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Solomon Motors Ltd v Attorney General [2025] SBHC 133; HCSI-CC 54 of 2023 (16 October 2025)

HIGH COURT OF SOLOMON ISLANDS

IN THE HIGH COURT OF SOLOMON ISLANDS
CIVIL JURISDICTION

Civil Case No. 54 of 2023

BETWEEN

SOLOMON MOTORS LIMITED
Claimant

AND:

ATTORNEY GENERAL
(Representing the Office of the Prime Minister and Cabinet)
Defendant

Date of Hearing: 29 August 2025
Date of Judgment: 16 October 2025

Ms L Ramo for the Claimant
Mr P W Kelesi for the Defendant

JUDGMENT

AULANGA; PJ:

1. This matter concerns a Category B claim filed by the Claimant on 14^th February 2023, seeking payment of $81,745.50 for fuel and motor vehicle-related services supplied to the Defendant between 3^rd January 2022 and 19^th April 2022, together with damages, interest, costs, and other relief.

Brief facts

2. On 29^th November 2019, the Claimant and the Defendant entered into a business agreement (“the agreement”) for the supply of fuel and other motor vehicle-related services. In the Agreed Facts and Issues, both parties have agreed to the existence, validity and enforceability of the agreement.
3. The material terms of the agreement included, inter alia, the following provisions:
   • (1) PART A – The Claimant undertook to supply the Defendant, upon request, with fuel, spare parts, tyres, and other materials, as well as servicing of all of the Defendant’s vehicles, outboard motors, and lawnmowers.
   • (2) PART C – The Claimant agreed to:
   • (a) operate a prepayment system requiring the Defendant to prepay for fuel and related motor vehicle accessories;
   • (b) maintain an account in the name of the Office of the Prime Minister and Cabinet (“OPMC”), which must retain a credit balance at all times;
   • (c) debit the OPMC account for the value of any fuel or services supplied, until further payments are made by the Defendant;
   • (d) issue periodic statements reflecting the credit position of the OPMC account; and
   • (e) suspend the arrangement if prepayment lapses for more than two consecutive due dates.
4. The Claimant and the Defendant proceeded to implement the terms of the agreement.
5. On 14^th January 2021, the Secretary to the Prime Minister, Dr. Jimmy Rodgers, wrote to the Claimant, advising of a revised list of vehicles for 2021 eligible to benefit under the agreement. The list of authorised vehicles was outlined in the letter. The letter further stipulated that only those listed vehicles were permitted to be refuelled under the agreement. In exceptional circumstances, unlisted vehicles and fuel containers could be refuelled only upon written approval by either Dr. Rodgers himself or the then OPMC Human Resource Manager, Mr. Jackson Mewa. It is undisputed that this letter now forms part of the agreement. The parties continued to operate in accordance with the agreement and the terms as set out in the letter.
6. Between 3^rd January 2022 and 19^th April 2022, the Claimant supplied fuel and related services to several unlisted vehicles upon the request of the OPMC. With the exception of one Fuel Docket authorised and signed by Mr. Malcolm Foufaka on 5^th April 2022 for fuel valued at $2,714.00, all other Fuel Dockets during this period were signed by Mr. Mewa in his capacity as the Human Resource Manager. Excluding the fuel authorised by Mr. Foufaka, the total cost of fuel supplied and payable by the Defendant amounts to $79,031.50. Including the fuel authorised by Mr. Foufaka, the total amount claimed is $81,745.50. That fuel was taken by the employees of the Defendant during the course of their employment.
7. On 8^th September 2022, the Claimant submitted a statement to the OPMC requesting payment for the fuel supplied during the period from 3^rd January 2022 to 19^th April 2022. Despite the request, the OPMC declined to settle the debt. The refusal persisted even after the Claimant’s solicitor issued a formal letter urging the Defendant to discharge the debt. This continued non-payment ultimately led the Claimant to initiate these legal proceedings in Court.
8. During the trial, the Claimant called two witnesses, namely, Mr. Craig Peter Day and Ms. Agnes Tovutovu. In contrast, the Defendant called only one witness, Mr. Leanard Ofainuú. It is of particular significance to note that Mr. Mewa served as the Human Resource Manager of the OPMC during the material period when the fuel supplies were made. The evidence before the Court establishes that, except for one Fuel Docket signed by Mr. Foufaka on the 5^th April 2022, Mr. Mewa was the person who signed the rest of the Fuel Dockets authorizing the release of fuel to unlisted vehicles and containers.
9. The Defendant has initially raised an allegation that the signatures attributed to Mr. Mewa may have been forged. However, this assertion was not substantiated by any direct evidence. Mr. Mewa was not called as a witness by the Defendant to either confirm or deny the authenticity of the signatures in question. Instead, the Defendant relied on the evidence of Mr. Ofainuú, who did not possess firsthand knowledge of the signing of the Fuel Dockets and whose evidence on this point is inadmissible as hearsay.
10. In accordance with established principles on law of evidence, allegations of forgery must be supported by clear and cogent proof, preferably from the person whose signature is disputed. The failure to call Mr. Mewa, the only person capable of providing direct and material evidence on the issue, leaves the Court with no credible basis to find that the signatures were forged. In the absence of such evidence, I must accept the Fuel Dockets signed by Mr. Mewa as valid and duly authorised under the terms of the agreement.

