Chwee Kin Keong and others v. Digilandmall.com Pte Ltd. [2004] SGHC 71
| Páginas | 93 |
High Court - Suit n 202 of 2003
V K Rajah JC
27-30 January; 2-6, 9 February; 13 March; 12 April 2004
Facts
The plaintiffs were six friends, all graduates and familiar with the usage of the Internet and its practices. During the early hours of 13 January 2003, the plaintiffs placed orders on the defendant's web site for 1,606 Hewlett Packard commercial laser printers ("the laser printer(s)") priced at $66.00 each. Before doing so, the plaintiffs had performed web searches over the Internet to ascertain the real market price of the laser printers.
The plaintiffs' orders were processed by the defendant's automated order system and confirmation notes were automatically despatched to the plaintiffs within minutes. Each of the automated confirmatory e-mail responses carried under "Availability" of the product the notation "call to enquire". The web page entitled "checkout - order confirmation" carried the following statement: "The earliest date on which we can deliver all the products to you is based on the longest estimated time of stock availability plus the delivery lead time."
The defendant had mistakenly posted the price at $66.00 on its web site. On 8 January 2003, an employee of the defendant's related company inadvertently uploaded the contents of a training template onto the defendant's commercial web site. As a result, the proper description of the laser printer, "HPC 9660A Color LaserJet 4600", was replaced by the numerals "55", while the numerals "66" replaced the correct price of the laser printer priced at $3,854.00 and the numerals "77" replaced the original corporate price of the laser printer priced at $3,448.00.
When the defendant learnt of the error, it promptly removed the advertisement on its web site. It also informed the plaintiffs and 778 others who had placed orders for a total of 4,086 printers, that the price posting was an unfortunate error and that it would not be meeting the orders. None of the other purchasers insisted that the defendant was bound by the contracts.
Upon conclusion of submissions, the court granted leave to both parties to file applications to amend the particulars of their pleadings. After filing their amendments, the plaintiffs opposed the defendant's amendments principally on the ground that it was made at a late juncture.
Held, dismissing the plaintiffs' claims:
(1) There was a chasm between a clarification amendment and a new or distinct issue being raised at a later stage. In principle, there was no difference between amending particulars and amending say, a cause of action, defence or other part of substance in a pleading. The essential point remained: would prejudice be caused and/or were any policy considerations called into play? The essence was not so much in the nature of the amendment but rather in the consequences flowing from any amendment to the pleadings. On the facts, the court had little hesitation in allowing the defendant's amendments because there was no element of surprise or prejudice to the plaintiffs: at [86], [87] and [89].
(2) It was not really in issue that contracts could be effectively concluded over the Internet and that programmed computers sending out automated responses could bind the sender. Adopting an objective standard, executory contracts had been entered into and concluded between the parties: at [134].
(3) The caption and text of the automated e-mail responses from the defendant had all the characteristics of an unequivocal acceptance. On an objective construction, the presumed intention must be that the words "call to enquire" related to the timing of delivery rather than being subject to physical availability of the laser printer or stock: at [136], [137] and [138].
(4) The defendant's contention that there was no consideration was wholly untenable. The modern approach in contract law required very little to find the existence of consideration. The marrow of contractual relationships should be the parties' intention to create a legal relationship. In any event, there was ample consideration; mutual promises more than amply constituted consideration: at [139].
(5) There was a unilateral mistake that vitiated all the "contracts". The plaintiffs had, at all material times, knowledge of or, at the very least, a real belief that an error had been made by the defendant in the price posting. The stark gaping difference between the price posting and the market price of the laser printer would have made it obvious to any objective person that something was seriously amiss. If the price of a product was so absurdly low in relation to its known market value, it stood to reason that a reasonable man would harbour a real suspicion that the price might not be correct or that there might be some troubling underlying basis for such a pricing. If there appeared to be no reasonable explanation for an absurd price discrepancy, it was axiomatic that any hasty conduct, such as the plaintiffs', in "snapping up" products, should be punctiliously scrutinised and dissected. What amounted to "snapping up" was a question of degree that would incorporate a spectrum of contextual factors ie what was objectively and subjectively known, the magnitude of the transaction(s), the circumstances in which the orders were placed and whether any unusual factors were apparent: at [140], [143] and [145].
(6) Where the purchaser had readily accessible means from the very same computer screen, to ascertain through a simple search whether a mistake had taken place, the onus could be upon him to exonerate himself of imputed knowledge of the mistake. Alternatively, knowledge might be readily inferred from what would be regarded as commonly known or notorious facts in the context of the transaction: at [146].
