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Similar Fact Evidence In Contractual Interpretation: Bhoomatidevi D/O Kishinchand Chugani Mrs Kavita Gope Mirwani V Nantakumar S/O V Ramachandra And Another [2023] Sghc 37, Calvin John Kaiwen Chirnside Jan 2024

Similar Fact Evidence In Contractual Interpretation: Bhoomatidevi D/O Kishinchand Chugani Mrs Kavita Gope Mirwani V Nantakumar S/O V Ramachandra And Another [2023] Sghc 37, Calvin John Kaiwen Chirnside

Research Collection Yong Pung How School Of Law

In the recent Singapore High Court case of Bhoomatidevi d/o Kishinchand Chugani Mrs Kavita Gope Mirwani v Nantakumar s/o v Ramachandra and another [2023] SGHC 37, the claimant argued, inter alia, that evidence of a prior contract between the first defendant and a third party should be admitted to prove that the defendant had entered into a loan agreement with her in his personal capacity. Justice Lee Seiu Kin dismissed her claim, applying s. 14 of the Evidence Act.


Deontics And Time In Contracts: An Executable Semantics For The L4 Dsl, Seng Joe Watt, Oliver Goodenough, Meng Weng (Huang Mingrong) Wong Dec 2023

Deontics And Time In Contracts: An Executable Semantics For The L4 Dsl, Seng Joe Watt, Oliver Goodenough, Meng Weng (Huang Mingrong) Wong

Research Collection Yong Pung How School Of Law

Existing approaches to modelling contracts often rely on deontic logic to reason about norms, and only treat time qualitatively. Using L4, a textual domain specific language (DSL) for the law, we offer a more operational interpretation of norms, based on states and transitions, that also accounts for the granular timing of events. In this paper, we present a higher-level rendering of the loan agreement from Flood & Goodenough in L4, and an accompanying operational semantics amenable to execution and static analysis. We also implement this semantics in Maude and show how this lets us visualize the execution of the loan …


A Non-Contractual Approach To Smart Contracts, Florian Gamper Sep 2023

A Non-Contractual Approach To Smart Contracts, Florian Gamper

Research Collection Yong Pung How School Of Law

This article adds to the debate on what, legally speaking, smart contracts are and what they should be. Currently, much of this debate focuses on the relationship between smart contracts and legal contracts, overlooking that other legal categories may also be appropriate. This article suggests that the concept of abandonment can be fruitfully applied to smart contracts. Using the concept of abandonment has the advantage of allowing smart contracts, as close as legally possible, to be utilized as machines (or using the terminology suggested by Vitalik Buterin, founder of Etherium, as a ‘persistent script’). It would also make other issues, …


International Commercial Mediation And Dispute Resolution Contracts, Nadja Alexander, Natasha Tunkel Dec 2022

International Commercial Mediation And Dispute Resolution Contracts, Nadja Alexander, Natasha Tunkel

Research Collection Yong Pung How School Of Law

Every transaction has the potential to go wrong and international commercial contracts are not spared this plight. It is when an international commercial contract fails – irrespective of the reasons, that the impact of different legal and cultural backgrounds of the parties come to light. The obvious venue for commercial disputes to be decided is generally understood to be in court (litigation)2 or before an arbitral tribunal (arbitration)3. However, there are numerous other alternative dispute mechanisms4 available to parties that are less well known and also deserve consideration; not least because they offer parties methods of resolving the dispute between …


Novation And Advance Consent, Kwan Ho Lau Sep 2022

Novation And Advance Consent, Kwan Ho Lau

Research Collection Yong Pung How School Of Law

Professor Goode once observed that “Novation need not be left to ad hoc agreement; it is open to the parties to provide for it in advance and in particular to establish a contractual mechanism by which novation takes place automatically on the occurrence of a designated act or event”. This deceptively straightforward proposition is examined in the present article. It explores the legal footing for, and the risks in adopting a pristine version of, the proposition, and considers possible safeguards that may be incorporated within the process of scrutiny, if in any case there arises concern over the effectiveness of …


Burdening Assignees With Arbitration Agreements Via ‘Conditional Benefits’, Chee Ho Tham Apr 2022

Burdening Assignees With Arbitration Agreements Via ‘Conditional Benefits’, Chee Ho Tham

Research Collection Yong Pung How School Of Law

In this article, the author compares two concepts that seek to explain why an assignee of a chose in action may be burdened by an arbitration agreement to which it is not privy. He posits that, of the “conditional benefits” concept and the “subject to equities” principle, the latter provides the better explanation.


