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ONLINE ASSESSMENT (MAIN)(DIPLOMA PROGRAMMES)
Date
:
28 July 2022
Module
:
LAW0115 Business Law
Time
:
19:00 – 21:00
Duration
:
2 hours
5 + 10 pages Case Studies List
Total no. of pages :
(including this cover page)
INSTRUCTIONS TO CANDIDATES:
1.
This assessment carries a total of 100 marks. Answer ALL questions.
Section A (50 marks): 2 questions
Section B (50 marks): 2 questions
2.
Students are required to write their answers for Sections A and B on A4 papers and
take pictures of the answers and convert to PDF format, combine them to one
PDF file and upload only the combined PDF file into the Dropbox.
3.
All answers must be clearly written. Begin each question on a fresh page.
4.
This is a closed-book assessment. Please note that the answer script will be
submitted through Turnitin to detect plagiarism.
At the end of the assessment:
Please save the answer script using the file name LAW0115_XXXXX (where XXXXX
is your full name) and upload the PDF answer script in Canvas.
SIM GLOBAL EDUCATION RESERVES THE RIGHT NOT TO MARK YOUR
SCRIPT IF YOU FAIL TO FOLLOW THESE INSTRUCTIONS.
DIPL/LAW0115/Jul2022/MainEQP
Page 1 of 15
SECTION A
Question 1 (25 marks)
Angela placed an order for a leather sofa set that was described as having fully automated
recliner features. The sofa set was advertised as having advanced motion technology that
would cause the seats to glide and recline. Angela paid $18,000 for her sofa set.
The sofa set worked well after it was delivered to Angela’s home. However, the next day,
Angela discovered that the sofa made a loud creaky noise when she pressed the buttons
to recline it. Soon after, the sofa stopped reclining altogether. She contacted the seller but
the seller refused to replace the sofa nor provide a refund.
Required:
(a)
Advise Angela on the jurisdiction of the Small Claims Tribunal and whether she
could start a legal action in the Small Claims Tribunal against the seller for selling
her a defective sofa.
(9 marks)
(b)
Apart from the Small Claims Tribunal, explain to Angela which other court would
be appropriate to file the claim at.
(3 marks)
(c)
Discuss alternative dispute resolution and mediation as a form of alternative
dispute resolution.
(9 marks)
(d)
List FOUR (4) advantages of alternative dispute resolution over civil litigation.
(4 marks)
DIPL/LAW0115/Jul2022/MainEQP
Page 2 of 15
Question 2 (25 marks)
Leonardo, Michelangelo and Raphael are classmates. They were revising their Business
Law notes but had some trouble understanding how a contract is formed. They seek your
help.
Required:
(a)
Discuss consideration within a contract and the THREE (3) relevant rules.
(11 marks)
(b)
Explain how courts may decide if the contracting parties had an intention to enter
into a binding contract.
(14 marks)
Support your answers with relevant case law.
DIPL/LAW0115/Jul2022/MainEQP
Page 3 of 15
SECTION B
Question 3 (25 marks)
Priyanka had enrolled her 5-year-old son, Nick, at the Best Learning Academy (“BLA”),
a popular kindergarten. One day, when she was fetching Nick from school, she noticed
that he had a big bandage wrapped around his knee and he was crying. The form teacher
explained that Nick had tripped and hurt his knee quite badly when he went out for a
walk near the school with his class. The teacher had stopped the bleeding, applied
medication and bandaged the knee.
When Priyanka asked around, she found out that the teaching assistant who was leading
the class for the walk had been busy messaging on her phone when the accident
happened. The teaching assistant had carelessly hurried the children through a slippery
path because the class was running late. Nick slipped and fell and was hurt.
Priyanka was very unhappy about what had happened and wanted to sue the school for
Nick’s injury. However, the school referred Priyanka to the enrolment form she had
signed previously. At the bottom of the form was the following clause in small print:
“BLA shall not be responsible for any personal injury, loss or damage to any student
under their care howsoever caused by BLA, its management or any other employee,
resulting directly or indirectly from the negligence or otherwise of BLA, its management
or any other employee.”
Required:
(a)
State what the clause at the bottom of the enrolment form is known as and briefly
explain the purpose of such a clause.
