What You Should Know Before You Sign That Letter of Guarantee

Reading Time: 6 minutesIntroduction You may have been asked to sign a letter of guarantee before. Simply put, a letter of guarantee is a promise to pay another person’s debt if he or she is unable to do so. However, being a guarantor can certainly be risky, especially when the debt is significant. So the question is: should […]

What if you didn’t write it down? Verbal promises in business contracts.

Reading Time: 6 minutesI.               Introduction Business negotiations can be lengthy. In the course of negotiations, parties might make a verbal promise to do or not do something. There might also be emails recording the promise or showing that there were verbal negotiations. But if the promise does not end up in a written contract, can you hold the other […]

The burning question – the effect of Far East Square Pte Ltd v Yau Lee Construction (Singapore) Pte Ltd on non-SIA contracts and terminated contracts

Reading Time: 5 minutesThis article is co-written by Ms. Danna Er and Ms. Nur Liyana Kamaludin. I.            Introduction In Far East Square Pte Ltd v Yau Lee Construction (Singapore) Pte Ltd [2019] SGCA 36 (“Far East Square”), the Court of Appeal held that a payment claim submitted after the issuance of the architect’s Final Certificate would be invalid regardless […]

Indemnity provisions in contracts – are they that important?

Reading Time: 4 minutesWhat are indemnity provisions? Indemnity provisions, also known as “indemnities” or “indemnity clauses”, are commonly included in contracts to allocate risk between contracting parties. If properly included, the indemnifying party (the “indemnifier”) will be obliged to compensate the indemnified party for losses which may occur as a result of a specified event, sometimes referred to […]

SMU Lexicon: The validity of “No Oral Modification” clauses and the UKSC decision in Rock Advertising Limited v MWB Business Exchange Centres Limited [2018] UKSC 24

Reading Time: 10 minutes      I. Introduction The recent UK Supreme Court’s (“UKSC”) decision in Rock Advertising Limited v MWB Business Exchange Centres Limited was highly anticipated. Modern litigation rarely raises new fundamental issues in the law of contract; this case, however, dealt with two.[1] Moreover, the preceding Court of Appeal (“COA”) judgement had left the law relating […]

SMU Lexicon: Case Commentary of Ochroid Trading v Chua Siok Lui

Reading Time: 14 minutesIntroduction Where a contract is illegal, the contract is void and the courts will not enforce the contract.[1] Despite the simplicity of the foregoing logic, the concept of illegality in contract law – often used as a defence mechanism in lawsuits – has long vexed students and practitioners alike. As Lady Justice Gloster in Patel v […]

SMU Lexicon: The Impact of TFL Management v Lloyds Bank and Relfo v Varsanion Requirements of Enrichment and “At the Claimant’s Expense”

Reading Time: 20 minutesI. Introduction Under the seminal House of Lords decision of Banque Financiere de la Cite v Parc (Battersea), a claimant can make a claim in unjust enrichment if the following elements are shown:[1] The defendant has been enriched; The enrichment was at the claimant’s expense; The enrichment was unjust; and There are no defences. The […]

Does removing an insolvent party from a joint venture infringe the anti-deprivation rule?

Reading Time: 5 minutesIntroduction The Court of First Instance analysed whether a clause within a joint venture agreement between a company in liquidation and an interested party should be void for being classified as “disposition” under section 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32). Build King Construction Ltd (“BK”) formed a joint venture […]

SMU Lexicon: Negotiating Damages for Breach of Contract: Morris-Garner v One-Step (Support) Ltd [2018] UKSC 20

Reading Time: 16 minutesIntroduction At the quantification stage in breach-of-contract claims, claimants must sometimes think out of the box. Where no loss has been suffered or loss is hard to prove, one solution is to argue for “negotiating damages”, or damages for breach of contract assessed by reference to the sum a claimant could hypothetically have received in […]

The importance of the use of languages in determining the intended coverage of arbitration clause

Reading Time: 8 minutesIntroduction It is not uncommon that parties to a commercial agreement include an arbitration clause to govern the way in which dispute is settled. In Giorgio Armani SpA v Elan Clothes Co Ltd [2019] HKCFI 530, in deciding an application by the plaintiff seeking the continuation of an anti-suit injunction against the defendant from taking any further […]

Vietnam: Work Permit – The Key Point in Resolving Labour Disputes with Foreign Employees

Reading Time: 9 minutesOne of the requirements for foreigners to work in Vietnam is to be granted a work permit by the competent Vietnamese authorities (Article 169.1.(d) of the 2012 Labor Code).  However, due to the practical, day-to-day demands of business, many companies do not comply with this regulation and often sign labor contracts with foreign employees without […]

5 Times when the Non-Compete Clauses in your Employment Contract Probably Aren’t Enforceable

Reading Time: 3 minutesNon-compete clauses are quite common in employment contracts for certain industries in Singapore. They typically seek to restrict an employee’s right to engage in a similar occupation with a competitor for a period of time after the termination of the employment contract. However, what many employers who include such clauses are not aware of is […]