No Oral Modification Clauses: Autonomy, Certainty Or Presumption?, Kwan Ho Lau Jan 2022

No Oral Modification Clauses: Autonomy, Certainty Or Presumption?, Kwan Ho Lau

Research Collection Yong Pung How School Of Law

By a judgment of Lord Sumption with which a majority of the court agreed, the Supreme Court in MWB Business Exchange Centres Ltd. v Rock Advertising Ltd. [2018] UKSC 24, [2019] A.C. 119 ruled that a contractual term which prescribed that the contract was not amendable save in writing signed by or on behalf of the parties (a No Oral Modification or “NOM” clause) was effective to invalidate subsequent oral variations to the contract. Lord Burrows later suggested extrajudicially (in P.S. Davies and M. Raczynska (eds.), Contents of Commercial Contracts (London 2020), 49) that Rock Advertising might not find traction …


Choice Of Law For Formation Of Contracts: Solomon Lew V Kaikhushru Shiavax Nargolwala, Adeline Chong Sep 2021

Choice Of Law For Formation Of Contracts: Solomon Lew V Kaikhushru Shiavax Nargolwala, Adeline Chong

Research Collection Yong Pung How School Of Law

No abstract provided.


‘Choice Of Law For Formation Of Contracts: Solomon Lew V Kaikhushru Shiavax Nargolwala, Adeline Chong Sep 2021

‘Choice Of Law For Formation Of Contracts: Solomon Lew V Kaikhushru Shiavax Nargolwala, Adeline Chong

Research Collection Yong Pung How School Of Law

The appropriate choice of law rule for the formation of a contract is an intractable question. Various solutions have been offered, with none enjoying universal approval. In Solomon Lew v Kaikhushru Shiavax Nargolwala, the Singapore Court of Appeal held in favour of the application of a nuanced version of the putative proper law of a contract. It further held that that there was no role for the lex fori in resolving this classic conflict of laws conundrum. While the SGCA emphasised that the reasonable expectations of the parties would be accommodated through its approach, this note argues that this would …


The Curious Case Of Horseracing Data Caught In A Tangled Web Of Relationships – The Racing Partnership Ltd V. Sports Information Services Ltd [2020] Ewca Civ 1300, Cheng Lim Saw Jun 2021

The Curious Case Of Horseracing Data Caught In A Tangled Web Of Relationships – The Racing Partnership Ltd V. Sports Information Services Ltd [2020] Ewca Civ 1300, Cheng Lim Saw

Research Collection Yong Pung How School Of Law

This paper comments on the recent split decision of the English Court of Appeal in The Racing Partnership Ltd v. Sports Information Services Ltd [2020] EWCA Civ 1300 concerning the common law action for misuse of confidential information. Although the majority overturned the decision of the trial judge and found in favour of the defendant, this author will explain why the conclusion reached by the dissenting judge is the more compelling.


Understanding Post-Employment Obligations Of Confidence And Confidentiality In Compilations Of Data, Cheng Lim Saw, Zheng Wen Samuel Chan Apr 2021

Understanding Post-Employment Obligations Of Confidence And Confidentiality In Compilations Of Data, Cheng Lim Saw, Zheng Wen Samuel Chan

Research Collection Yong Pung How School Of Law

This article closely examinesn two specific areas in the law of confidence. The first concerns erstwhile employer-employee relationships and the various obligations of confidentiality that may bind an employee-including individuals who find themselves in positions analogous to employees-after the contract of employment has come to an end.


Law And Covid-19, Aurelio Gurrea-Martinez, Yihan Goh, Mark Findlay Oct 2020

Law And Covid-19, Aurelio Gurrea-Martinez, Yihan Goh, Mark Findlay

Research Collection Yong Pung How School Of Law

This book is a collection of essays from scholars at Singapore Management University School of Law analysing the challenges and implications of COVID-19 from the perspective of different areas of law, including private law, corporate law, insolvency law, data protection, financial laws, public law, privacy law, commercial law, constitutional law, law and technology, and dispute resolution. It also analyses how the COVID-19 pandemic will affect the judicial system, the study of law, and the future of the legal profession. Beyond considerations of the pandemic’s influence on law and legal service delivery the authors consider how law can help facilitate the …


