CAN A TERM FOR “ACCEPTABLE” DRAWINGS BE IMPLIED?
In Sunlight Paper Products Pte. Ltd. v Decorial Pte. Ltd. [2026] SGDC 65 (the “Judgment”), one of the issues that was considered by the District Court was whether a term for “acceptable” drawings could be implied.
Background. The Claimant engaged the Defendant (a specialist contractor in shading systems) to supply and install a retractable awning system for a roof opening (Judgment [1] – [2]).
The contract was concluded when the Claimant accepted the Defendant’s quotation (the “Quotation”) (Judgment [6]). The Quotation provided for a “… non-refundable deposit of 70% upon confirmation of order” and stated that completion was “[w]ithin 6-8 Weeks upon confirmation of drawings and also subject to weather condition”, with prices quoted being “… subjected to final site visit and site condition” (Judgment [29]). The Claimant paid the deposit of $39,112.78 (incl. 7% GST) on 29 June 2022 (Judgment [6(e)]).
Drawings were subsequently exchanged and rejected by the Claimant, due to, among others, alleged concerns about a height restriction imposed by the Urban Redevelopment Authority (Judgment [4], [6(f)]–[7]). Eventually, the awning system was never built by the Defendant (Judgment [7]).
The Claimant commenced court proceedings claiming for a refund of the deposit on three alternative bases (breach of contract, moneys had and received, and fraudulent misrepresentation) (Judgment [10]). The Defendant counterclaimed for breach of contract (Judgment [12]–[13]).
No express term for “acceptable drawings”. A key issue that fell to be determined was whether the Defendant was required to provide “acceptable drawings” for the awning system (Judgment [27]).
The Quotation did not contain any provision expressly referring to the provision of “acceptable” drawings (Judgment [30]). The Claimant also accepted that it was the “only document” which it had accepted and thus the contract would be “based solely” on the terms of the quotation (Judgment [31]).
However, the Claimant submitted that the reference to “confirmation of drawings” in the Quotation meant that it had the right to approve, and therefore a right to reject, drawings (Judgment [33]).
The District Court observed that the “language does not say anything about the grounds upon which the Claimant was entitled to give or withhold such confirmation” (Judgment [34]).
The implied term argument. This led to the issue of implied terms. The Claimant submitted that the Defendant was obliged to “produce drawings in a competent manner which are acceptable to the Claimant” and that “… such drawings need only be “reasonably acceptable” in that the Claimant was itself obliged to “act reasonably and not reject the Defendant’s drawings arbitrarily.”” (Judgment [35]).
This implied term argument was rejected by the District Court.
The District Court observed that the implied term was never pleaded (Judgment [37]). This was no mere technical default: the Court found that the absence of such a pleading meant that the Defendant did not have a reasonable opportunity to respond to a properly pleaded case (Judgment [39]).
Additionally, the term was not referred to in the Claimant’s chief financial officer’s affidavit of evidence-in-chief (Judgment [40]).
And perhaps crucially, the District Court held that it was “far from obvious that it was necessary for the Alleged Implied Term to be implied” (Judgment [42]), holding at Judgment [43] – [44] the following:
“43 In the absence of any term, express or implied, in the Contract regarding which party was to bear the risk of the Defendant producing drawings that contravened regulatory requirements, this risk would naturally be assumed by the Claimant, as the party responsible for the Building, since presumably the relevant public authorities would look to the Claimant in the event the height of the Building exceeded permissible limits.
44 Thus, the effect of the Alleged Implied Term contended for was only to allocate the risk of drawings that were not “acceptable” to either the Claimant or the Defendant, as this risk was not one which could be eliminated altogether by way of a contract between the Claimant and the Defendant.”
The District Court noted that the height restriction was a specific restriction to the building in question (Judgment [46]).
Further, the Claimant had “… purported to reserve to itself the power to reject drawings proposed by the Defendant … for the express purpose … of protecting itself against the risk of drawings which were not in compliance with regulatory requirements …” (Judgment [47]), which the District Court found was, from a commercial perspective, “… inconsistent with a term requiring the Defendant to be responsible for ensuring acceptable drawings, as it effectively left the Claimant the ultimate arbiter of what was compliant or not” (Judgment [47]).
The result was that the District Court found that the Claimant had failed to demonstrate the existence of the alleged implied term (Judgment [48]). Additionally, the District Court went on to find that even if the term had formed part of the contract, the Defendant would not have breached the term (Judgment [49]).
Conclusion. While this case does not stand for the proposition that an implied term for “acceptable drawings” can never be implied (as it depends on, among others, the circumstances of the case and the framing of the term), it bears noting that the dispute may potentially have been avoided if there had been an express term addressing who was responsible for coming up with drawings that would meet the authorities’ requirements.
Had there been an express term making clear that the Defendant was responsible for producing drawings that would meet the authorities requirements, even if the Claimant had been responsible for ensuring compliance with the height restriction as noted in Judgment [46], this dispute may (perhaps) have been avoided given that the Parties would have expressly allocated the responsibility for producing “acceptable drawings”.
This publication is not intended to be, nor should it be taken as, legal advice; it is not a substitute for specific legal advice for specific circumstances. You should not take, nor refrain from taking, actions based on this publication.