Further proven facts

11. In light of the evidence and written submissions presented by both parties, I further find the following facts have been proven on the balance of probabilities: First, there exists a valid and binding agreement between the Claimant and the Defendant. This agreement was entered into on 29^th November 2019 and governed the supply of fuel and motor vehicle-related services. The agreement was subsequently varied by a letter dated 14^th January 2021 from Dr. Rodgers, the Secretary to the Prime Minister. That letter formed an integral part of the contractual framework and introduced specific conditions governing the refuelling of unlisted vehicles and fuel containers. The variation was accepted and acted upon by both parties, thereby incorporating its terms into the operative agreement.
12. Second, the authority to approve refuelling of unlisted vehicles and containers was expressly granted to either Dr. Rodgers or Mr. Mewa. The letter dated 14^th January 2021 clearly stipulated that refuelling outside the list of approved vehicles required written authorisation from either of these two individuals. The evidence contained at pages 47 to 91 of the Court Book 1 (Agreed Bundle) overwhelmingly establishes that the Fuel Dockets issued during the relevant period bore the signature of Mr. Mewa. In the absence of any direct challenge to the authenticity of those signatures, they are presumed to have been duly authorised under the agreement.
13. Third, there was no credible evidence of forgery. While the Defendant alleged that the fuel supplied to unlisted vehicles and containers was unauthorised, it failed to call Mr. Mewa to testify or to otherwise challenge the validity of his signatures. The only witness called by the Defendant, Mr. Ofainuú, did not possess direct knowledge of the signing of the Fuel Dockets and could not speak to their authenticity. In accordance with the trite rules of evidence, particularly the prohibition against hearsay in matters requiring direct proof, the Court cannot accept unsupported allegations of forgery. Accordingly, the Fuel Dockets signed by Mr. Mewa are accepted as genuine and valid authorisations.
14. Fourth, the Claimant fully performed its obligations under the agreement. The Claimant supplied the fuel and related services in accordance with the terms of the agreement and the authorisations provided. There is no dispute that the Defendant received and benefited from these supplies. The Claimant’s performance was consistent, timely, and in good faith.
15. Fifth, the Defendant failed to pay the outstanding debt of $81,745.50. Despite the repeated requests for payment and the issuance of a formal demand by the Claimant’s solicitor, the Defendant did not settle the amount due. This persistent non-payment constitutes a clear breach of contract. The Claimant is therefore entitled to sue for the unpaid sum, together with interest and any consequential damages arising from the breach.

Issues for trial

16. In the Agreed Facts and Issues, at page 23 of Court Book 1 (Agreed Bundle), both parties, through their respective counsel, have identified the following contentious issues for determination by the Court:
    1. Whether the fuel and related services valued at $81,745.50, supplied by the Claimant to OPMC’s unlisted vehicles between 3^rd January 2022 and 19^th April 2022, were authorised under the terms of the agreement.
    2. Whether the supply of fuel into containers during the same period was permitted under the agreement and the accompanying letter.
    3. Whether, pursuant to the agreement and the letter, the Claimant is liable for the costs associated with fuelling containers between 3^rd January 2022 and 19^th April 2022.
    4. Whether the Claimant has incurred loss of income and interest on income due to the unpaid debt.
    5. Whether the Claimant has suffered loss of business as a consequence of the unpaid debt.
    6. Whether the Claimant has suffered loss of opportunity for business growth and investment resulting from the outstanding debt.

