Case Details
- Citation: [2025] SGHC 107
- Court: High Court of the Republic of Singapore
- Date: 2025-06-06
- Judges: Choo Han Teck J
- Plaintiff/Applicant: Shri Bajrang Power and Ispat Ltd
- Defendant/Respondent: Steel Corp Ltd
- Legal Areas: Damages — Compensation and damages, Damages — Measure of damages, Damages — Mitigation
- Statutes Referenced: English Sale of Goods Act, English Sale of Goods Act 1979, Sale of Goods Act, Sale of Goods Act 1979
- Cases Cited: [2025] SGHC 107, 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 case concerns a dispute between Shri Bajrang Power and Ispat Ltd ("the claimant"), an Indian steel manufacturer, and Steel Corp Ltd ("the defendant"), a UK-based metal trader. The claimant sued the defendant for failing to deliver 30,000 metric tons of steel making pig iron as per their sale and purchase agreement. The High Court of Singapore had to determine the appropriate measure of damages payable by the defendant to the claimant.
What Were the Facts of This Case?
On 17 July 2023, the claimant and the defendant entered into a sale and purchase agreement (the "Agreement") under which the defendant was to sell and deliver 30,000 metric tons of steel making pig iron to the claimant at a unit price of US$381 per metric ton. The shipment was to be from the Black Sea Port in Turkey to the Vizag Port in India on 15 August 2023.
The defendant failed to deliver the pig iron by the agreed date. The claimant repeatedly requested the defendant to expedite the shipment, but the defendant first offered to supply the pig iron at a higher price of US$420 per metric ton, and then claimed a force majeure event had occurred, rendering performance impossible. The parties accepted that the Agreement was terminated on 25 September 2023.
Due to the defendant's non-delivery, the claimant turned to purchasing steel scrap, an alternative raw material for steel manufacturing, from the Indian market between September 2023 and August 2024. The claimant claims to have purchased 28,817 metric tons of steel scrap during this period.
What Were the Key Legal Issues?
The key legal issues in this case were:
- What is the appropriate measure of damages under the Sale of Goods Act 1979 ("SGA") for the defendant's breach of the Agreement?
- Whether the claimant fulfilled its duty to mitigate its losses by purchasing steel scrap from the Indian market instead of seeking cheaper sources of pig iron from overseas.
How Did the Court Analyse the Issues?
The court first considered the applicability of the SGA to this international sale of goods contract, which was governed by English law. While the SGA technically should not apply to an international contract, the court noted that the outcome would likely be the same regardless of whether the SGA, the English Sale of Goods Act 1979, the UN Convention on Contracts for the International Sale of Goods, or general common law principles were applied, as the key principles of compensation and mitigation are common to all these legal frameworks.
The court then examined the claimant's argument that the measure of damages should be determined under section 51(3) of the SGA, which provides that where there is an "available market" for the goods, the measure of damages is prima facie the difference between the contract price and the market or current price of the goods at the time they ought to have been delivered. The claimant contended that the Indian market constituted the relevant "available market".
However, the court found that the principles of mitigation affected the appropriate measure of damages in this case, making section 51(3) inappropriate. The court noted that the innocent party (the claimant) has a duty to take all reasonable steps to mitigate the loss consequent on the defaulting party's breach, and cannot recover damages for any loss which it could have avoided but failed to avoid due to its own unreasonable action or inaction.
The defendant argued that the claimant failed to mitigate its losses by purchasing steel scrap from the Indian market instead of seeking cheaper sources of pig iron from overseas, such as South Africa and Russia. The defendant's expert evidence showed that pig iron from these overseas sources was significantly cheaper than the price the claimant paid for steel scrap in India.
In response, the claimant argued that the duty to mitigate does not require a party to pursue the lowest possible price at the expense of commercial reasonableness. The claimant explained that it was crucial for its steel manufacturing operations to have an uninterrupted supply of raw materials, and that it had always sourced pig iron from the Indian market, which was largely self-sufficient in pig iron production.
What Was the Outcome?
The court did not make a final determination on the appropriate measure of damages. Instead, the court reserved judgment to consider the parties' submissions further, particularly on the issue of the claimant's duty to mitigate its losses.
Why Does This Case Matter?
This case provides valuable guidance on the assessment of damages for a seller's breach of a sale of goods contract, particularly in the context of an international transaction. The court's analysis of the interaction between the statutory measure of damages under the SGA and the common law principle of mitigation is noteworthy.
The case highlights the importance of the buyer's duty to mitigate its losses, even where there is an "available market" for the goods. The court's emphasis on the need to balance the duty to mitigate with commercial reasonableness is a useful precedent for future cases involving similar issues.
Additionally, the court's acknowledgment of the potential applicability of foreign law and international conventions to international sale of goods contracts, despite the statutory provisions of the SGA, demonstrates the court's willingness to adopt a flexible and pragmatic approach to resolving complex cross-border commercial disputes.
Legislation Referenced
- English Sale of Goods Act
- English Sale of Goods Act 1979
- Sale of Goods Act
- Sale of Goods Act 1979
Cases Cited
- [2025] SGHC 107
- 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.