The court upheld that claims based on agency and contractual relationships must be fully adjudicated at trial rather than dismissed at the preliminary stage, recognizing the complexities involved in establishing agency by estoppel.

Introduction

[1] In this matter, the appellant claimed that there was a contractual relationship between itself and the respondent (established through the agency of a third party) over bunker supplies for a sum costing more than US$21 million. On the respondent's application, an Assistant Registrar (the "AR") struck out the appellant's action under O 18 r 19 of the Rules of Court (Cap 322, R 5, 2006 Rev Ed) (the "ROC") or the inherent jurisdiction of the Court on the ground that the appellant's action was plainly unsustainable and ought not to be allowed to proceed to a full trial. This decision was subsequently affirmed by a High Court Judge (the "judge") in The "Bunga Melati 5" [2011] SGHC 195 (the "GD").

[2] After considering the parties' submissions, we allowed the appeal and restored the appellant's action. The detailed reasons for our decision are now set out.

The Facts

[3] The appellant, Equatorial Marine Fuel Management Services Pte Ltd, is a Singapore company in the business of supplying bunkers. The respondent, MISC Berhad, is a Malaysian shipping company that owns and operates a number of vessels, including the Bunga Melati 5.

The Appellant's Case

[4] According to the appellant, it had, on or about 3 July 2008, entered into two fixed price contracts with the respondent, under which the appellant agreed to supply 35,000 metric tonnes of bunkers to vessels owned or operated by the respondent in August and September 2008 at the price of US$744 and US$750 per metric tonne respectively (the "Fixed Price Contracts"). The appellant also alleged that it had, on or about 18 September 2008, entered into a separate contract with the respondent for the supply of 1,100 metric tonnes of bunkers, on a "spot" basis, to the respondent's vessel The MT Navig8 Faith (the "Navig8 Faith Contract"). Both contracts will be collectively referred to as "the Bunker Contracts".

[5] According to the appellant, a Malaysian company, Market Asia Link Sdn Bhd ("MAL"), a company engaged in bunker trading, had at all material times acted as the broker or buying agent of the respondent in respect of the Bunker Contracts.

[6] In the case of the Fixed Price Contracts, a firm of bunker brokers, Compass Marine Fuels Ltd ("Compass Marine") acted on behalf of the appellant; whereas in the case of the Navig8 Faith Contract, another firm of bunker brokers, OceanConnect UK Ltd ("OceanConnect") acted on behalf of the appellant.

[7] The appellant received bunker confirmations from Compass Marine and OceanConnect plainly identifying the respondent (and not MAL) as "buyers" and the appellant as "sellers". The appellant also received two letters from MAL identifying the respondent as "Buyers c/o MAL". In short, all the correspondence/contracting documents between the appellant and MAL, Compass Marine or OceanConnect consistently referred to the respondent as the "Buyers". (Appellant's case at [8]. See also Appellant's Core Bundle ("ACB") 2A at pp 7-10, 24-26 and ACB 2B at pp 4-64)

The Respondent's Case

[8] The respondent's position, however, was that it only had a contractual relationship with MAL. Pursuant to a six month Bunker Fixed Price Agreement ("BFPA") concluded in March 2008, MAL had agreed to supply 138,000 tonnes of bunkers at a fixed price of US$475 per metric tonne, from 24 March 2008 to 23 September 2008, to vessels owned or operated by the respondent.

[9] According to the respondent, the BFPA was the subject-matter of a tender and MAL was amongst eight companies that received bid documents. Six companies submitted bids