Case Details
- Citation: [2025] SGHC 107
- Court: High Court (General Division)
- Originating Claim No: 529 of 2024
- Assessment of Damages No: 3 of 2025
- Title: Shri Bajrang Power and Ispat Limited v Steel Corp Limited
- Date of Judgment: 6 June 2025
- Judicial Officer: Choo Han Teck J
- Hearing Dates: 23 April 2025; 20 May 2025 (judgment reserved)
- Plaintiff/Claimant: Shri Bajrang Power and Ispat Limited
- Defendant/Respondent: Steel Corp Limited
- Legal Area(s): Contract law; Damages (compensation, measure of damages, mitigation); Sale of goods
- Statutes Referenced: Sale of Goods Act 1979 (2020 Rev Ed) (“SGA”) (in particular ss 51(2)–(3)); Sale of Goods Act (Cap 393, 1999 Rev Ed) (in pari materia provisions as discussed)
- Cases Cited (as reflected in the extract): Bunge SA v Nidera BV (formerly Nidera Handelscompagnie BV) [2015] Bus LR 987; Swiss Singapore Overseas Enterprises Pte Ltd v Exim Rajathi India Pvt Ltd [2010] 1 SLR 573; Marco Polo Shipping Co Pte Ltd v Fairmacs Shipping & Transport Services Pte Ltd [2015] 5 SLR 541; Panwah Steel Pte Ltd v Burwill Trading Pte Ltd [2006] 4 SLR(R) 559; The “Asia Star” [2010] 2 SLR 1154
- Judgment Length: 11 pages; 3,138 words
Summary
This decision concerns the assessment of damages following a default judgment in an international sale of goods dispute. The claimant, an Indian steel manufacturer, sued the defendant, a UK wholesale trader, for non-delivery of 30,000 metric tons of steel making pig iron under a sale and purchase agreement dated 17 July 2023. The agreement fixed shipment for 15 August 2023 from the Black Sea Port in Turkey to the Vizag Port in India. The defendant failed to ship by the contractual date, later indicated it was ready to supply at a higher price, and ultimately asserted that a force majeure event rendered performance impossible. The parties accepted that the agreement was terminated on 25 September 2023.
After the defendant failed to file a notice of intention to contest, default judgment was entered. The present judgment addresses only the quantum of damages payable by the defendant. The court considered the statutory framework for damages for non-delivery in the Sale of Goods Act 1979 (2020 Rev Ed) (“SGA”), particularly ss 51(2) and 51(3), and analysed how the “available market” concept interacts with the buyer’s duty to mitigate loss. While the court accepted that there was an available market, it held that mitigation principles affected the calculation and made the prima facie measure under s 51(3) inappropriate on the facts.
What Were the Facts of This Case?
The claimant, Shri Bajrang Power and Ispat Limited, is an Indian-incorporated company engaged in manufacturing and processing steel products. It produces a range of steel products and, as part of its operations, requires raw materials such as steel making pig iron. The defendant, Steel Corp Limited, is incorporated in the United Kingdom and operates as a wholesale trader of metals and metal ores.
On 17 July 2023, the parties entered into a sale and purchase agreement for the sale of 30,000 metric tons of steel making pig iron. The contract price was US$381 per metric ton, totalling US$11,430,000. The agreement specified the chemistry and composition of the pig iron, reflecting that the goods were not generic commodities but had agreed technical characteristics. The shipment date was stipulated as 15 August 2023, with delivery contemplated from the Black Sea Port in Turkey to the Vizag Port in India.
According to the claimant’s CEO, the pig iron was intended for multiple uses, including resale in the Indian market, the claimant’s own consumption, or a combination of both. This factual context mattered because it informed the claimant’s commercial need for continuity of supply and the plausibility of its later procurement decisions. The defendant did not ship the goods by 15 August 2023. Six days later, the claimant wrote to the defendant noting that the shipment date had passed and requesting expedited nomination of the carrying vessel. The defendant responded that delays were due to “uncontrollable circumstances” in the Black Sea region and assured the claimant that it was working to fulfil the order.
On 14 September 2023, the defendant informed the claimant that it was ready to supply but at a higher price of US$420 per metric ton. A week later, the defendant stated that a force majeure event had occurred, making performance under the agreement impossible. The claimant issued a letter of demand on 25 September 2023. The defendant responded the same day, stating that it would close the matter “without further recourse”. The parties accepted that the agreement was terminated on 25 September 2023.