Rethinking Mistake In The Age Of Algorithms, Vincent Ooi, Kian Peng Soh Sep 2020

Rethinking Mistake In The Age Of Algorithms, Vincent Ooi, Kian Peng Soh

Research Collection Yong Pung How School Of Law

In our previous note: Cryptocurrencies and Code before the Courts ((2019) 30(3) King’s Law Journal 331 - 337), we discussed the Singapore International Commercial Court (High Court)’s decision in B2C2 Ltd v Quoine Pte Ltd. The case subsequently went on appeal, and the Singapore International Commercial Court (Court of Appeal), by a majority, affirmed the decision of the lower court in Quoine v B2C2 (“Quoine”). The case of Quoine represents the first time an apex court in the Commonwealth has ruled on the applicability of contractual principles to situations involving automated trading software. In our recent case note: Rethinking Mistake …


Rethinking Mistake In The Age Of Algorithms: Quoine Pte Ltd V B2c2 Ltd, Vincent Ooi, Kian Peng Soh Sep 2020

Rethinking Mistake In The Age Of Algorithms: Quoine Pte Ltd V B2c2 Ltd, Vincent Ooi, Kian Peng Soh

Research Collection Yong Pung How School Of Law

Good traders remove emotion from the decision-making process. Automated trading algorithms have enabled this, allowing one to trade round the clock, and without the constant need to monitor one’s investments. But software has gremlins. Given the vast amounts of money involved in such trades, it was only a matter of time before disputes involving automated trading software came before the courts. The decision in Quoine v B2C2 (“Quoine”) represents the first time an apex court in the Commonwealth has ruled on the applicability of contractual principles to situations involving automated trading software.


“In Case Of Emergency, Break Contract”? The Case For A Unified Regime For Changed Circumstances In Singapore Contract Law, Nicholas Liu Sep 2020

“In Case Of Emergency, Break Contract”? The Case For A Unified Regime For Changed Circumstances In Singapore Contract Law, Nicholas Liu

Research Collection Yong Pung How School Of Law

It has been accurately observed that the incremental nature of the common law’s development makes it inherently unsuited to dealing with unprecedented crises.208 This is particularly true of what I shall refer to (for convenience) as the law of changed circumstances, which in the common law regime comprises the doctrine of frustration and the operation of force majeure clauses, but could potentially encompass other doctrines and issues as well.209 I suggest that in this area, the flaws of the common law run deeper and broader than its inability to respond quickly to unprecedented crises. Rather, from a lay user’s point …


Neither Contract Nor Tort: Salomon Triumphant?, Kwan Ho Lau Feb 2020

Neither Contract Nor Tort: Salomon Triumphant?, Kwan Ho Lau

Research Collection Yong Pung How School Of Law

This is a note on three cases: Palmer Birch v Lloyd [2018] 4 WLR 164, Gruber v AIG Management France SA [2018] EWHC 3030 (Comm) and Bumi Armada Offshore Holdings Ltd v Tozzi Srl [2019] 1 SLR 10.


Holding Company's Liability For Inducing Its Subsidiary's Contractual Breach, Pearlie M. C. Koh Jan 2020

Holding Company's Liability For Inducing Its Subsidiary's Contractual Breach, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

A decision by a company to breach a contract is necessarily made on its behalf by one or more natural persons. Although the relevant decision-makers may be said to have “procured” the company’s breach of contract, there is authority, albeit not without detractors (see Welsh Development Agency v Export Finance Co Ltd [1992] B.C.L.C. 148; [1992] B.C.C. 270), for the proposition that these individuals are not to be made liable in the tort of inducing breach of contract, provided they had acted in good faith and within the scope of their authority (Said v Butt [1920] 3 K.B. 497). As …


Contracts Formed By Software: When Things Go Wrong, Vincent Ooi Nov 2019

Contracts Formed By Software: When Things Go Wrong, Vincent Ooi

Research Collection Yong Pung How School Of Law

The use of software in contract formation is likely to become increasingly pervasive in light of the digital economy. Consequently, software can also be expected to exhibit greater autonomy and take on increasingly complex transactions and contract negotiations. It is important that a legally coherent, fair, certain and economically justified approach be taken to regulate such contracts.A ‘contracting problem’ arises when software is used to autonomously enter into contracts without human input. The formation of a valid contract requires, inter alia, an agreement between two or more parties, where each party exhibits an objective intention to be legally bound (the …


