not automatically mean that the Equipment could not perform Large-Sized Printing, but only that there were various problems which may be encountered when using the Equipment to do so. Indeed, as Lim conceded at trial, the Equipment was in fact capable of Large-Sized Printing. Federal’s response to this is that the 1st Representation must be considered in its commercial context, including “the site visits” by Fujifilm’s representatives, “the premium rental”, “the upgrade recommendation” and “the specific business needs disclosed” by Federal. When that context is taken into account, Federal submits that the 1st Representation would have been understood to mean that the Equipment “would be able to adequately cater to [Federal’s] business needs”. These “business needs” appeared to be an allusion to Federal’s wish to be able to engage in Large-Sized Printing in-house (as opposed to outsourcing such tasks to third parties).

  144. [77] The proper interpretation of the 1st Representation was therefore a point of controversy between parties. In assessing whether a particular representation is false, the court will have regard to the sense in which the representation would be understood by a reasonable person in the position of the representee, to be objectively assessed to arrive at the proper meaning that was conveyed by a representation: Banque de Commerce et de Placements SA, DIFC Branch v China Aviation Oil (Singapore) Corporation Ltd [2025] 1 SLR 1146 (“China Aviation Oil”) at [65(a)]. Further, terms or statements made in a commercial context should be generally interpreted in a way that aligns with “business common sense”: China Aviation Oil at [85].

The judgment continues past this page. Read the rest at eLitigation.