His Internet research alone would have confirmed that. The appellants featured prominently because of the size of their orders. The notation in the checkout-order confirmation further confirmed that the defendants concern was with the delivery time rather than with qualifying its obligation by reference to stock availability as a condition precedent. CISG-online is a research platform dedicated to the law and practice of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on 11 April 1980 (CISG), as well as related areas of international commercial law. Desmond: 13/01/20 01:40 if any friend got extra printer u want? The second plaintiff made an enquiry as to the terms and conditions governing purchases through the HP website while the fifth plaintiff was perusing the conditions of the Digilandmall website. 1 In the early hours of the morning of 13January 2003, six friends, the plaintiffs in this case, placed orders over the Internet for 1,606 sophisticated Hewlett Packard commercial laser printers (the laser printer(s)). In a Straits Times report dated 15January 2003 captioned $66 printer error angry customers seek lawyers help, it was reported that the second plaintiff, described as a network marketer had on 13January at about 2.00am stumbled upon a offer he could not believe $66 for a Hewlett Packard laserjet printer that normally sells for $3,854 before GST. The other school of thought views the approach outlined earlier with considerable scepticism. This is much closer to the truth than the picture he has tried to paint in these proceedings. 47 Not content with making his own purchases, he woke up his brother and transacted 330 units on his behalf. We are only concerned with the question whether relief might be given for common mistake in circumstances wider than those stipulated in Bell v Lever Bros Ltd [1932] AC 161. It can however be observed that in mass mistake cases, even when there is no direct evidence as in these proceedings, the court could be prepared to pragmatically assume actual or deemed knowledge of the manifest mistake. 85 Having stated the general rule, it is imperative that the rationale underlying this approach be understood. 89 In the circumstances, I had little hesitation in allowing the amendments sought by the defendant. Indeed, the time may have come for the common law to shed the pretence of searching for consideration to uphold commercial contracts. After further sms exchanges, the second plaintiff contacted the fifth plaintiff on his mobile phone, urging him to return home to access the e-mail message he had just sent. While this is the general principle for shop displays, it is open to a merchant to offer by way of an advertisement the mechanics of a unilateral or bilateral contract. In the eyes of Singapore law, purported contracts entered into in similar circumstances are void ab initio. I agree that this exception should be kept within a very narrow compass. Desmond: 13/01/20 01:24 just ordered 3 colour lazer printer for S$66.00 each. Suggested Citation: Seng, Daniel Kiat Boon, Quoine Pte Ltd v B2C2 Ltd: A Commentary (June 2020). 18 He said he later conducted some searches using the Google search engine and ascertained that the laser printer could be sold at about US$1,300 in certain markets. Document Citado por Relacionados. He subsequently sent the web link to the Epinions website to the first and second plaintiffs. 681) when the court had to decide the moment of contr act formation by post. Free resources to assist you with your legal studies! He appeared distinctly uncomfortable during several phases of his cross-examination and his answers on crucial points were evasive and often vague.. His evidence in relation to the level and nature of communications he had with the second and third plaintiffs on the morning in question lacked candour. Here are some examples of case citations for other jurisdictions. It is axiomatic that normal contractual principles apply but the contractual permutations will obviously be sometimes more complex and spread over a greater magnitude of transactions. This gives their courts a broad and elastic jurisdiction to deal with commercially inappropriate behaviour. 12 The plaintiffs both collectively and individually maintained adamantly that while they thought that the price of $66 appeared to be a good deal they did not think that the website prices had been mistakenly placed or inserted. Though both of them admit to having had discussions about the website terms and conditions governing the purchases, they deny that there was any discussion between them on even the possibility of an error having taken place. I am not prepared, after full consideration, to assume that the reporters misquoted the facts. His revelation that he did not know if this is an error or whether HP will honour this purchase, not to mention the articulation of his hope that by the time you see this email, the price is still at S$66.00 coz they might change it anytime, are all compelling in reflecting his state of mind and awareness that an error had occurred. It is important not to force into a Procrustean bed principles that have to be modified or discarded when considering novel aspects of the Internet. Often the essence of good business is the use of superior knowledge. This assertion is patently untrue. The quintessential approach of the law is to preserve rather than to undermine contracts. Scorpio: 13/01/20 01:33 as many as I can! By their own admission, they made Internet searches through various search engines to ascertain the profits they could make. When the defendants discovered this mistake on their website, they sent an email to the complainants to say they would not be fulfilling this order. Upon completing this sequence, each of the orders placed by the plaintiffs was confirmed by automated responses from the respective websites stating Successful Purchase Confirmation from HP online. 