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Articles 121 - 150 of 169
Full-Text Articles in Commercial Law
Product Suitability, Due Diligence And Management Responsibility: The New Regime Of Regulation 18b Of The Financial Advisers Regulations, Kee Yang Low
Research Collection Yong Pung How School Of Law
In response to the structured products crisis of 2008, many changes were made to the Singapore regulatory landscape over the past three years. More recently, in July 2011, the Financial Advisers Regulations (Cap 110, Rg 2, 2004 Rev Ed) was amended and an important new provision – reg 18B – was added. Regulation 18B requires a financial adviser and its senior management to conduct a comprehensive due diligence exercise before selling a new product. This comment considers reg 18B’s overall scheme, its interpretational difficulties, the demands of the diligence requirements, its interrelation with s 27 of the Financial Advisers Act …
Transnational Public Policy In Civil And Commercial Matters, Adeline Swee Ling Chong
Transnational Public Policy In Civil And Commercial Matters, Adeline Swee Ling Chong
Research Collection Yong Pung How School Of Law
No abstract provided.
Agency And Partnership Law [2011], Pearlie M. C. Koh, Stephen Noel Henry Bull
Agency And Partnership Law [2011], Pearlie M. C. Koh, Stephen Noel Henry Bull
Research Collection Yong Pung How School Of Law
The laws relating to the creation of an agency, implied authority, holding out and apparent authority, duties of the agent in relation to Agency law are discussed. The laws relating to partnership law and issues such as relationship of partners to third parties, relationships of partners between themselves and capacity to be a partner are highlighted.
The Resurgence Of Uncorporation: The Business Trust In Singapore, Hang Wu Tang
The Resurgence Of Uncorporation: The Business Trust In Singapore, Hang Wu Tang
Research Collection Yong Pung How School Of Law
The business trust has enjoyed resurgence in Singapore following the enactment of the Business Trusts Act. In March 2011, a high profile initial public offering in Singapore involving a business trust raised a staggering US $5.5 billion making this one of the world’s largest initial public offering of the year. Further, Hong Kong telecommunication company, PCCW Ltd has also offered a business trust via a stapled security structure in November 2011. Yet the business trust is not widely understood by many lawyers. Thus, one of the aims of this paper is to provide a description of the business trust as …
The "Party Scope" Of Exclusive Jurisdiction Clauses: Global Partners Fund Ltd V Babcock & Brown Ltd, Adeline Chong
The "Party Scope" Of Exclusive Jurisdiction Clauses: Global Partners Fund Ltd V Babcock & Brown Ltd, Adeline Chong
Research Collection Yong Pung How School Of Law
Coherency in international litigation and upholding exclusive jurisdiction clauses, for the most part, work hand in hand. Courts generally take jurisdiction on very wide and exorbitant grounds. There is therefore the ever-present risk of irreconcilable judgments stemming from multiple courts hearing disputes arising from the same transaction or state of affairs. One way in which such a risk is averted is by giving effect to exclusive jurisdiction clauses where parties have included such clauses into their contracts. Thus, when faced with an action brought in breach of an exclusive jurisdiction clause in favour of another forum, the starting position is …
Explaining Contractual Remoteness In Singapore, Yihan Goh
Explaining Contractual Remoteness In Singapore, Yihan Goh
Research Collection Yong Pung How School Of Law
The Singapore Court of Appeal (the Court of Appeal) has in MFM Restaurants Pte Ltd v Fish & Co Restaurants Pte Ltd rejected Lord Hoffinann's assumption of responsibility test (articulated in The Achilleas) to determine whether damages are too remote in a contractual claim. The Court of Appeal, however, retained assumption of responsibility as a concept to explain the orthodox test for remoteness as embodied in Hadley v Baxendale. To that extent, it expressly accepted Lord Hoffmann's approach in The Achilleas in so far as the concept of assumption of responsibility is already incorporated or embodied in both limbs of …
Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull
Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull
Research Collection Yong Pung How School Of Law
No abstract provided.
The Shareholder’S Personal Claim: Allowing Recovery For Reflective Loss, Pearlie Koh
The Shareholder’S Personal Claim: Allowing Recovery For Reflective Loss, Pearlie Koh
Research Collection Yong Pung How School Of Law
An absolute application of the no reflective loss principle can result in unfairness. As such, retaining judicial discretion in the area will do much to ensure that genuine causes are not denied remedy. However, even as our courts appear prepared to allow a shareholder to recover for reflective loss, it is important that corporate autonomy is accorded due respect, and not be obscured by an overconsideration of policy concerns. To ensure this, the courts should allow recovery only if the right asserted by the shareholder is one that is separate and independent of the company’s right.
