JUDGMENT

Peh Swee Chin SCJ:

The appeal raises the question of the limits or scope of the statutory presumption under s. 183(a) of our Contracts Act 1950 (hereinafter the Act) which for convenience is set out below:

Section 183. In the absence of any contract to that effect, an agent cannot personally enforce contracts entered into by him on behalf of his principal, nor is he personally bound by them.

Such a contract shall be presumed to exist in the following cases:

(a) where the contract is made by an agent for the sale or purchase of good for a merchant resident abroad; (b) ...................................................................... (c) ......................................................................

Both parties are locally-incorporated companies. The plaintiff has allegedly purchased certain machines from the defendant for the purpose of making plastic bottles. When the machines arrived from abroad, viz. Switzerland, the plaintiff complained that they were not fit for the purpose for which they were bought and were further defective or were not of merchantable quality. The plaintiff sued the defendant.

By its statement of claim as amended, the plaintiff has contended that it bought the machines from the defendant by "a contract evidenced in writing dated 8 July 1977 ..." and to cut the matter short, plaintiff has claimed damages, etc. By its defence, as amended, the defendant, while admitting to having sent the said letter, has contended that there was no contract between the plaintiff and the defendant and "that the existence of a contract, if any, is between the plaintiff and the defen-dant's principal, namely UHAG Kebersee-Handel Ag. Zurich", (hereinafter UHAG).

It has never been disputed that the machines in question were received and paid for by the plaintiff and in the purchase of which, the defendant alleged it merely acted as commission agent for UHAG. Neither has it been disputed that the payment was made directly to UHAG and the defendant "commissioned" or assembled the machines for the plaintiff who negotiated with the defendant about technical details of the machines. The cut and thrust of the defendant's evidence and submission has been about the defendant being merely an agent for UHAG and about the plaintiff having made a sale and purchase contract with UHAG and not with the defendant, amounting to there being no contract as such between the defendant and the plaintiff.

From the grounds of judgment, his Lordship appears to have held that there was "no contract in law" between the plaintiff and the defendant, and at page 18 of the Appeal Record, said:- "This is to my mind not a case when the defendant had entered into a contract with the plaintiff on behalf of their principal but rather of a case when the defendant merely arranged a contract which was entered into between the plaintiff and UHAG. Defendant was therefore an agent and there was no contract between the defendant and the plaintiff".

After analyzing a great deal of documentary and oral evidence, the lower Court came to the finding that defendant was the agent of UHAG. This would merely reinforce the plea in the defence (as amended) that the defendant was an agent for UHAG, but his Lordship dismissed the claim for damages of the plaintiff without considering further all other issues raised before him.

It has further never been disputed that UHAG's name and identity have been known to the plaintiff from the outset and this the defendant has been at pains to stress. That UHAG has been the seller of goods and resident abroad (Switzerland) has never been in doubt . There was also no formal written contract between UHAG and the plaintiff. The findings and facts of this case in our opinion, then fit squarely into the statutory presumption under s. 183(a) of the Act which would apply to the instant case.

Section 183 states the well-known ordinary rule of no personal liability for an agent, but this rule is subject to quite a few