Issue 1: Whether the fuel and related services valued at $81,745.50, supplied by the Claimant to OPMC’s unlisted vehicles between 3rd January 2022 and 19th April 2022, were authorised under the terms of the agreement.

17. In respect of this issue, the Defendant, at paragraph 22 of its written submissions, expressly concedes that in the absence of any evidence of forgery, the fuelling of unlisted vehicles was duly authorised under the terms of the agreement. This concession is grounded in the uncontested fact that the Fuel Dockets bore the name and signature of Mr. Mewa, the Human Resource Manager of the OPMC at the material time. Mr. Mewa was one of the two individuals expressly empowered by the letter dated 14^th January 2021 to authorise refuelling of unlisted vehicles and containers.
18. The Defendant’s concession effectively resolves the question of authorisation for unlisted vehicles in favour of the Claimant. What remains in dispute is the authorisation of fuel supplied into containers. However, given that the same authorising individual Mr. Mewa had signed the Fuel Dockets for both unlisted vehicles and containers, and no evidence was adduced to differentiate or invalidate his authority in respect of containers, the logic of the Defendant’s concession extends naturally to container refuelling as well.
19. Accordingly, I find that the Defendant’s concession, coupled with the evidentiary record placed before the Court, supports a finding that the fuel supplied to unlisted vehicles was authorised under the agreement. This issue is therefore determined in favour of the Claimant.

Issue 2: Whether the supply of fuel into containers during the same period was permitted under the agreement and the accompanying letter.