Advertising Law And Regulation, Chao-Hung Christopher Chen
Advertising Law And Regulation, Chao-Hung Christopher Chen
Research Collection Yong Pung How School Of Law
No abstract provided.
Advertising Law And Regulation By Giles Crown, Oliver Bray And Rupert Earle [Book Review], Christopher Chao-Hung Chen
Advertising Law And Regulation By Giles Crown, Oliver Bray And Rupert Earle [Book Review], Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
No abstract provided.
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd, Chee Ho Tham
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd, Chee Ho Tham
Research Collection Yong Pung How School Of Law
This case note examines the most recent attempt by the Court of Appeal to provide further guidance on: (a) how the doctrine of discharge of contract by breach operates when both parties are in breach of their contract obligations; and (b) when a promisee is entitled to rely on an alternate basis to justify its election to discharge a contract for the promisor’s breach when the basis originally relied upon and communicated to the promisor is ultimately found to be legally insufficient.
In Defense Of The No Discharge After Notice Rule: A Reply, Chee Ho Tham
In Defense Of The No Discharge After Notice Rule: A Reply, Chee Ho Tham
Research Collection Yong Pung How School Of Law
Mr Trukhtanov has made his own summary of and response to my own account of equitable (and statutory) assignment, and how notice of assignment operates within them. Having been reminded of how the cases on the topic are usually understood, readers will have to make up their own minds. While there is, always, room for further thought, it is important not to lose sight of two fairly important distinctions. Where A is the debtor, B is the creditor, and C is an assignee to whom B has assigned the chose in action arising from A’s debt obligation, a distinction should …
The New International Arbitration (Amendment) Bill – A Broader Framework For Interim Relief Or Just A Tune-Up?, Mahdev Mohan, Eu-Yen Tay
The New International Arbitration (Amendment) Bill – A Broader Framework For Interim Relief Or Just A Tune-Up?, Mahdev Mohan, Eu-Yen Tay
Research Collection Yong Pung How School Of Law
Singapore aspires to retain its place as a trusted arbitration hub for commercial parties all around the world. The recently proposed amendments to the International Arbitration Act seek to bring Singapore closer to meeting international standards in relation to the arbitration procedure. While the initiative should be applauded, those amendments relating to interim measures fall somewhat short of expectations of a new, broader framework of curial assistance in aid of arbitration. This article explores the uncertainties that could arise from the proposed amendments, either because of phrasing or of an omission to embrace the Model Law. It is hoped that …
Agency And Partnership Law [2009], Pearlie Koh, Stephen Bull
Agency And Partnership Law [2009], Pearlie Koh, Stephen Bull
Research Collection Yong Pung How School Of Law
The laws relating to the creation of an agency, implied authority, holding out and apparent authority, duties of the agent in relation to Agency law are discussed. The laws relating to partnership law and issues such as relationship of partners to third parties, relationships of partners between themselves and capacity to be a partner are highlighted.
Notice Of Assignment And Discharge By Performance, Chee Ho Tham
Notice Of Assignment And Discharge By Performance, Chee Ho Tham
Research Collection Yong Pung How School Of Law
Notice plays an important role in the equitable assignment of legal choses in action, such as a contractual debt. As noted in a recent treatise, once the debtor is given notice of the equitable assignment: (i) should she pay the sum owed to her creditor, she is not discharged from her obligation but will have to make payment again to the assignee [the 'no discharge after notice' rule]; (ii) the assignee’s right against the debtor has priority against subsequent assignments by the assignor, in order of precedence of notice [the rule as to priorities]; and (iii) the debtor is no …
The Constructive Trust In Singapore: Five Persistent Puzzles, Hang Wu Tang
The Constructive Trust In Singapore: Five Persistent Puzzles, Hang Wu Tang
Research Collection Yong Pung How School Of Law
This paper investigates some persistent difficulties surrounding the constructive trust. The five persistent puzzles relating to the constructive trust that are considered in this paper are: the terminology puzzle, the institutional and remedial puzzle, the explanatory puzzle, the bankruptcy puzzle and the Torrens puzzle. It is the author’s thesis that these five enduring puzzles must be addressed and ultimately unravelled in order to ensure the coherent development of the law in this area.
From ‘Made In China’ To ‘Sold In China’, Henry S. Gao
From ‘Made In China’ To ‘Sold In China’, Henry S. Gao
Research Collection Yong Pung How School Of Law
Two years ago, I wrote about a special program called ‘Made in China’, produced by CNN in the wake of the tainted milk scandal. Last month, CNN started to air another ‘Made in China’ program. No it is not that the last program was so popular that they want to bring it back. Instead the new one is a thirty second commercial rumored to have been financed by China’s Ministry of Commerce (who later denied this) in an effort to promote Chinese products.