A Reformulated Test For Unconscionability, Vincent Ooi, Walter Yong Jun 2019

A Reformulated Test For Unconscionability, Vincent Ooi, Walter Yong

Research Collection Yong Pung How School Of Law

Apart from its interesting facts, this case, BOM v BOK [2018] SGCA 83, is significant for its rejection of a “broad” doctrine of unconscionability, the existence of which has been a matter of some debate in English law, and which has been accepted in Australia (see Commercial Bank of Australia Ltd v Amadio (1983) 151 C.L.R. 447; (1983) 46 A.L.R. 402). It also proposes a new test for the doctrine of unconscionability that is narrower than Amadio, based on the requirements inCresswell v Potter [1978] 1 W.L.R. 255. The test for unconscionability in English law has been a matter of …


Recovering Misdirected Trust Assets In The Face Of Torrens Indefeasibility, Alvin W. L. See Jun 2019

Recovering Misdirected Trust Assets In The Face Of Torrens Indefeasibility, Alvin W. L. See

Research Collection Yong Pung How School Of Law

Where misdirected trust asset consists of, or becomes invested in,registered land, whether the beneficiary could recover it from the recipient isdoubtful given that the Torrens system, through the principle ofindefeasibility, effects a substantial reversal of the priority rules under thegeneral law. The key to unravelling the seemingly contradictory cases on thistopic is to be sensitive to the diversity in drafting and interpretation of thedifferent Torrens legislations, with particular focus on whether the principleof indefeasibility also protects registered volunteers. Through a comparative studyof the Torrens jurisdictions in Australia and Singapore, this article highlightshow the position differs from jurisdiction to jurisdiction and …


Equitable Fraud – Some Personal Reminiscences And Reflections, Andrew B.L. Phang Jan 2019

Equitable Fraud – Some Personal Reminiscences And Reflections, Andrew B.L. Phang

Research Collection Yong Pung How School Of Law

I would like to thank the conference organisers for their very kind invitation. It is a great privilege and honour to be amongst such an august gathering of legal scholars. I would like to begin by noting that the international nature of this Conference is emblematic of the nature of legal discourse today — in particular, the importance of comparative analysis. I have, in fact, dealt with this point elsewhere in the context of the law of remedies.1 In particular, Singaporean courts often engage in (to borrow the title of the late Lord Goff of Chieveley’s justly famous Maccabaean Lecture …


Contract Law In Commonwealth Countries: Uniformity Or Divergence?, Andrew B.L. Phang, Yihan Goh Jan 2019

Contract Law In Commonwealth Countries: Uniformity Or Divergence?, Andrew B.L. Phang, Yihan Goh

Research Collection Yong Pung How School Of Law

The present article examines - through a consideration of developments in the most recent and most topical areas of contract law - whether and in what areas the contract law of various Commonwealth jurisdictions has diverged (in the main, from English law) and, more importantly, why such divergence has occurred. It also considers areas where there has been both flux and divergence in the sense that there is both uncertainty in development as well as divergence between jurisdictions (notably, in discharge by breach of contract, unconscionability as well as emerging categories of contractual damages). The article also attempts, in explaining …


Gst Contract Review, Vincent Ooi Dec 2018

Gst Contract Review, Vincent Ooi

Research Collection Yong Pung How School Of Law

GST contract review—overviewTax lawyers are often asked to review a commercial contracts from a Goods Services Tax (“GST”) perspec-tive. This note focuses on contracts for the supply of services or goods, and not a contract for the sale and purchase of a business.Understanding the GST consequences of the contractThe contract that you are asked to review will usually contain a GST clause, but it is insufficient to look only at that clause. As further explained in Practice Note: How to review a commercial contract for GST purposes, you should also review the whole contract so that you can establish:• What …


Non-Delegable Duty After Tiong Aik, Kee Yang Low, Ian Hao Ran Mah Dec 2017

Non-Delegable Duty After Tiong Aik, Kee Yang Low, Ian Hao Ran Mah

Research Collection Yong Pung How School Of Law

The subject of non-delegable duty has troubled courts for some time. The recent UKSC decision in Woodland v STA has clarified the law somewhat. In the recent decision MCST No. 3322 v Tiong Aik, the Singapore Court of Appeal endorsed the UK position and made clarifications on the Singapore position. This article examines the Singapore position as expressed by the SGCA.