13 The first plaintiff, Chwee Kin Keong, is 29 years old. The purpose of the amendments was merely to regularise the pleadings and indeed they went no further than to summarise evidence and submissions that had already been raised. The third plaintiff informed him that laser printers were being sold at $66 each and that these laser printers could be sold at a much higher price about a thousand plus. This was borne out by the case of Chwee Kin Keong and Others v. Digilandmall.com Pte Ltd [2004] SGHC 71 where an autogenerated email with "Successful Purchase Confirmation" in its subject . (c) the need to reach commercially sensible solutions while respecting traditional principles applicable to instances of genuine error or mistake. The question is what is capable of displacing that apparent agreement. The brief will discuss whether a tort of invasion of privacy should be developed by the courts. - This is also the position as regards friends: see Coward v. MIB (1963). He graduated with an accounting degree from NTU. 77 Soon after the defendant informed the plaintiffs that they did not intend to deliver the laser printers, the plaintiffs took their claims to the press. The credit card payments had not been processed. Mistakes are usually synonymous with the existence of carelessness on the part of the mistaken party. 10 News of the rather extraordinary laser printer pricing began to spread like wildfire within the local Internet community. He was amicus curiae to the Court of Appeal of Singapore in the case of Chwee Kin Keong & Ors v Digilandmall.com Pte Ltd, the leading Singapore case on unilateral mistake in the digital environment. Having ascertained the true market price, it would have appeared crystal clear, given the huge disparity in the pricing, that a manifest mistake had occurred. The argument is that, despite appearances, there is no real correspondence of offer and acceptance and that therefore the transaction must necessarily be void. CHWEE KIN KEONG and Others v DIGILANDMALL.COM Pte Ltd (2004) 2 SLR 594. - See also Balfour v. Balfour (1919). Just as the Law Reform (Frustrated Contracts) Act 1943 was needed to temper the effect of the common law doctrine of frustration, so there is scope for legislation to give greater flexibility to our law of mistake than the common law allows. Similar works. It had consciously not inserted any limits to the number of products a buyer could purchase again, quite clearly, to solicit more business. I find it inconceivable, to say the least, that the fifth plaintiff would have placed an order for 100 laser printers without the conviction that it was in fact a current market model with a real and substantial resale value. It was held that the contract between the parties was void. He confirmed through these searches that the usual price of the laser printers was in the region of US$2,000. . She opined that situations where unilateral mistake had been considered were those involving fraud or a very high degree of misconduct. Added to his own purchases of 760 units, he was effectively responsible for the purchase of 1,090 laser printers. To that extent, his evidence that he subsequently dismissed the notion altogether is unacceptable. But it is difficult to see how that can apply here. 13 The first plaintiff, Chwee Kin Keong, is 29 years old. If stock of a product has been exhausted, a prospective purchaser cannot sue for specific performance or damages as he has merely made an offer that has not been accepted by the merchant. There cannot be any legitimate expectation of enforcement on the part of the non-mistaken party seeking to take advantage of appearances. This cannot be right. Offer and acceptances have to reach an intended recipient to be efective. The present article analyses the many important issues that are raised by what is probably the first case on Internet mistake - the Singapore High Court decision of Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR 594. 