(3 marks)
(b)
Advise Priyanka whether she can sue BLA for Nick’s injuries. Discuss ALL
factors before concluding, using relevant case law and statutory provision(s)
to support your answer.
(22 marks)
DIPL/LAW0115/Jul2022/MainEQP
Page 4 of 15
Question 4 (25 marks)
Meng was a salesperson at Cars Warehouse, a used-car dealership. On 20 April 2022,
Sophie visited Cars Warehouse to look for a car for her eldest son who had just obtained
his driver’s license. Meng attended to Sophie.
Sophie told Meng that she was looking for a car that was accident-free with low mileage.
Meng then showed Sophie a white Toyota Prius. Meng told Sophie that the previous
owner of the car had owned it for less than 2 years when he decided to upgrade to a
different car model. He showed Sophie the mileage and she said that she was happy with
it. Meng also told Sophie that the car was accident-free although he had been informed
by the previous owner that the car had been involved in an accident but was repaired.
Based on Meng’s statement, Sophie signed the sale and purchase agreement and took
delivery of the car on the same day. Two days later, Sophie brought the car to be serviced
at her own car workshop. After checking through the car thoroughly, the mechanic at the
workshop told her that the car had been damaged before.
Required:
(a)
Define vitiating factors and explain the effects vitiating factors may have on
contracts.
(5 marks)
(b)
Advise Sophie on the cause of action she could have against Cars Warehouse and
the remedies available to her. In your answer, you should provide all relevant
LEGAL PRINCIPLES and case laws to be APPLIED to the facts of the case to
reach your CONCLUSION.
(15 marks)
(c)
State FIVE (5) restrictions to rescission of a contract.
(5 marks)
—- END OF PAPER —-
DIPL/LAW0115/Jul2022/MainEQP
Page 5 of 15
BUSINESS LAW – LAW CASES
TOPIC 3: LAW OF CONTRACT
OFFER & ACCEPTANCE
1. Carlill v Carbolic Smoke Ball Co
Facts • The Carbolic Co. advertised and offered a reward of £100 to anyone who
contracted influenza after using their smoke ball.
• The offer further stated that it had deposited £1,000 at the Co.’s bank to show
their sincerity.
• Mrs. C bought the smoke ball, used it as directed but still caught influenza.
• She remained unpaid. She sued the Co. She won.
Held • This was a unilateral contract as the offeror intended to be bound by the terms
as advertised – court cited the deposit of money in the bank as support.
2. Pharmaceutical Society v. Boots
Facts • Boots had a self-service pharmacy store. Goods were displayed on the shelves.
• Customers selected the goods, put them into a basket supplied by the shop and
took them to the cash counter where they paid the price.
• PSGB brought an action to determine the legality of the sale of pharmaceutical
products which were to be sold in the presence of a pharmacist as required by
law.
Held • The goods on the shelf constitute an invitation to treat.
• The contract was made not when the customers put the goods in the basket.
• The customers make an offer to purchase and the contract was concluded when
the cashier accepted the offer to buy the goods.
• The contract was concluded at the till in the presence of a pharmacist.
3. Partridge v Crittenden
Facts • X placed an advertisement in a periodical stating “Bramblefinch cocks and hens
25 shillings “.
• The words “offer for sale” were not used.
• X was prosecuted for offering for sale a wild bird, which was banned under the
U. K. law.
Held • Such an advertisement was not an offer but merely an invitation to treat.
• The court added that if the advertisements or circulars came direct from the
manufacturer they can amount to offers.
• Carbolic Smoke Ball is a case in point.
DIPL/LAW0115/Jul2022/MainEQP
Page 6 of 15
4. Byrne v Van Tienhoven
Facts • Oct. 1: Defendant posted a letter in U. K. offering to sell goods to the plaintiff
in the USA.
• Oct. 11: The plaintiff received the offer and immediately telegraphed his
acceptance on the same day.
• Oct. 8: Defendant changed his mind and posted a letter revoking the offer.
• Oct. 20: Plaintiff received the letter of revocation.
• The plaintiff sued the defendant for Damages for not delivering the goods.
• The defendant argued that the offer was revoked by the letter posted on Oct. 8
and therefore there was no contract.
Held • The revocation was ineffective until it reached the plaintiff on Oct. 20 – by then
it was too late as the plaintiff had already accepted the offer on Oct. 11.
5. Hyde v Wrench
Facts • W offered to sell land for £1,000.
