BF2302 Should Merlion Bank and Kookaburra Bank make payment under the Letter of Credit?: International Tax and Trading Law Case Study, NTU, Singapore

Case Study

Phua Chu Kang Ltd (PCK) is a leading commodity trading company headquartered in Singapore.

Crocodile Dundee Ltd (CD) is a company that processes, packs and sells soybeans from over 20 farms across Australia.

PCK purchased 100 metric tons of “Australian grown non-GMO (non-Genetically Modified) soybeans” from CD. The purchase was made under a CIF contract, goods to be shipped to Hong Kong from Port Kembla, New South Wales, Australia, latest date of shipment, March 15, 2018.

Question 1

Scenario 1 : Should Merlion Bank and Kookaburra Bank make payment under the Letter of Credit? Please cite relevant provisions of the UCP (if any) to support your answer. (2 marks)

Question 2

Scenario 2 : Can Merlion Bank rescind the letter of credit and recover the sums of money paid out? Consider in your answer, the decision in Bank of China Ltd, Singapore Branch v BP Singapore Pte Ltd [2021] SGHC 120.  ( 10 marks)

Question 3 –

1. Does the UN Convention on the International Sale of Goods (“CISG”) apply to PCK’s contract with CD? Would your analysis change if the goods were electrical irons? How about if PCK was a company incorporated and doing business in the United Kingdom? (8 marks)
2. If the CISG applies, advise PCK of any breach by CD of its duties under the CISG for the non-conforming goods. (4 marks)

• Can PCK can claim damages and avoid the contract under the CISG? (8 marks)

Would your analysis in (iii) change if:

(a) PCK’s own employee had forgotten to send the soybeans for immediate testing in the laboratory, but only remembered to do so 2 months after their arrival in Hong Kong? (8 marks)

(b) The original batch of soybeans grown had been destroyed due to a freak weather occurrence in Australia, and CD had no choice but to replace them before delivery with genetically modified soybeans? (6 marks)

1. What about specific performance in this situation? Of the two potential remedies (damages and specific performance), which in your opinion, is the better one for PCK to seek? (6 marks)

Question 4 –

Taking all the above facts into consideration (as well the advice of CD’s lawyers), discuss whether the Singapore High Court is likely to grant a stay of action in CD’s application on the basis that Singapore is a forum non-conveniens, and what legal principles, facts and considerations will be taken into account in making its decision.  In addressing the various issues, you may wish to refer to the cases of Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460 and JIO Minerals FZC and others v Mineral Enterprises Ltd [2010] SGCA 41.