Joinder Of Equitable Assignors Of Equitable And Legal Choses In Action, Chee Ho Tham Nov 2017

Joinder Of Equitable Assignors Of Equitable And Legal Choses In Action, Chee Ho Tham

Research Collection Yong Pung How School Of Law

It is commonly accepted that equitable assignees of equitable choses in action may sue obligors of such choses without joining the assignors, and that joinder of equitable assignors of legal choses arising from contract may also be dispensed with, given William Brandt's Sons & Co v Dumlop Rubber Co. This article suggests that the former results from the application of res judicata principles by a court acting within its equitable jurisdiction, and that Brandt's is better understood as having been decided within the court's equitable jurisdiction. Consequently, this paper shows that the law on joinder of equitable assignors is consistent …


Lord Denning’S Influence On Contract Formation In Singapore: An Overdue Demise?, Chia Ming Lee, Kenny Chng Oct 2017

Lord Denning’S Influence On Contract Formation In Singapore: An Overdue Demise?, Chia Ming Lee, Kenny Chng

Research Collection Yong Pung How School Of Law

In a series of inconsistent decisions by the Singapore courts on contract formation in continuing negotiations cases, Lord Denning’s broad approach—which does away with the traditional offer and acceptance analysis—appears to have been simultaneously adopted and rejected. This article suggests that the continued uncertainty in Singapore regarding the scope of application of the traditional approach and Lord Denning’s approach arises from a conflation of both as being substantially similar. This article further argues that both approaches are conceptually and practically distinct. A better way forward for Singapore law in the area of contract formation in continuing negotiations cases, having regard …


Smart Contracts: Terminology, Technical Limitations And Real World Complexity, Eliza Mik Oct 2017

Smart Contracts: Terminology, Technical Limitations And Real World Complexity, Eliza Mik

Research Collection Yong Pung How School Of Law

If one is to believe the popular press and many “technical writings,” blockchains create not only a perfect transactional environment but also obviate the need for banks, lawyers and courts. The latter will soon be replaced by smart contracts: unbiased and infallible computer programs that form, perform and enforce agreements. Predictions of future revolutions must, however, be distinguished from the harsh reality of the commercial marketplace and the technical limitations of blockchains. The fact that a technological solution is innovative and elegant need not imply that it is commercially useful or legally viable. Apart from attempting a terminological “clean-up” surrounding …


Concurrent Liability In Tort And Contract, Yihan Goh, Man Yip Aug 2017

Concurrent Liability In Tort And Contract, Yihan Goh, Man Yip

Research Collection Yong Pung How School Of Law

This articleexamines the understanding of concurrent liability in tort and contract,through a detailed analysis of the interplay, intersection and independence of thelaw of torts and the law of contract. The central argument that will beadvanced is that the present understanding of the ‘incident rules’ inconcurrent liability in tort and contract, such as the applicable rules ofremoteness or limitation, is inconsistent with the rationale for concurrencelaid down in Henderson v MerrettSyndicates Ltd. Rather than analyse concurrence as a single situation, thatis, conceiving it as a contest between rules of tort or contract rules, we arguethat the better way forward is to …


Convergence Between Australian Common Law And English Common Law: The Rule Against Penalties In The Age Of Freedom Of Contract, Man Yip, Yihan Goh Mar 2017

Convergence Between Australian Common Law And English Common Law: The Rule Against Penalties In The Age Of Freedom Of Contract, Man Yip, Yihan Goh

Research Collection Yong Pung How School Of Law

This note discusses the High Court of Australia decision of Paciocco v Australia and New Zealand Bank Group Limited on the rule against penalty clauses and situates its importance in light of the UK Supreme Court decision of Cavendish Square Holding BV v Talal El Makdessi and Beavis v ParkingEye Ltd.
It compares the analytical frameworks laid down in the two cases and
points out some unresolved issues in this area of law even following
these cases.


Unauthorised Fiduciary Gains And The Constructive Trust, Alvin W. L. See Dec 2016

Unauthorised Fiduciary Gains And The Constructive Trust, Alvin W. L. See

Research Collection Yong Pung How School Of Law

This article challenges the traditional assumption that all cases of unauthorised fiduciary gain warrant the same legal treatment, in particular the imposition of a constructive trust as a disgorgement remedy. It proposes a method of categorising the cases and ranking them based on the strength of the principal’s interest. It is suggested that in cases where the principal’s interest is not particularly strong, there is room for taking into account the interests of innocent third parties and affording them the necessary protection. For this purpose, the remedial constructive trust supplies the needed flexibility.