AVRA COMMODITIES PTE LTD V CHINA COAL SOLUTION (SINGAPORE) PTE LTD

[2019] SGHC 287, High Court, Singapore, Vinodh Coomaraswamy J, 24 December 2019

Contract – Formation – Acceptance – Whether business confirmation emails gave rise to a concluded contract – Intention to create legal relations – Certainty of terms – Previous course of dealings – Sale of Goods Act (Cap 393, 1999 Rev Ed), section 50(3)

On 29 March 2017, the parties had exchanged four emails which the plaintiff claimed gave rise to a concluded contract. The defendant admitted that the exchange of emails had taken place, but asserted that the emails were insufficiently certain and insufficiently complete to give rise to a contract; alternatively that the parties had no intention to create legal relations when they exchanged the emails. The transaction at issue was the plaintiff selling to the defendant a total of 185,000 mt of Indonesian steam coal in three cargoes for delivery fob Tanjung Pemancingan Anchorage in May 2017. The plaintiff had emailed the defendant proposing the sale and there was an exchange of, in all, four emails between the parties with details of a transaction. A draft contract was later emailed from the plaintiff to the defendant “for your review/confirmation”. Marked-up draft contracts were exchanged. The plaintiff executed the contract on 17 April 2017, but the defendant never did.