• H wrote back offering £950, which was refused.
• H later wrote back saying he accepted the original offer and was willing to pay
£1,000.
Held • There was no contract as the original offer had been terminated by H’s counteroffer.
6. Adams v. Lindsell
Facts • The transaction here involved the sale of wool.
• The offeror had sent a letter of offer on 2 September 1817 requesting the
offeree’s reply in “course of post”.
• This offer was only received on 5 September (which was unduly late due to a
postal delay). That same evening, 5 September, the offeree posted his
acceptance.
• This acceptance was received on 9 September. Meanwhile, on 8 September the
offeror, who had heard nothing from the offeree, had sold the goods to a third
party.
Held • The contract was accepted and the contract was made as soon as the letter of
acceptance was posted on 5 September 1817.
DIPL/LAW0115/Jul2022/MainEQP
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7. Felthouse v Bindley
Facts • F wrote to his nephew offering to buy his horse saying, “If l hear no more about
him, I consider him mine”.
• The nephew did not reply to the letter but told the auctioneer not to sell the
horse as it was reserved for the uncle.
• The auctioneer sold it by mistake.
• F brought an action against the auctioneer.
Held • There was no contract between F and his nephew because the condition that
silence amounted to acceptance was ineffective.
• The nephew had not communicated his acceptance.
8. Entores v Miles Far East
• Facts • The offeror in London sent off an offer by telex to the offeree’s agent in
Amsterdam and the latter sent an acceptance by telex.
• The legal issue was whether a contract had been in London which was within
the jurisdiction of the English courts or in Amsterdam in which case the English
courts had no jurisdiction.
Held • The acceptance took effect when the telex message was received and printed
out on the offeror’s terminal in London and not where it was transmitted in
Amsterdam.
• The contract was therefore made in London.
TOPIC 4: LAW OF CONTRACT
CONSIDERATION & INTENTION
9. Thomas v Thomas
Facts –
• A widow had been promised by her deceased husband in his will that she would
have the matrimonial home in which they lived.
• The executors of her husband’s legal estate promised to convey the house to
her provided she paid £1 a year in rent and kept the house in good repair.
• The executors later breached this agreement and claimed that their promise to
let her occupy the house was not supported by consideration.
Held • The £1 annual rent was treated by the court as sufficient consideration.
• This consideration need not be equal in value to the promise.
• The court said it was “something of value in the eyes of the law”.
DIPL/LAW0115/Jul2022/MainEQP
Page 8 of 15
10. Stilk v Myrick
Facts –
• The captain of a ship offered the crew extra wages to sail the ship home after
some crewmembers had deserted.
• When they arrived home, the crewmembers took legal action to recover the
wages, which was promised them.
•
•
Held The crewmembers were not entitled to the promised wages.
There was no consideration as the men were already legally bound to sail the
ship home in any case.
11. Glasbrook v Glamorgan Council
Facts • GB asked the local police for additional protection during a strike which was
provided.
• The county council who managed the police and other essential services,
claimed for the costs of providing for such added protection.
• GB refused to pay arguing that the police were already legally bound to give
protection as a matter of public duty and policy and had therefore given no
consideration for their claim.
Held –
• GB was liable to pay the added costs for the service.
• The police had done more than they were legally obliged to do.
12. Kleinwort Benson v Malaysian Mining Co
Facts –
• K agreed with M to lend money to one of its subsidiaries.
• Instead of providing a loan guarantee, M provided a “letter of comfort” instead,
which stated that it was the company’s Group policy to ensure that the business
of its subsidiary is at all times in a position to meet its liabilities.
• Eventually the subsidiary went bankrupt.
• K sued M.
Held –
• A “Letter of comfort” was a mere statement of company policy and was not
intended to create legal relations.
DIPL/LAW0115/Jul2022/MainEQP
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13. Balfour v Balfour
Facts –
• Mr. B was a working in Ceylon.
• He promised his wife Mrs. B that he would send her £30 a month for her living
expenses in England.
• Mr. B stopped sending her the money whereupon Mrs. B sued on the promise.
Held –
• The arrangement of this kind between a husband and wife was not a contractual
agreement leading to legal consequences.
14. Merritt v Merritt
Facts –
• Mr. M left Mrs. M to live with another woman.