20. The resolution of this issue requires the Court to construe the letter dated 14^th January 2021 written by Dr. Rodgers. That letter, by its express terms, varied the original agreement dated 29^th November 2019, and must be read in conjunction with it to ascertain the full scope of the parties’ contractual obligations.
21. At the outset, the letter introduced specific conditions governing the fuelling of unlisted vehicles and fuel containers, stipulating that such refuelling could only occur upon written authorisation from either Dr. Rodgers or Mr. Mewa. Although Dr. Rodgers was not called to give evidence, the contents of the letter are not in dispute and were accepted as forming part of the operative agreement.
22. It is the practice between the parties that any Fuel Docket issued by the OPMC must be presented to the Claimant with a designated section requiring the signature of one of the two authorised officers. This signature serves as the official request for the fuelling of vehicles (listed and unlisted) or containers under the agreement. That signature is a procedural safeguard intended to ensure that all fuel supplies are properly authorised by the designated official. This practice reflects the parties’ mutual understanding and operational protocol, and forms an integral part of the mechanism by which fuelling transactions are validated.
23. The Defendant contends that the authorisation contemplated by the letter was confined strictly to vehicles, and did not extend to fuel containers. The Claimant, on the other hand, maintains that the letter encompasses both the vehicles and the containers, provided that the requisite authorisation was obtained from either of the designated officials.
24. During cross-examination, the Defendant’s sole witness, Mr. Ofainuú, eventually conceded that fuel could be supplied to both the vehicles and the containers, but only upon authorisation from the Secretary to the Prime Minister or the Human Resource Manager. This concession is particularly significant, as it aligns with the Claimant’s interpretation of the agreement and the letter. That was further reinforced when Mr. Ofainuú agreed with a question put to him by the Claimant’s counsel that fuel was supplied in a container when vehicle G4381 was refuelled on 3^rd January 2022. That fuelling of the container is evidenced at page 47 of the Court Book 1 (Agreed Bundle), and is authorised by Mr. Mewa, which is consistent with the terms of the letter and therefore permitted under the agreement.
25. The relevant section of the letter dated 14^th January 2021, found at page 46 of Court Book 1 (Agreed Bundle), has been the subject of contention between the parties. The passage reads: “However, unauthorised vehicles and container refuel are not allowed (sic), except only on unforeseen circumstances, then an unlisted vehicle is allowed to refuel, subject to Secretary to Prime Minister approval or Human Resource Manager in writing before any refuel can be done.” Both counsel have invited the Court to interpret this clause to determine whether it permits the refuelling of containers under the agreement.
26. In interpreting this portion of the letter, I am guided by the principle articulated in Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38; [2009] AC 1101, which affirms that contractual documents must be construed holistically. Also, in The Interpretations of Contract (Lewison, 5^th ed, 2011, at 5.01), the learned author states that when interpreting a document, “The words which the parties have used...being ordinary words of the English language, must be construed in their ordinary and natural meaning unless the context otherwise requires.” This interpretive approach requires the Court to consider the document in its entirety, rather than isolating individual clauses or phrases. The objective is to give effect to the true intention of the parties as expressed through the language they have chosen. In doing so, the Court places emphasis on the ordinary and natural meaning of the words used, as understood in the context of the letter as a whole and the surrounding circumstances known to both parties at the time of performing the agreement. As earlier stated, this interpretive framework ensures that the letter is not distorted by overly technical or literal readings, but instead reflects the commercial purpose and mutual understanding that underpin the agreement.
27. The paragraph of the letter in question expressly refers to both “unauthorised vehicles” and “container refuel,” indicating that the restriction applies to both categories. The subsequent clause then followed by the words “except only on unforeseen circumstances” which introduce a conditional exception, allowing refuelling of an “unlisted vehicle” subject to written approval.
28. While the wording appears to focus the exception on vehicles, the initial reference to “container refuel” within the same sentence suggests that containers fall within the scope of the restriction and, by implication, implies a conditional exception. In my view, any ambiguity in this section of the letter requires resorting or reliance on extrinsic evidence to clarify the parties’ understanding and conduct.
29. During the trial, the Defendant’s witness, Mr. Ofainuú, as earlier alluded to, conceded under cross-examination that fuel could be supplied to both vehicles and containers, provided that written authorisation was obtained from either of the authorised officials. This concession aligns with the Claimant’s interpretation and supports a broader reading of the exception clause to include containers.
30. Accordingly, I find that the paragraph of the letter, when read in its entirety and in light of the surrounding context and the conduct of the parties, permits the fuelling of containers under the agreement, provided that written authorisation is obtained from one of the designated officials. The Fuel Dockets signed by Mr. Mewa therefore satisfy this requirement.
31. Another way to resolve this ambiguity is, the letter, as a general rule, states that vehicles and containers that are not officially authorised are not permitted to be refuelled. However, it makes an exception for situations that are unexpected or unforeseen. In such cases, even if a vehicle is not on the authorised list, it may still be allowed to receive fuel. But this is not automatic. It can only happen if written approval is obtained beforehand. That approval must come from either the Secretary to the OPMC or the Human Resource Manager in writing. The established practice between the parties is that either of the two designated officers must sign the Fuel Docket system as evidence of the official request for the Claimant to provide the fuel. This is to maintain strict control over fuel usage while allowing for flexibility in emergencies, provided that proper authorisation is secured in writing before any refuelling takes place.
32. Hence, the letter, in my view, does not confine itself to providing fuel to vehicles, but also for containers. It is clear that the wording of the letter covers both vehicles and containers, provided that written approval is obtained. The phrase “unauthorised vehicles and container refuel is not allowed” clearly includes both types of assets (vehicles and containers) as being subject to the restriction. Then, in the exception clause, it states that “an unlisted vehicle is allowed to refuel” in unforeseen circumstances, but only with written approval from either the Secretary to the Prime Minister or the Human Resource Manager.
33. While the exception specifically mentions “an unlisted vehicle,” the initial restriction includes both vehicles and containers. Because the approval requirement applies to any refuelling outside the authorised list, it logically extends to containers as well. In other words, if a container is not authorised but needs to be refuelled due to unforeseen circumstances, it would also require written approval before refuelling can take place. For this reason, with proper written authorisation, both vehicles and containers may be refuelled under exceptional circumstances.
34. Based on the above interpretation, the conclusion remains the same. I find that the relevant paragraph of the letter, when considered in its entirety and in light of the principles of contractual interpretation, clearly permits the refuelling of containers under the terms of the agreement. The language used in the letter, read in context, supports this understanding and aligns with the parties’ apparent intention to regulate such activities through formal approval mechanisms. Accordingly, this issue is resolved in favour of the Claimant.

Issue 3: Whether, pursuant to the agreement and the letter, the Claimant is liable for the costs associated with fuelling containers between 3rd January 2022 and 19th April 2022.