Following termination and the defendant’s non-delivery, the claimant turned to using steel scrap as an alternative input for steel production. The claimant’s evidence was that it purchased 28,817 metric tons of steel scrap from the Indian market between September 2023 and August 2024. The claimant then commenced proceedings on 12 July 2024. Because the defendant did not file a notice of intention to contest, default judgment was entered on 4 December 2024. The present proceedings are the assessment of damages payable under that default judgment.
What Were the Key Legal Issues?
The primary issue was how to quantify damages for non-delivery of goods under the applicable legal framework. The claimant argued that it was entitled to damages under s 51(3) of the SGA, or alternatively under s 51(2). In essence, the claimant sought to rely on the statutory “prima facie” measure where there is an available market: the difference between the contract price and the market (or current) price at the time when delivery ought to have been made. The alternative measure under s 51(2) is compensatory: the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach.
A second, closely related issue concerned mitigation. Even if an available market exists, the court had to consider whether the buyer’s conduct in procuring substitutes affected the recoverable loss. The defendant’s position was that the claimant failed to mitigate by purchasing steel scrap from Indian suppliers rather than sourcing pig iron from cheaper overseas markets (for example, South Africa and Russia). The defendant argued that this failure should reduce or eliminate damages, relying on the general principle that the innocent party cannot recover losses that it could have avoided through reasonable steps.
Finally, the court had to address the interaction between the “available market” concept and mitigation. The judgment noted that the parties assumed the SGA applied, despite the agreement’s express choice of English law and Singapore exclusive jurisdiction. The court indicated that, even if foreign law or international sale principles were considered, the compensatory and mitigation principles were broadly aligned. Accordingly, the court’s analysis focused on the substance of damages and mitigation rather than on a technical conflict-of-laws determination.
How Did the Court Analyse the Issues?
The court began by setting out the statutory framework for damages for non-delivery in the SGA. Section 51(1) provides that where the seller wrongfully neglects or refuses to deliver, the buyer may maintain an action for damages for non-delivery. Section 51(2) states the compensatory principle: the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach. Section 51(3) provides a prima facie measure where there is an available market: the difference between the contract price and the market/current price at the relevant time(s).
Although the agreement stipulated English law, the court observed that neither party made submissions on the applicability of foreign law and both assumed the SGA provisions applied. The court nevertheless explained that the outcome would likely be the same under the English Sale of Goods Act 1979, the CISG, or general common law principles, because the compensatory and mitigation principles are common across these frameworks. The court then relied on Bunge SA v Nidera BV to clarify the relationship between ss 51(2) and 51(3). In Bunge, Lord Sumption JSC described s 51(3) not as a rigid rule but as a technique prima facie to satisfy the general compensatory principle in s 51(2).
The court then turned to the meaning of “available market”. It cited authorities explaining that an available market refers to the availability of buyers and sellers with ready capacity to supply or absorb the relevant goods. The inquiry is factual and depends on the nature of the product, quantities, sources of supply, timeframe, and price movements. In this case, the parties did not dispute that there was an available market and that the relevant period for assessing market pricing was 14 September 2023 to 25 September 2023. The defendant also agreed with the claimant’s analysis of ss 51(2) and 51(3) in principle.
However, the court found that mitigation affected how damages should be calculated, rendering s 51(3) inappropriate as the measure on these facts. This is a significant analytical move: even where the statutory prima facie measure is available, the court may depart from it if the buyer’s mitigation choices mean that the market-price differential does not represent the loss “directly and naturally” flowing from the breach. The court therefore proceeded to consider mitigation in detail, even while addressing the parties’ submissions on s 51(3).
On the “available market” question, the claimant argued that the Indian market was the relevant available market. This was supported by a joint expert report from Mr James King, who opined that quantities of pig iron available from Indian producers were sufficient to constitute a viable source of supply for the claimant. The defendant argued for a broader available market comprising foreign sources of pig iron, including South Africa and Russia, and excluding India. On that basis, the defendant contended that the claimant was not entitled to damages because it “utterly failed” to mitigate by making an unreasonable decision to purchase steel scrap in India instead of obtaining cheaper pig iron overseas.
The defendant relied on The “Asia Star” for the proposition that the innocent party must take all reasonable steps to mitigate and cannot recover damages for losses it could have avoided due to its own unreasonable action or inaction. The defendant’s expert evidence included market pricing: pig iron from India was said to be US$468.51 per metric ton during the relevant period, which was higher than South Africa (US$371.77) and Russia (US$397.03). The defendant emphasised that pig iron from South Africa was even cheaper than the contract price of US$381, suggesting that the claimant had no reason to buy from Indian suppliers.