130 It can be persuasively argued that given (a)the historical pedigree of the cases, (b)the dictates of certainty and predictability in the business community and (c)the general acceptance of the existence of distinct common law rules, it is preferable not to conflate these concepts. When giving evidence, he struck me as cautious, taking great pains to convey the impression that his numerous online enquiries that morning were routinely carried out without any real inkling that an error had occurred. Being fully conscious of the pivotal nature of this point, I have duly accorded particular attention to the evidence and credibility of each of the plaintiffs. A contract will not be concluded unless the parties are agreed as to its material terms. This may have created formatting or alignment issues. As part of its business, it operates a website owned by Hewlett Packard (HP) at http://www.buyhp.com.sg (the HP website) where only HP products are sold. It is asserted that since mistake had not been pleaded as an equitable defence, equity cannot be invoked by the defendant. A steady stream of decisions from common law courts indicate a measured but nevertheless distinctly incremental willingness to extend the scope of the exception to not just actual knowledge, but deemed or constructive knowledge as well. If the defendant were right, they maintain, uncertainty would prevail in the commercial world and more particularly in Internet transactions. [The Myth of Mistake in the English Law of Contract (1954) 70LQR 385 at 396]. The fourth plaintiffs single transaction with the Digilandmall website was confirmed by a similar automated response stating Successful Purchase Confirmation from Digilandmall. Clout issue 43. In the context of the present proceedings, the extra-judicial observations of Lord Steyn in Contract Law: Fulfilling the Reasonable Expectations of Honest Men (1997) 113LQR 433 at 433 are particularly apposite: A thread runs through our contract law that effect must be given to reasonable expectations of honest men. This view seems to suggest that principles of equity invariably provide an equally strong but more elastic second string to the bow. 96 In an Internet sale, a prospective purchaser is not able to view the physical stock available. In doing so, they appear to have also conflated equitable and common law concepts. He somewhat muddied the authority of his observations by apparently accepting in Gallie v Lee [1969] 2 Ch 17 at 33 (affirmed on appeal in Saunders v Anglia Building Society [1971] AC 1004) that in Cundy v Lindsay there was no contract at all. 33 See the Singapore Court of Appeal decision of Chwee Kin Keong v Digilandmall.com Pte Ltd[2005] 1 SLR 502 (noted by Yeo, TM ' Great Peace: a distant disturbance ' (2005) 121 Law Quarterly Review 393 Google Scholar; KFK Low 'Unilateral mistake at common law and in equity' [2005] Lloyd's Maritime and Commercial Law Quarterly 423; and PW . They are tainted and unenforceable. 116 The term snapping up was aptly coined by JamesLJ in Tamplin v James (1880) 15ChD 215 at 221. 327. This is approved in a Singaporean case, Chwee Kin Keong v Digilandmall.com Pte Ltd . Nor is it disputed that Samuel Teo, or any of the other employees of the defendant, was unaware at all material times of the dramatic chain of events so unwittingly initiated by the former. The plaintiffs also assert in their submissions that if contracts are only upheld if parties acted honourably there would be very few contracts left standing in the commercial world. Is this a case of poetic justice? The Canadian and Australian cases have moved along with the eddies of unconscionability. There were no such discussions with potential buyers. There is one important exception to this principle. David Baxter Edward Thomas and Peter Sandford Gander v BPE Solicitors (a firm) [2010] EWHC 306 (Ch) Dunlop v Higgins (1848) 1 HLC 381. 108 Chitty on Contracts (28th Ed, 1999) vol1 observes at para5-035: It is not clear whether for the mistake to be operative it must actually be known to the other party, or whether it is enough that it ought to have been apparent to any reasonable man. He worked in an accounting firm, Ernst and Young, for three years. In addition, Tan Cheng Peng, the girlfriend and business associate of the third plaintiff, filed an affidavit detailing her communications with him. Because it was simply a matter of time before the error would inevitably be noticed and the pricing inevitably corrected. Chwee Kin Keong v Digilandmall.com (2005) - Singaporean case 3d printers sold for $66 instead of $3,800. Computer glitches can cause transmission failures, garbled information or even change the nature of the information transmitted. When the defendant learnt of the error, it promptly removed the advertisement from its websites, and informed the plaintiffs as well as 778 others who had placed orders for a total of 4,086 laser printers that the price posting was an unfortunate error, and that it would therefore not be meeting the orders. It is set in the context of internet contracting. [emphasis added]. The payment mode opted for was cash on delivery. The prospective buyer has to make an offer to purchase which is then accepted by the merchant. 