• The family home was in the names of both Mr. and Mrs. M.
• Mr. M agreed to contribute to the mortgage payment.
• A document was signed whereby Mr. M agreed to transfer the home to Mrs. M
provided she met all charges relating to the home.
• Mrs. M paid off the mortgage, but Mr. M refused to transfer the home to her.
Held –
• There was an intention that the agreement was intended to be legally binding
as evidenced by the written document.
• Mr. M was ordered to transfer the home to his wife.
NOTE: Unlike Balfour’s case, the couple had already separated before the
agreement was made.
TOPIC 5: LAW OF CONTRACT
TERMS
15. The Moorcock
Facts –
• The defendant owners of a jetty contracted to allow the plaintiff owner of a ship
“The Moorcock” the use of the jetty in order to unload cargo.
• The ship was grounded at low tide and it was damaged because of the uneven
seabed.
• The contract made no mention as to whether it was safe to use the jetty at low
tide.
• The plaintiff sued the defendants for the damage sustained by the ship.
Held –
• The defendants were liable as there was an implied term of the contract that the
defendants would take reasonable care to ensure that the jetty was safe to use
so as not to endanger the ship.
• That surely must be the presumed intention of the parties. Unless the jetty was
safe to use it would have made little business sense.
• Bowen LJ: “… what the law desires to effect by the implication is to give such
business efficacy to the transaction as must have been intended at all events by
both parties who are business men”.
DIPL/LAW0115/Jul2022/MainEQP
Page 10 of 15
16. British Crane Hire v Ipswich Plant
Facts –
• There was a contract for the hire of crane.
• Both parties were in the same trade of hiring out heavy earth-moving and
excavation machines.
• IP hired a crane from BCH.
• While the crane was put to use, it toppled over and sank in a swamp.
• A dispute arose as to who should bear the cost of recovery as no mention was
made of this in the written contract.
Held –
• It was generally acceptable as a custom in the trade that if a machine became
bogged down in swampy ground, it was the hirer and not the owner of the
machine to pay for the cost of recovery.
• The cost therefore fell on IP.
17. Poussard v Spiers
Facts • P., an opera singer was contracted to perform at a concert.
• She failed to turn up for the first few performances.
• The producer then engaged a substitute.
• The producer thereafter refused to accept P.’s services for the remaining
performances.
Held –
• A failure to sing for the first few performances was a breach of condition
• This will entitle the producer to treat the contract for the remaining
performances not binding on him.
18. Bettini v Gye
Facts • An opera singer had agreed to attend for rehearsals 6 days before his first
performance.
• He did not arrive until 2 days before the first performance and so had missed 4
rehearsal sessions.
Held –
• This was only a breach of warranty.
• It did not entitle the producer to terminate the contract but only to recover
Damages.
• The rehearsal clause was subsidiary to the main purpose of the contract
(the main purpose being the performance at the concert).
DIPL/LAW0115/Jul2022/MainEQP
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19. Hong Kong Fir Shipping v Kawasaki KK
Facts • The defendant had chartered the ship “Hong Kong Fir” for a period of 2 years.
• There were many problems relating to crewing and maintenance for the first 20
weeks of the charter and so the defendants cancelled the charter thereby treating
it as a breach of condition.
• The Plaintiff sued for breach.
Held • The court held that when terms are difficult to classify, they would first look at
the consequences of the breach and then decide on the appropriate remedy.
• In this case, it would be a breach of warranty as the consequences (final result)
did not deprive the defendant of substantially the whole benefit of the contract
which he should have obtained under the contract.
NOTE: The Singapore Courts approach:
• The Court of Appeal in RDC Concrete PL v Sato Kogyo (S) PL & Another
(2007) clarified the general right to terminate a contract for breach and set out
a 2-stage analysis:
a) Where the contract clearly provides for event(s) in which the innocent party is
entitled to terminate the contract: the innocent party is entitled to terminate
the contract regardless of the consequences of the breach.
b) Where the contract does not provide for such event(s):
Innocent party entitled to terminate where the party renounces all his
obligations under the contract.
Condition / warranty approach. Nature of term depends on the
intentions of the contracting parties which is the primary consideration
over the Hongkong Fir’s consequences of breach approach.
Hongkong Fir’s approach: The innocent party is entitled to terminate the
contract where the nature and consequences of the breach are so serious as
to “go to the root of the contract”.