The claimant’s response was that mitigation does not require it to pursue the lowest possible price at the expense of commercial reasonableness, nor does it require it to “go hunting” globally for replacement goods. The claimant explained that its furnaces ran continuously to manufacture a diverse range of steel products, making uninterrupted raw material supply crucial. It also argued that it had historically sourced pig iron from India and that the agreement was the first and only attempt to buy pig iron from abroad. The claimant further relied on the expert evidence that India was a very large producer of pig iron and that imports into India in 2022 accounted for only 0.12% of total consumption, supporting the view that domestic sourcing was standard practice.
The defendant attacked the claimant’s mitigation narrative on evidential and timing grounds. It argued that the claimant’s alleged need for timely raw material supply was unsubstantiated and that there was no evidence of urgency in the letter of demand. It also pointed to the claimant’s delay in procuring steel scrap, which began nearly a month after termination of the contract. In the defendant’s view, this undermined the claimant’s claim that it acted urgently to mitigate. The defendant also characterised the claimant’s decision to buy more expensive local supplies as a self-imposed “premium” for supply certainty, which the claimant should not be able to recover from the defendant.
Although the extract provided is truncated before the court’s final quantification steps, the reasoning trajectory is clear: the court treated mitigation as a decisive factor in determining whether the statutory prima facie market-price differential under s 51(3) should be applied. The court’s approach reflects a broader principle in damages law: the measure of damages must reflect the loss caused by the breach, not losses attributable to the claimant’s own unreasonable choices. Where the buyer’s substitute procurement is commercially reasonable and consistent with the ordinary course of events, mitigation may not reduce recoverable damages. Conversely, where the buyer could reasonably have obtained substitute goods on better terms without compromising legitimate operational needs, the recoverable loss may be reduced to reflect what the buyer would have incurred had it mitigated properly.
What Was the Outcome?
The court ultimately assessed damages in light of the compensatory framework and the mitigation analysis. While the court accepted that there was an available market, it held that mitigation principles made the prima facie measure under s 51(3) inappropriate. The practical effect is that damages were not calculated mechanically by reference to the contract price versus market price; instead, the court’s assessment would have been shaped by what loss was actually and reasonably incurred as a consequence of the defendant’s non-delivery, taking into account the claimant’s substitute procurement decisions.
Because the judgment extract is truncated, the precise numerical award and any specific deductions are not visible in the provided text. However, the decision’s core outcome is clear: the court’s damages assessment turned on mitigation and the causal link between breach and loss, rather than on the statutory prima facie market-price technique alone.
Why Does This Case Matter?
This case is important for practitioners because it illustrates how Singapore courts approach the statutory “available market” measure under s 51(3) of the SGA. Even where the conditions for s 51(3) are satisfied, the court may treat mitigation as a reason to depart from the prima facie measure. This reinforces the conceptual point drawn from Bunge v Nidera: s 51(3) is a technique, not an inflexible rule, and it must ultimately align with the compensatory principle in s 51(2).
For buyers and sellers in international sale of goods transactions, the decision highlights that mitigation is not merely a formal requirement but a substantive evidential and analytical exercise. The buyer’s procurement strategy for substitutes—timing, sourcing geography, operational constraints, and commercial reasonableness—can materially affect recoverable damages. Conversely, sellers seeking to reduce damages will likely focus on showing that the buyer’s substitute purchases were avoidable or unreasonable, including by pointing to cheaper alternative sources and questioning the urgency or necessity of the buyer’s decisions.
Finally, the case is a useful reminder for litigators about the interaction between statutory damages provisions and broader common law or international principles. The court’s discussion indicates that, even in an international contract with an English law choice, Singapore courts may proceed using the SGA framework where parties assume its applicability, because the underlying damages and mitigation principles are broadly consistent. This can streamline argumentation in future cases where the parties do not contest the governing law but dispute the measure of damages and mitigation.
Legislation Referenced
- Sale of Goods Act 1979 (2020 Rev Ed) (Singapore) — s 51(1), s 51(2), s 51(3) [CDN] [SSO]
- Sale of Goods Act (Cap 393, 1999 Rev Ed) — ss 50(2)–(3) (discussed as in pari materia with s 51(2)–(3))
Cases Cited
- Bunge SA v Nidera BV (formerly Nidera Handelscompagnie BV) [2015] Bus LR 987
- Swiss Singapore Overseas Enterprises Pte Ltd v Exim Rajathi India Pvt Ltd [2010] 1 SLR 573
- Marco Polo Shipping Co Pte Ltd v Fairmacs Shipping & Transport Services Pte Ltd [2015] 5 SLR 541
- Panwah Steel Pte Ltd v Burwill Trading Pte Ltd [2006] 4 SLR(R) 559
- The “Asia Star” [2010] 2 SLR 1154
Source Documents
This article analyses [2025] SGHC 107 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.