Tuffi (Pte.) Ltd. v Techkon Pte Ltd and another

Tuffi (Pte) Ltd and Techkon Pte Ltd invested together through a joint venture company, Techkon Development (Sembawang) Pte Ltd (TDSPL), in which Tuffi holds 49% and Techkon 51%. TDSPL's earlier projects were profitable, but its investment in a mixed development at 520 Balestier Road, the Viio Project, made heavy losses. Part of TDSPL's contribution was funded by preference shares issued to outside investors, each in effect a loan of $550,000 repaid with fixed interest.

In early 2019 Tuffi and Techkon agreed that Techkon would pay Tuffi $918,429.73. A one-page calculation prepared on the instructions of Tuffi's director, Robert, set out how that figure was reached and was signed by the four directors of the two companies. Techkon paid it in instalments between May 2019 and July 2023. Tuffi later said the calculation had double-counted the preference share interest, and in 2023 demanded a further $534,533.16. In Originating Claim No 117 of 2024 Tuffi sued Techkon and TDSPL, arguing that the agreement was for a formula that had to be corrected, alternatively relying on an implied term, common mistake and unjust enrichment. Robert, whose speech was affected by strokes, gave his evidence by typing answers over a live video link.

1. Whether the 2019 Agreement was for a fixed sum or for a formula subject to adjustment
2. Whether a term permitting correction of calculation errors should be implied
3. Whether the agreement was vitiated by common mistake
4. Whether TDSPL was a party to the agreement and whether Techkon was unjustly enriched

The court found the agreement was for a fixed sum. The calculation built towards a final line headed as the final payment due to Tuffi, and the signatures sat directly under it. Tuffi had insisted on a signed document and on payment of that figure, and its covering email and later letter made no mention of later adjustment. The court rejected Tuffi's claim of an earlier oral agreement on its stake in the Viio Project as an afterthought; contemporaneous emails showed the cash calls were allocated differently and Robert could not explain how the claimed ratio was agreed. Techkon's directors credibly said they accepted the figure to keep the relationship harmonious and in hope the project might recover. Later messages from Techkon about recalculating were ambiguous and of little weight. Even on a formula reading, the profit item referred to TDSPL's profits, so the double count was a bad bargain, not a breach.

Applying Sembcorp Marine Ltd v PPL Holdings Pte Ltd [2013] 4 SLR 193, no term could be implied. Tuffi must have contemplated errors, so there was no true gap, and the term was not necessary and would have created an open-ended liability. Common mistake failed because the error was Tuffi's own: Robert conceded fault and had the financial statements to hand.

The court found TDSPL was a party, since part of the sum re-balanced contributions that ran through it, but this did not matter as the claims failed. Because the payment was made under a valid contract, the mistake went to formation and could not ground unjust enrichment.

The High Court dismissed Tuffi's claims entirely and said it would hear the parties on costs.