35. I have reached the conclusion in the preceding issue that fuelling of containers is allowed under the agreement in exceptional circumstances provided that there was written authorisation obtained beforehand from the designated officials. It is both accepted and undisputed that the Claimant supplied fuel in containers pursuant to the terms of the agreement. The Claimant acted in good faith and had no knowledge, whether actual or constructive, of any forgery of signatures or collusion with the Defendant’s employees at the time the fuel was dispensed. The supply of the fuel was carried out on the basis of Fuel Dockets signed by Mr. Mewa, a designated official, which further supports the Claimant’s compliance with the procedural requirements of the agreement. Accordingly, I find the Claimant fulfilled its contractual obligations in good faith. It is also my view that once the fuel left the Claimant’s premises, its responsibility ceased, unless it can be shown that the Claimant was aware, or ought to have been aware, that the fuel was being misappropriated, an allegation expressly denied. In light of these findings, I conclude that the Claimant is not liable for any costs incurred in the course of performing its contractual duties.
36. There is also no issue that the fuel was taken during the said period by the Defendant’s employees during the course of their employment. As such, under the law of contract, the Defendant, as the employer of the employees who took the fuel, is liable for any acts of its employees done in the course of their employment, even if the employee acted fraudulently, provided the acts are closely connected with their employment duties.
37. The Defendant’s failure to monitor the approvals or raise timely objections to the taking of the fuel does not transfer liability to the Claimant. Hence, in this case, the Defendant is liable to bear the loss resulting from the failures of their own employees and internal controls, unless the Defendant proves the Claimant has colluded or was grossly negligent at the time the fuel was provided in the containers. Any private use by the Defendant’s employees is a matter of internal discipline within the Defendant’s organisation and does not invalidate the Claimant’s right to be paid for the goods delivered under the agreement. Based on those reasons, I also find in favour of the Claimant on this issue.

Issue 4, 5 and 6: Whether the Claimant has suffered loss of income and loss of interest on the income as a result of the unpaid debt.

38. These issues are considered together. Upon careful examination of the Fuel Dockets contained at pages 47 to 91 of Court Book 1 (Agreed Bundle), I am satisfied that the Claimant is entitled to payment in the sum of $79,031.50. This figure reflects a deduction of $2,714.00 from the originally claimed amount of $81,745.50. That deduction arises from the Fuel Docket dated 5^th April 2022, which was authorised and signed by Mr. Foufaka. I find this particular docket does not comply with the terms of the agreement, as Mr. Foufaka was not among the designated officials authorised to approve such transactions. Consequently, the value of fuel associated with that docket cannot be recovered under the agreement.
39. It is undisputed that the Claimant submitted a formal payment request to the Defendant on 8^th September 2022, seeking settlement of the outstanding debt. Despite receiving a letter of demand from the Claimant’s solicitor, the Defendant failed to honour the payment. The agreement between the parties was structured around a prepayment system, which meant that the Claimant’s operational capacity was directly dependent on the timely receipt of the funds from the Defendant. The Defendant’s failure to honour its payment obligations under the agreement adversely affected the Claimant’s ability to operate and resulted in a loss of income that would otherwise have been earned.
40. In light of these circumstances, I find that the Claimant is entitled to be paid for its debt in the amount of $79,031.50. Pursuant to Rule 17.65(a)(iii) of the Solomon Islands Courts (Civil Procedure Rules) 2007, it is my view that interest shall accrue on this sum at a rate of 5% per annum, backdated to 8^th September 2022, being the date on which the debt became due based on the request made by the Claimant for the Defendant to settle its debt. The Defendant shall also bear the costs of these proceedings on a standard basis.
41. In light of the amount already ordered to be paid by the Defendant, I am of the view that it would not be appropriate to make any further orders for damages in favour of the Claimant. The sum awarded sufficiently compensates the Claimant for the loss incurred under the agreement, and in the circumstances, no additional relief is warranted.

Orders of the Court

1. The Defendant shall pay the Claimant the sum of $79,031.50.
2. Pursuant to Rule 17.65(a)(iii) of the Solomon Islands Courts (Civil Procedure Rules) 2007, interest shall accrue on this sum at the rate of 5% per annum, backdated to 8^th September 2022, being the date on which the debt became due.
3. The Defendant shall pay costs of these proceedings on a standard basis.

BY THE COURT

Hon. Justice Augustine S. Aulanga

PUISNE JUDGE