The Company And Its Directors As Co-Conspirators, Pey Woan Lee
The Company And Its Directors As Co-Conspirators, Pey Woan Lee
Research Collection Yong Pung How School Of Law
In Nagase Singapore Pte Ltd v Ching Kai Huat and Lim Leong Huat v Chip Hup Hup Kee Construction Pte Ltd, the High Court of Singapore affirmed the proposition that a company may, like a natural person, conspire with its director to inflict harm on a third person even if the latter is its “directing mind and will”. In both cases, the courts’ focus was directed at a conceptual enquiry, ie, whether a company, whose “mind” is the same as that of its director, could properly be said to have “combined” or “agreed” to conspire. This article argues, however, that …
Case Comment: Robertson Quay Investment Pte Ltd V Steen Consultants Pte Ltd, Yihan Goh
Case Comment: Robertson Quay Investment Pte Ltd V Steen Consultants Pte Ltd, Yihan Goh
Research Collection Yong Pung How School Of Law
In recent times, the venerable principles relating to remoteness of damage in contract have undergone a period of sustained re-evaluation. Key amongst this exercise is the House of Lords’ decision in Transfield Shipping Inc v Mercator Shipping Inc—referred to as ‘The Achilleas’, which represents a fundamental shift in the understanding of remoteness principles. Caught in the winds of The Achilleas is the considered judgment of the Singapore Court of Appeal in Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd.In direct contrast with some of the speeches in The Achilleas, the judgment delivered by Andrew Phang JA in Robertson …
Information Disclosure, Risk Trading And The Nature Of Derivative Instruments: From Common Law Perspective, Christopher Chao-Hung Chen
Information Disclosure, Risk Trading And The Nature Of Derivative Instruments: From Common Law Perspective, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
This paper explores issues of pre-contractual disclosure for derivative instruments, of which this paper describes as contracts to trade risks, in the UK and US. While there is no general duty of disclosure in common law, this paper focuses on whether there should be a duty of disclosure for derivative instruments by comparing with securities law and insurance law. This paper argues that mandatory disclosure in the securities market cannot be extended to exchange-traded futures contracts (save where securities are involved) because of the nature of securities. In addition, this paper argues that derivative instruments, though similar to insurance in …
Compromising On Consideration In Singapore: Gay Choon Ing V Loh Sze Ti Terence Peter, Yihan Goh
Compromising On Consideration In Singapore: Gay Choon Ing V Loh Sze Ti Terence Peter, Yihan Goh
Research Collection Yong Pung How School Of Law
It is not often that a judgment contains a reference to Aristotle’s work or a coda at its conclusion. The recent Singapore Court of Appeal judgment of Gay Choon Ing v Loh Sze Ti Terence Peter (delivered by Andrew Phang JA) contained both, the latter of which an extensive judicial exposition on the difficulties (and tentative solutions) relating to the contractual doctrine of consideration. This re-evaluation of consideration at the slightest opportunity is unsurprising, given the conceptual problems that have afflicted the doctrine.There have been various judicial solutions, generally capable of classification into two distinct types: first, through an internal …
The Boundary Of Futures Regulation: From U.K. And U.S. Judgments Regarding Commodity Forward Contracts, Christopher Chao-Hung Chen
The Boundary Of Futures Regulation: From U.K. And U.S. Judgments Regarding Commodity Forward Contracts, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
No abstract provided.
The Nature Of Torrens Indefeasibility: Understanding The Limits Of Personal Equities, Kelvin F. K. Low
The Nature Of Torrens Indefeasibility: Understanding The Limits Of Personal Equities, Kelvin F. K. Low
Research Collection Yong Pung How School Of Law
Torrens registration has revolutionised land law, in particular the law of conveyancing. However, the precise scope of Torrens indefeasibility — which lies at the heart of the system — remains poorly understood, especially in respect of its relationship to the so-called ‘personal equities’ exception. The key to disentangling this web of confusion lies in accepting that personal equities, properly understood, do not actually form an exception to indefeasibility at all. The two concepts operate on completely different planes. In practical terms, this means that three crucial points must be understood. First, the Torrens system is intended to prevent adverse claims …
The Relevance And Value Of Confucianism In Contemporary Business Ethics, Gary Kok Yew Chan
The Relevance And Value Of Confucianism In Contemporary Business Ethics, Gary Kok Yew Chan
Research Collection Yong Pung How School Of Law
This article examines the relevance and value of Confucian Ethics to contemporary Business Ethics by comparing their respective perspectives and approaches towards business activities within the modern capitalist framework, the principle of reciprocity and the concept of human virtues. Confucian Ethics provides interesting parallels with contemporary Western-oriented Business Ethics. At the same, it diverges from contemporary Business Ethics in some significant ways. Upon an examination of philosophical texts as well as empirical studies, it is argued that Confucian Ethics is able to provide some unique philosophical and intellectual perspectives in order to forge a richer understanding and analysis of the …
Choice Of Law For Unjust Enrichment/Restitution And The Rome Ii Regulation, Adeline Chong
Choice Of Law For Unjust Enrichment/Restitution And The Rome Ii Regulation, Adeline Chong
Research Collection Yong Pung How School Of Law
After being considered as niche territory for a long period, conflicts of law and restitution has provided a fertile ground for exposition in recent times. Whilst some development on the jurisdictional front has occurred, choice of law has lagged behind somewhat as, in England at least, no one seemed to be quite sure what was or should be the choice of law rule for restitutionary claims. However, the Regulation of the European Parliament and of the Council on the law applicable to non-contractual obligations (commonly known as the Rome II Regulation) has now entered into force and will apply from …
Settlement Agreements As Defences To Unjust Enrichment Claims, Hang Wu Tang
Settlement Agreements As Defences To Unjust Enrichment Claims, Hang Wu Tang
Research Collection Yong Pung How School Of Law
There is unanimity that where there is a contract of settlement, an unjust enrichment claim is barred. However, there is uncertainty in this area because it is sometimes quite difficult to determine whether a contract of settlement has been concluded between the parties. This essay will consider the various tests for determining the boundaries of a settlement contract. In the absence of an express settlement agreement, the argument made in this paper is that the most satisfactory and practical approach to deciding whether there is an implied settlement agreement is to focus on whether the payor was consciously aware of …
Unjust Enrichment Within A Valid Contract: A Close Look At Roxborough V. Rothmans Of Pall Mall Australia Ltd, Hang Wu Tang
Unjust Enrichment Within A Valid Contract: A Close Look At Roxborough V. Rothmans Of Pall Mall Australia Ltd, Hang Wu Tang
Research Collection Yong Pung How School Of Law
This paper examines the decision of the High Court of Australia, Roxborough v Rothmans of Pall Mall Australia Ltd. In particular, this paper interrogates the suggestion by some English commentators that the principle of unjust enrichment ought to apply in this case. This suggestion is controversial because this case is a situation where there was a valid contract between [*2] the parties. In this paper, the central argument advanced is a negative thesis: the unjust enrichment principle is inappropriate as a framework of analysis in the Roxborough context. In a situation like Roxborough, there are two hurdles before the unjust …
Rationalising Re Hastings-Bass: A Duty To Act On Proper Bases, Hang Wu Tang
Rationalising Re Hastings-Bass: A Duty To Act On Proper Bases, Hang Wu Tang
Research Collection Yong Pung How School Of Law
In recent times, the courts have increasingly invoked the power to undo the adverse consequences caused by a trustee's acts in certain circumstances. The basis for such an intervention is premised on the so-called rule in Re Hastings-Bass.1 This development has generated enormous interest in terms of case law and essays from the judiciary, legal academy and practising lawyers. Commentators are divided on whether Re Hastings-Bass has a sound jurisprudential foundation. The thesis of this paper is that Re Hastings-Bass is best understood as a doctrine based on a trustee's duty to act on proper bases and not one premised …
Unlawful Dividends, Unjust Enrichment, And The Defence Of Change Of Position, Cecil Duncan Macrae
Unlawful Dividends, Unjust Enrichment, And The Defence Of Change Of Position, Cecil Duncan Macrae
Research Collection Yong Pung How School Of Law
Economic analysis is applied to determining the effect of the change of position defense on the question of whether an innocent shareholder receiving an unlawful, mistaken dividend should be liable under English restitution law as the result of unjust enrichment. The analysis builds on and extends previous economics analysis of mistaken money transfers under restitution law. The conclusion of the analysis of the change of position defense is that unjust enrichment liability with the defense should not be extended to unlawful, mistaken dividends, even if the factors for unjust enrichment are present.
Restitution, Tiong Min Yeo
Restitution, Tiong Min Yeo
Research Collection Yong Pung How School Of Law
Little of significance was decided on the law of restitution in 2004. There was nevertheless a smattering of cases dealing with points relevant to the principles of the law of restitution, sometimes directly, and sometimes indirectly.