(7) A contract entered into by a party with actual or presumed knowledge of an error was void from the outset. The rationale was that a court would not sanction a contract where there was no consensus ad idem and it would not allow a non-mistaken party to take advantage of an error which he was or ought to have been conscious of. The defendant was entitled to stake its entire defence on the basis of common law. Even if there was a general test of unconscionability applicable to all types of mistake, and the purported contracts were merely voidable and not void, the plaintiffs would not have succeeded because the contracts were tainted and unenforceable: at [149] and [150]. [Observation: There was much to be said in favour of rationalising the law of mistake under a single doctrine incorporating the best elements of common law and equity. Inflexible and mechanical rules would lead to injustice. However, the court was inclined towards the views expressed in the Great Peace Shipping case for the reasons articulated by Lord Phillips MR. This was an area that needed to be rationalised in a coherent and structured manner. Established common law principles, in the arena of mistake, ought not to be trifled with unless they are so obviously anachronistic and ill-suited to commercial and legal pragmatism. This was a matter perhaps best left to law reform rather than to incremental judge-made law which may sow the seeds of confusion and harvest the returns of uncertainty: at [130].]
Case(s) referred to
25659 BC Ltd v 456795 BC Ltd (1999) 171 DLR (4th) 470 (refd)
Aircharter World Pte Ltd v Kontena Nasional Bhd [1999] 3 SLR 1 (folld)
Associated Japanese Bank (International) Ltd v Credit du Nord SA [1989] 1 WLR 255 (refd)
Baden v Societe Generale pour Favoriser le Developpement du Commerce et de l'Industrie en France SA [1993] 1 WLR 509 (refd)
Bell v Lever Brothers, Limited [1932] AC 161 (refd)
Commission for the New Towns v Cooper (Great Britain) Ltd [1995] Ch 259 (refd)
Cundy v Lindsay (1878) 3 App Cas 459 (refd).
Esso Petroleum Ltd v Commissioners of Customs & Excise [1976] 1 All ER 117 (folld)
Gallie v Lee [1969] 2 Ch 17 (refd)
Grainger & Son v Gough [1896] AC 325 (folld)
Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679 (refd)
Hartog v Colin & Shields [1939] 3 All ER 566 (folld)
Ho Seng Lee Construction Pte Ltd v Nian Chuan Construction Pte Ltd [2001] 4 SLR 407 (folld)
Ketteman v Hansel Properties Ltd [1987] AC 189 (folld)
Lewis v Averay [1972] 1 QB 198 (refd)
Magee v Pennine Insurance Co Ltd [1969] 2 QB 507 (refd)
McMaster University v Wilchar Construction Ltd (1971) 22 DLR (3d) 9 (refd)
McRae v Commonwealth Disposals Commission (1951) 84 CLR 377 (refd)
OT Africa Line Ltd v Vickers Plc [1996] 1 Lloyd's Rep 700 (folld)
Projection Pte Ltd v The Tai Ping Insurance Co Ltd [2001] 2 SLR 399 (folld)
Saunders v Anglia Building Society [1971] AC 1004 (refd)
Shogun Finance Ltd v Hudson [2003] 3 WLR 1371 (folld)
Solle v Butcher [1950] 1 KB 671 (refd)
Tamplin v James (1880) 15 Ch D 215 at 221 (refd)
Taylor v Johnson (1983) 151 CLR 422 (refd)
Tribune Investment Trust Inc v Soosan Trading Co Ltd [2000] 3 SLR 405 (folld)
Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] 1 All ER 512 (folld)
Legislation referred to
Electronics Transaction Act (Cap 88, 1999 Rev Ed) ss 11, 13, 15
Sale of Goods (United Nations Convention) Act (Cap 283A, 1996 Rev Ed)
Tan Sok Ling, Malcolm Tan and Mohan Das Vijayaratnam (Tan S L & Partners) for the plaintiffs;
Philip Fong Yeng Fatt and Doris Chia Ming Lai (Harry Elias Partnership) for the defendant.
[Editorial note: This decision is being appealed against in Civil Appeal No 30 of 2004, scheduled for hearing in the week beginning 20 September 2004.]
12 April 2004 Judgment reserved.
V K Rajah JC:
1 In the early hours of the morning of 13 January 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)"). Though the actual price of the laser printer was $3,854, the defendant had on 8 January 2003 mistakenly posted the price at $66.00 on its websites. The plaintiffs assert they were not aware...
Para continuar leyendo
Solicita tu prueba