Wonda Kitchareon Co Ltd v Greenlam Asia Pacific Pte Ltd

Tan Lee Meng J:

[2] Wonda is a Thai wholesaler of furniture fittings and furniture parts. Its clients are mainly developers, architects and designers. Greenlam, a Singapore company, manufactures and distributes laminate products.

[3] On 21 April 2009, Wonda purchased 18,820 pieces of “New Mika” laminate and 13,700 pieces of “Liner” laminate from Greenlam. As Greenlam could not supply all the goods in one shipment, it was agreed that Wonda would issue letters of credit after the bills of lading for the goods shipped had been issued.

[4] According to Wonda, the first shipment of goods by Greenlam created numerous problems for it. Among other things, 4,000 pieces of laminate were of the wrong colour, the thickness and dimensions of many sheets of laminate did not conform to the contract specifications, there were no shipping marks on the crates, many of the laminate sheets were damaged, and the shipping documents did not comply with the terms of the letter of credit. As a result, Wonda claimed to have suffered damage.

[5] There were also problems with respect to the second shipment. Wary of Greenlam’s goods after the first shipment, Wonda wanted to inspect the goods before paying for the goods. However, Greenlam insisted on receiving payment before the inspection of the goods. Wonda, which refused to pay without an inspection, subsequently informed Greenlam that it would not be accepting any further shipments of laminate from the latter.

[9] Reference may also be made to s 388 of the Companies Act (Cap 50, 2006 Rev Ed) (“the Act”), which states:

[10] In Creative Elegance (M) Sdn Bhd v Puay Kim Seng [1999] 1 SLR(R) 112 (“Creative Elegance”), the Court of Appeal referred to O 23 r 1(1)(a) of the Rules and s 388 of the Act and pointed out:

[14] In Porzelack KG v Porzelack (UK) [1987] 1 WLR 420 (“Porzelack KG”), Browne-Wilkinson V-C explained (at 422) that:

[15] One of the factors to be taken into account by the court in the exercise of its discretion is whether the plaintiff has a bona fide claim with a reasonable likelihood of the success of the claim. In considering this factor, the court does not conduct a detailed examination of the merits of the case. In Porzelack KG, Browne-Wilkinson V-C explained at 423:

[16] A similar approach was adopted in Omar Ali bin Mohd v Syed Jafaralsadeg bin Abdulkadir Alhadad [1995] 2 SLR(R) 407.

[17] In the present case, there is a likelihood of Wonda’s claim succeeding. After all, Greenlam had acknowledged a number of the shortcomings and defects in its shipments to Wonda and had suggested a number of ways to iron out the problems.

[19] Finally, it cannot be overlooked that Mr Singh pointed out that Greenlam has a counterclaim “arising out of the same subject matter and connected to the grounds of defence”. That the counterclaim is intrinsically connected with the grounds of defence is evident from the affidavit dated 3 August 2010 of Mr Tiwari Uma Kant, Greenlam’s Chief Operating Officer, who stated at para 14: