Contract Smart (2nd Edition)

Kevin Chua

Description

Are you a business person who wants to learn about contract law and how it relates to practical issues? If so, this new and fully updated second edition of Contract Smart has been written with you in mind. It is targeted at the educated business professional who wants a balanced approach in a book on Singapore law - more than the bare basics of contract law but without too many technicalities as presented in books for lawyers and law students. And most importantly, there is emphasis on the practical business aspects of contract law. This book covers essential topics such as: How to make contracts. Deciding on form and formalities in contracts. The parties who have rights under a contract. The nuances in the different types of contractual terms and conditions. The situations that could make a contract voidable or void. How contracts should be performed. Making variations to contracts. The various options if a contract is breached. Dealing with contracts involving parties in other countries. The Author Kevin Chua has been a lawyer in both the public sector and private practice for the past 20 years. As a legal officer posted to the then-Registry of Companies and Businesses, now the Accounting and Corporate Regulatory Authority (ACRA), and dealing with members of the public every day, Kevin witnessed first-hand how ordinary citizens can frequently be affected not just by the criminal law everyone knows from television (today, mostly from Netflix) but also the laws that govern our daily lives. After his formative years in ACRA, Kevin practiced corporate and commercial law in the private sector in Singapore law firms and as an in-house counsel, as well as several years in the Monetary Authority of Singapore where he dealt with a wide range of legal and regulatory matters. Now with Yuen Law LLC, Kevin advises on financial regulatory matters and has a special interest in payment services and cryptocurrencies.

Sujets

• Droit et juridique
• Contract
• Singapore
• Singapour

Informations

• Publié par: Marshall Cavendish International
• Date de parution: 28 février 2022
• Nombre de lectures: 0
• EAN13: 9789815009996
• Langue: English

Extrait

Sections of Contract Smart (Second Edition) were based on materials drawn from the first edition of Contract Smart written by Tan Soon Meng.
2022 Marshall Cavendish International (Asia) Private Limited
Text Kevin Chua
Published by Marshall Cavendish Business
An imprint of Marshall Cavendish International

All rights reserved
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National Library Board, Singapore Cataloguing in Publication Data
Name(s): Chua, Kevin.
Title: Contract smart : understanding contract law in Singapore / Kevin Chua.
Description: Second edition. | Singapore : Marshall Cavendish Business, [2022]
Identifier(s): e-ISBN 978 981 5009 99 6
Subject(s): LCSH: Contracts--Singapore. | Commercial law--Singapore.
Classification: DDC 346.595702 --dc23
Printed in Singapore
To my Lord and Saviour ,
my mother, Irene Loh, who had always wanted to be a lawyer ,
an ambition now fulfilled by her son ,
and my father, Chua Hung Joung .
Contents
Table of Cases
Table of Statutes
Preface
Preface to the first edition
Introduction
PART I: PRELIMINARY
1 It s not just Business, It s also Personal
QUESTIONS CONCERNING CONTRACT LAW
2 An Overview of the Contracting Process
PRELIMINARY
FORMATION OF CONTRACTS
PARTIES TO A CONTRACT
CONTENTS OF CONTRACTS
VITIATING FACTORS
PERFORMANCE, VARIATION, DISCHARGE AND BREACH OF CONTRACTS
REMEDIES FOR BREACH OF CONTRACT
INTERNATIONAL CONTRACTS
3 Sources of Contract Law
CASES
STATUTES
LINK BETWEEN CASES AND STATUTES
CONCLUSION
SINGAPORE S COURT SYSTEM
PART II: FORMATION OF CONTRACTS REQUIREMENTS
4 Offer and Acceptance
FORMATION OF A CONTRACT
OFFER
ACCEPTANCE
OFFER AND ACCEPTANCE: AGREEMENT
CONCLUSION
5 Consideration
GENERAL RULE ON CONSIDERATION
WHAT EXACTLY IS CONSIDERATION ?
TYPES OF CONSIDERATION
RULES AFFECTING CONSIDERATION
CONCLUSION
6 Intention to Create Legal Relations
PRESUMPTIONS IN DETERMINING INTENTION TO CREATE LEGAL RELATIONS
IS THERE A CONTRACT?
CONCLUSION
7 Form of Contracts
MOST CONTRACTS NEED NOT BE WRITTEN TO BE VALID
CONTRACTS TO BE MADE BY DEED
CONTRACTS TO BE MADE IN WRITING
CONTRACTS TO BE EVIDENCED IN WRITING
ELECTRONIC CONTRACTS
LEGAL LANGUAGE
CONCLUSION
PART III: PARTIES TO A CONTRACT
8 Capacity to Contract
VALIDITY OF CONTRACTS MADE BY THOSE WITHOUT CAPACITY
MINORS
DRUNKEN PEOPLE
MENTALLY INCAPABLE PEOPLE
COMPANIES AND OTHER SEPARATE LEGAL ENTITIES
CONCLUSION
9 Privity of Contract and Rights of Third Parties
GENERAL RULE ON PRIVITY OF CONTRACT
UNFAIRNESS OF GENERAL RULE
EXCEPTIONS TO RULE
CONCLUSION
PART IV: CONTENTS OF CONTRACTS
10 Terms of Contracts
TERMS
TERMS AS COMPARED TO PUFFS AND MERE REPRESENTATIONS
EXPRESS AND IMPLIED TERMS
CONDITIONS, WARRANTIES AND INNOMINATE TERMS
CONCLUSION
11 Incorporation of Terms
INCORPORATION BY SIGNATURE
INCORPORATION BY NOTICE
INCORPORATION BY A COURSE OF DEALING
INCORPORATION BY CUSTOM AND USAGE
CONCLUSION
12 Implied Terms
TERMS IMPLIED BY STATUTE
TERMS IMPLIED BY CUSTOM AND USAGE
TERMS IMPLIED BASED ON A COURSE OF DEALING BETWEEN PARTIES
TERMS IMPLIED IN FACT
TERMS IMPLIED IN LAW
CONCLUSION
13 Implied Terms under Sale of Goods Act and Consumer Protection (Fair Trading) Act
TERMS IMPLIED INTO CONTRACTS BY SALE OF GOODS ACT
UNFAIR CONTRACT TERMS ACT AND EFFECT ON SALE OF GOODS
CONSUMER PROTECTION (FAIR TRADING) ACT
CONCLUSION
14 Exclusion Clauses
DO EXCLUSION CLAUSES WORK?
TERMINOLOGY
REQUIREMENTS FOR AN EXCLUSION CLAUSE TO APPLY
CONCLUSION
PART V: VITIATING FACTORS
15 Vitiating Factors
VOID AND VOIDABLE CONTRACTS
TYPES OF VITIATING FACTORS
16 Misrepresentation
WHICH REPRESENTATIONS BECOME TERMS?
CHARACTERISTICS OF A MISREPRESENTATION
TYPES OF MISREPRESENTATION
REMEDIES FOR MISREPRESENTATION
CONCLUSION
17 Mistake
VOID OR VOIDABLE CONTRACT IN A MISTAKE
COMMON MISTAKE
MUTUAL MISTAKE
UNILATERAL MISTAKE
NON EST FACTUM
CONCLUSION
18 Duress, Economic Duress, Undue Influence and Unconscionability
DURESS
ECONOMIC DURESS
UNDUE INFLUENCE
UNCONSCIONABILITY
CONCLUSION
19 Illegality
CONTRACTS ILLEGAL UNDER STATUTE LAW
CONTRACTS ILLEGAL AT COMMON LAW
CONCLUSION
20 Contracts in Restraint of Trade
GENERAL RULE - RESTRAINTS OF TRADE ARE VOID
WHEN RESTRAINT OF TRADE CAN BE JUSTIFIED
EMPLOYMENT CONTRACTS
CONTRACTS FOR SALE OF BUSINESSES
CONCLUSION
PART VI: PERFORMANCE, VARIATION, DISCHARGE AND BREACH OF CONTRACTS
21 Performance of Contracts
GENERAL RULE ON PERFORMANCE OF CONTRACTS
EXCEPTIONS TO THE GENERAL RULE
CONCLUSION
22 Variation of Contracts
CONTRACT VARIATION AND ECONOMIC DURESS
FOUR ELEMENTS OF CONTRACT FORMATION REQUIRED FOR VARIATIONS
VALID AND ENFORCEABLE VARIATIONS
VARIATIONS NOT ENFORCEABLE DUE TO LACK OF CONSIDERATION
CONCLUSION
23 Discharge of Contracts by Agreement
DISCHARGE BY BILATERAL AGREEMENT
DISCHARGE BY UNILATERAL ACTION
PRACTICAL ISSUES
CONCLUSION
24 Discharge of Contracts by Frustration
DEFINITION OF FRUSTRATION
CATEGORIES OF FRUSTRATING EVENTS
WHERE FRUSTRATION DOES NOT APPLY
EFFECTS OF FRUSTRATION
CONCLUSION
25 Discharge of Contracts by Breach
BREACH OF CONTRACT
DISCHARGE OF CONTRACT BY BREACH
WHEN THERE IS NO RIGHT OF DISCHARGE IN A BREACH
CONCLUSION
PART VII: REMEDIES FOR BREACH OF CONTRACT
26 Damages or Monetary Compensation
TYPES OF REMEDIES AVAILABLE
DAMAGES
LIQUIDATED DAMAGES
UNLIQUIDATED DAMAGES
QUANTUM MERUIT
CONCLUSION
27 Equitable Remedies
SPECIFIC PERFORMANCE
INJUNCTIONS
CONCLUSION
28 Dispute Resolution
SURRENDER
NEGOTIATION
MEDIATION
ARBITRATION
LITIGATION
CONCLUSION
29 Limitation
LIMITATION BY STATUTE
LACHES
CONCLUSION
PART VIII: INTERNATIONAL CONTRACTS
30 International Contracts
GOVERNING LAW OF CONTRACT
JURISDICTION OVER CONTRACT
ENFORCEMENT OF JUDGMENTS
AN IMPORTANT CAVEAT
CONCLUSION
Postscript: Blockchain and Smart Contracts
Glossary
About the Author
Table of Cases
Alec Lobb (Garages) Ltd v Total Oil Great Britain Ltd [1983] 1 WLR 87 (Ch D)
Ch 18
Alfred McAlpine Capital Projects Ltd v Tilebox Ltd [2005] BLR 271 (TCC)
Ch 26
Alisa Craig Fishing Co Ltd v Malvern Fishing Co Ltd (The Strathallan) [1983] 1 WLR 964 (HL)
Ch 14
Allcard v Skinner (1887) 36 Ch D 145 (EWCA)
Ch 18
Antons Trawling Co Ltd v Smith [2003] 2 NZLR 23 (NZCA)
Ch 22
Arcos Ltd v E A Ronaasen Son [1933] AC 470 (HL)
Ch 21
Associated Japanese Bank (International) Ltd v Cre dit du Nord SA [1989] 1 WLR 255 (QBD)
Ch 17
Attorney General v Blake [2001] 1 AC 268 (HL)
Ch 26
Balfour v Balfour [1919] 2 KB 571 (EWCA)
Ch 6
Barclays Bank plc v O Brien [1994] 1 AC 180 (HL)
Ch 18
Barton v Armstrong [1976] AC 106 (PC)
Ch 18
British Crane Hire Corporation v Ipswich Plant Hire Ltd [1975] QB 303 (EWCA)
Ch 11
Bell v Lever Brothers Ltd [1932] AC 161 (HL)
Ch 17
Bolton v Mahadeva [1972] 1 WLR 1009 (EWCA)
Ch 22
BOM v BOK [2019] 1 SLR 349 (SGCA)
Ch 18
Brogden v Metropolitan Railway Co [1876-77] LR 2 App Cas 666 (HL)
Ch 4
Byrne v Van Tienhoven (1880) 5 CPD 344 (CPD)
Ch 4
Canada Steamship Lines Ltd v R [1952] AC 192 (PC)
Ch 14
Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 (EWCA)
Ch 4
Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130 (KBD)
Ch 22
Chandler v Webster [1904] 1 KB 493 (EWCA)
Ch 24
Chapelton v Barry Urban District Council [1940] 1 KB 532 (EWCA)
Ch 11
Chappell Co Ltd v Nestle Co Ltd [1960] AC 87 (HL)
Ch 5
Choo Tiong Hin v Choo Hock Swee [1959] MLJ 67 (SGCA)
Ch 6
Chwee Kin Keong v Digilandmall.com Pte Ltd [2005] 1 SLR 502 (SGCA)
Ch 3, Ch 17
Creswell v Potter [1978] 1 WLR 255 (Ch D)
Ch 18
Curtis v Chemical Cleaning and Dyeing Co [1951] 1 KB 805 (EWCA)
Ch 11
Cutter v Powell (1795) 6 TR 320 (KB)
Ch 21
Datuk Ong Kee Hui v Sinyium Anak Mutit [1983] 1 MLJ 36 (FC)
Ch 19
Davis Contractors Ltd v Fareham UDC [1956] AC 696 (HL)
Ch 24
De Francesco v Barnum (1890) 45 Ch D 430 (Ch D)
Ch 8, Ch 27
Denka Advantech Private Ltd v Seraya Energy Pte Ltd [2021] 1 SLR 631 (SGCA)
Ch 26
Denny Mott Dickson Ltd v James B Fraser Co Ltd [1944] AC 265 (HL)
Ch 24
Derry v Peek (1889) 14 App Cas 337 (HL)
Ch 16
Dickinson v Dodds [1876] 2 Ch D 463 (EWCA)
Ch 4
Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor Co Ltd [1915] AC 79 (HL)
Ch 26
Dunlop Pneumatic Tyre Co Ltd v Selfridge Co Ltd [1915] AC 847 (HL)
Ch 9
Esso Petroleum v Mardon [1976] QB 801 (EWCA)
Ch 3
Felthouse v Bindley (1862) 11 CBNS 869 (CP)
Ch 4
Fibrosa Spolka Akcyjna v Fairbairn