Ownership of goods can transfer without physical delivery if the intention of the parties is clear, supported by documentation, and an agent cannot impose a lien or charge for storage absent contractual provisions or established customs.

Introduction

[1] In a typical ship agency agreement, the agent handles various aspects of container and transhipment with responsibilities including documentation, customs clearance, logistics and managing relationships with the carriers and port authorities. In the process, the agent would come into possession containers belonging to its principal.

[2] In the present case, the Defendant had an agency agreement with one PT Kaiso Global Maritim, an Indonesian company and pursuant to its performance of the services thereunder, the Defendant had in its possession some 690 containers belonging to PT Kaiso Global Maritim which the Defendant had arranged for storage with a third party.

[3] The Plaintiff claims that it has acquired legal ownership of some 292 containers of PT Kaiso Global Maritim currently in the possession of the Defendant pursuant to a settlement reached between the Plaintiff and PT Kaiso Global Maritim. Based on the aforesaid, the Plaintiff sought for the delivery up of the said 292 containers from the Defendant.

[4] The Defendant refused to accede to the Plaintiff's claims, asserting instead that the Plaintiff has not acquired legal ownership of the 292 containers and that in any event the Defendant has a general lien over the containers for outstanding fees and disbursements owed by PT Kaiso Global Maritim under the agency agreement.

[5] At the time the Plaintiff made its claims to the Defendant, PT Kaiso Global Maritim had been wound up and its assets are currently administered by the Curator appointed by the Indonesian Court. The Curator has disclaimed any legal and beneficial ownership over the 292 containers in the Defendant's possession.

[6] In this action, this Court has to determine if the Plaintiff has indeed acquired the legal title to the 292 containers as claimed and whether the Defendant has any general lien over the containers for the outstanding agency fees and disbursements owed by PT Kaiso Global Maritim. Further, the Court has to examine the merits of the Defendant's Counterclaim against the Plaintiff for the payment of the outstanding agency fees and disbursements owed by PT Kaiso Global Maritim under the agency agreement and the storage charges that the Defendant incurred in respect of the containers.

Background Facts

[7] PT Kaiso Global Maritim ("PT Kaiso"), an Indonesian company, operated a ship liner business providing shipping of cargo in containers along fixed routes. PT Kaiso owned numerous containers for the use of its business.

[8] The Plaintiff and Defendant had separate and independent business relationships with PT Kaiso. The Plaintiff was PT Kaiso's customer and was also a lender of monies to PT Kaiso. The Defendant, on the other hand, had an agency agreement with PT Kaiso to provide shipping services in Malaysia, including handling inward and outward containers and transshipments in consideration of payment of agreed agency fees and disbursements ("the Agency Agreement").

[9] Sometime between December 2021 to April 2022, PT Kaiso borrowed monies from the Plaintiff in the total sum of RP (Indonesian Rupiah) 65 billion (approximately USD(United States Dollars) $4 million) (the "Loan Sum"). The Plaintiff lent the monies as PT Kaiso provided the Plaintiff was given preferential treatment on its freight forwarding services especially for the carriage of the Plaintiff's goods to the Middle East.

[10] However, whilst PT Kaiso had serviced some interest repayment, it did not pay the Loa