9 The defendants assertion that Samuel Teo had neither the authority nor the intention to make any alterations to the laser printers price is now accepted by the plaintiffs. While commercial entities ought not to be given a licence to relax their vigilance, the policy considerations in refusing to enforce mistaken agreements militate against attaching undue weight to the carelessness involved in spawning the mistake. On the issue of his actual knowledge and communications with the other plaintiffs at the material time, I found his evidence unsatisfactory. Thus the task of ascertaining whether the parties have reached agreement as to the terms of a contract can involve quite a complex amalgam of the objective and the subjective and involve the application of a principle that bears close comparison with the doctrine of estoppel. Having pointed out 6 that a court 'will generally be cautious if not reluctant to effect any amendments once the hearing has commenced; even more so once the evidential phase of the . Someone referred me to the HP website which shows the price of this HP Colour LaserJet 4600 Series as S$66.00. hahaha means S$132, Desmond 13/01/20 01:43 even $500 is a steal. The programme trigger on that website automatically and instantaneously initiated the insertion of similar contents onto all three websites. Even if it were to be held that there is now a general test of unconscionability applicable to all types of mistake, the plaintiffs contentions will not take them far. For example, in the Singapore High Court decision of Chwee Kin Keong v Digilandmall.com Pte Ltd [2004] 2 SLR 594 ("Digilandmall"), affirmed on appeal in Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR 502 without considering this particular issue, V K Rajah JC (as he then was) observed, as follows (at [139]): 27-30 January; 2-6, 9 February; 13 March; 12 April 2004 . The defendant was entitled to stake its entire defence on the basis of common law, though it would have been prudent ex abundanti cautela to have asserted the equitable position in the alternative. Ltd} has the makings of a student's classic for several rea sons: it presents a textbook example of offer and acceptance; it is set in the context Their Any opinions, findings, conclusions, or recommendations expressed in this material are those of the authors and do not reflect the views of LawTeacher.net. Lord Phillips of Worth MatraversMR observed in a withering analysis at [156], [157], [160] and [161]: Thus the premise of the equitys intrusion into the effects of the common law is that the common law rule in question is seen in the particular case to work injustice, and for some reason the common law cannot cure itself. When considering the appropriate rule to apply, it stands to reason that as between sender and receiver, the party who selects the means of communication should bear the consequences of any unexpected events. Where either mutual or unilateral mistake is pleaded, the very existence of agreement is denied. Having said that, this exception must always be prudently invoked and judiciously applied; the exiguous scope of this exception is necessary to give the commercial community confidence that commercial transactions will almost invariably be honoured when all the objective contractual indicia are satisfied. CISG-online is a research platform dedicated to the law and practice of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on 11 April 1980 (CISG), as well as related areas of international commercial law. In accordance with s15(1) of the ETA, acceptance would be effective the moment the offer enters that node of the network outside the control of the originator. 16 When the first plaintiff eventually succeeded in accessing the HP website, he immediately placed an order for 100 laser printers at about 2.05am, charging the transaction to his credit card. After placing his second order, he admitted making further searches on the Internet to fortify my view that the price of the $66 per printer was not a mistake He was also the only plaintiff who placed an order on the Digilandmall website. The Vienna Sales Convention (the Convention) applies in Singapore as a consequence of the Sale of Goods (United Nations Convention) Act (Cap283A, 1996Rev Ed). They were clearly anxious to place their orders before the defendant took steps to correct the error. Rajah J.C. in the Singapore High Court in Chwee Kin Keong v. Digilandmall.com Pte. The defendant, Digilandmall.com Pte Ltd, were an online IT company that sold related software and hardware from Singapore. High Court Suit No 202 of 2003. The second issue was raised by me and touched upon contentions made by both parties in their written submissions. The sender will usually receive a prompt response. The shopping cart website page carried the insertion call to enquire under the heading Availability of product. He admitted in cross-examination to being the lawyer for this group of people when they had questions like these in the present proceedings. 75 Each of the automated confirmatory e-mail responses carried under Availability of product the notation call to enquire. He sought to amend his affidavit and testified that if the references in his affidavit implied the acknowledgement of a mistake, they were formulated not by him but by his previous solicitors and were incorrect. Alarm bells would have sounded immediately. 36 The second plaintiff was the key person and pivotal in the entire chain of events. He would make some basic enquiries to ascertain whether there is anything faulty with the product in an attempt to seek an explanation for or understanding of the basis for the price discrepancy; he might alternatively try and ascertain whether perhaps the price differential is part of some spectacular promotional exercise. 42 Mark Yeow Kinn Keong has a Bachelor of Science (Economics) degree from the University of London. June Proctor, 1997, p. 13. The following excerpts are particularly relevant: Desmond: 13/01/20 01:17 go hp online now. Chwee Kin Keong v Digilandmall.com Pte Ltd,( [2005]SGCA 2 ) . Desmond: 13/01/20 01:33 how many u intend to get? 101 RSS Intellectual Property Office of Singapore Expand/Collapse. It is simply inconceivable that when he entered into the purchase transaction, he did not know, or at the very least did not have a real and abiding belief that the price posting was an error. There are two types of orders relevant: market orders and limit orders. 70 The third plaintiff proceeded to place orders on behalf of the sixth plaintiff on the HP website. At 4.15am, he sent an email to the first plaintiff, copied to the second plaintiff, with a happy emoticon following check out the prices here (see [19] supra). This constituted more than a quarter of the total number of laser printers ordered. The plaintiffs were not being candid when they portrayed very limited exchanges between themselves, dealing allegedly with only the profits to be made and their ability to resell the laser printers. In some unusual circumstances where a unilateral mistake exists, the law can find a contract on terms intended by the mistaken party. The first plaintiff introduced him to the other plaintiffs. This rationalised the law and gives the court a broad discretion to fashion the applicable relief. In Chwee Kin Keong v. Digilandmall.com Pte Ltd , 1 one of the defendant's employees mistakenly uploaded the contents of a training template onto the defendant's website, resulting in the retail price of S$3,854 for a commercial laser printer on the website being replaced with the figure S$66. The recipients of this e-mail included the second, fourth, fifth plaintiffs and Tan Cheng Peng, the third plaintiffs girlfriend. But there would have, at least, to be some real reason to suppose the existence of a mistake before it could be incumbent on one party to question whether another party meant what he or she said. There was no satisfactory reason for the genesis of this e-mail (see [67] infra). 133 It is however clear that the law should not take cognisance of bad bargains and misapprehension that do not affect a fundamental or essential aspect of a contractual relationship. We can understand why the decision in Bell v Lever Bros Ltd did not find favour with Lord DenningMR. An equitable jurisdiction to grant rescission on terms where a common fundamental mistake has induced a contract gives greater flexibility than a doctrine of common law which holds the contract void in such circumstances. After the second plaintiff read out some of the terms and conditions he had found, the fifth plaintiff told him that the contract was binding upon a successful purchase order being received. They then argue that as equitable defences have not been pleaded, the court has no alternative but to allow the claim. There must be consensus ad idem. A viewer from any part of the world may want to enter into a contract to purchase a product as advertised. Date of Verdicts: 12 April 2004, 13 January 2005. Digilandmall.com Pte Ltd. The CISG has currently been adopted by 95 Contracting States world-wide. It may be impractical and unjust to demand that the mistaken party actually prove the knowledge of a substantial number of people who effect numerous purchases. When pressed why he asked MsToh to do this research, the fifth plaintiffs response was unsatisfactory. The essence of snapping up lies in taking advantage of a known or perceived error in circumstances which ineluctably suggest knowledge of the error. When, however, the cases provoked by these factual situations are analysed, they will be seen to fall, not into three, but only two distinct legal categories. 94 Historically, the common law has recognised an anomaly in the contractual features pertaining to a display of goods for sale. 152 This view has also found support in the Singapore context. 21 The first plaintiff must have realised at the outset that he would have to explain with a certain measure of credibility the purport and significance of all his Internet communications between 1.00am and 3.00am on 13January 2003. A party may not snap at an obviously mistaken offer: McMaster. He placed another order for a further 150 printers at 3.14am, followed by two further orders for 300 printers each at about 3.56am and 3.59am. Who bears the risk of such mistakes? 38 The second plaintiff came across as intelligent and resourceful. The defendant also sells HP products on its own website at http://www.digiland.com (the Digilandmall website). *You can also browse our support articles here >. 51 The fourth plaintiff received a phone call from the second plaintiff at about 2.00am, informing him that there was money to be made through the purchase of laser printers. Copyright 2003 - 2023 - LawTeacher is a trading name of Business Bliss Consultants FZE, a company registered in United Arab Emirates. This e-mail was sent only after the first plaintiff had made his own Internet searches on the pricing of the laser printer. He offered no plausible explanation for the series of orders which he placed while he was in communication with the other plaintiffs, other than stating audaciously that he had to buy a lot to sell a lot, to get a lot. His credibility on the material points was dubious, at best.