DIPL/LAW0115/Jul2022/MainEQP
Page 12 of 15
20. L’estrange v Graucob
Facts –
• The plaintiff bought an automatic vending machine.
• The plaintiff signed the “Sales Agreement” without thoroughly reading it.
• The document contained an exemption clause in small print, which the plaintiff
failed to read.
• The machine did not work properly and the defendants relied on an exemption
clause to exclude their liability.
• The plaintiff argued that she did not read the exemption clause and therefore
should not bound.
Held –
• Whenever a written document containing contractual terms was signed, the
party signing it was bound in the absence of fraud.
• It was irrelevant that the party signing it did not read it.
• Thus the defendants were protected by the clause.
21. Olley v Malborough Court
Facts –
• A husband and wife checked into a hotel.
• They went to the room allotted to them and found a notice stating, “the hotel
proprietors shall not be responsible for articles lost or stolen within the
premise”.
• The wife left a number of expensive fur coats in the room which were
subsequently stolen.
• She sued the hotel.
• The Hotel relied on the notice to exclude their liability.
Held –
• The contract had already been entered into at the registration desk before the
notice of the exemption clause had been brought to the plaintiff’s attention in
the room.
• The Hotel was therefore liable.
22. Chapelton v Barry UDC
Fact –
• P hired a deckchair from D on the beach.
• He made payment and was given a ticket, which he did not read.
• The chair collapsed when he sat on it.
• He sued the defendant for injury sustained.
• The D relied on a clause on the back of the ticket, which excluded liability for
any damage or injury arising from the hire and use of the chair.
Held –
• D was liable because the exemption clause on the ticket did not form part of
the contract.
• It was merely a receipt for payment and cannot reasonably be regarded as a
contractual document.
DIPL/LAW0115/Jul2022/MainEQP
Page 13 of 15
23. Curtis v Chemical Cleaning
Facts –
• P brought a dress to D for cleaning.
• P was asked to sign a receipt containing an exemption clause that exempted D
from all liability for damage.
• Before signing, P noticed the presence of the clause and upon further enquiry
was told by D that the clause was to exempt D from certain types of damage,
in particular damage to beads and sequins.
• When it was returned, the dress was badly stained whereupon D claimed
protection of the clause.
Held –
• P succeeded in a claim against D because P was induced to sign the document
by D’s misrepresentation as to the extent of the clause.
• Thus D could not rely on the exemption clause.
TOPIC 6: LAW OF CONTRACT
VITIATING FACTORS
24. Nash v Inman
Facts –
• A minor was a student at Cambridge University.
• He bought 11 fancy waistcoats from the plaintiff.
• However, he was at that time sufficiently provided with clothes.
• The minor did not pay and so the plaintiff sued the minor for the price.
Held –
• The waistcoats were not necessaries because the minor had already sufficient
supply of such clothes at the time of sale and delivery.
• Thus, the minor was not liable.
NOTE: Under the Minors’ Contracts Act, the court could now require the minor to
return the goods, as form of “restitution”.
25. Peters v Fleming
Fact –
• Fleming, a minor was a child of a Member of Parliament.
• He purchased rings, pins and watch-chains from Peters but failed to pay.
Held –
• These were considered to be commensurate with his social status, and therefore
constituted necessaries.
• Thus he had to pay for them.
DIPL/LAW0115/Jul2022/MainEQP
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26. Chaplin v Leslie Frewin
Facts –
• The son of Charlie Chaplin, while still a minor, agreed to have his
autobiography written, in exchange for an advance of royalties on the book
from the publishers.
• He wanted to stop the contract when the book featured unflattering remarks
about his “depraved” character.
Held –
• Even though he was a minor, it was a binding contract as it enabled him to get
a start as an author and earn money.
27. De Francesco v Barnum
Facts –
• A 14-year-old girl, B, had entered into a 7 year apprenticeship agreement with
a stage dancer.
• The Deed of Apprenticeship provided that she was not to marry and could not
accept professional engagements without D’s consent.
• However, D did not attempt to find engagements for her, and moreover her pay
was poor.
• B wanted to set aside the contract.
Held –
• The terms of contract were unreasonable and not beneficial to the girl.
• The contract was therefore unenforceable.
28. Panatron v Lee Cheow Lee
Facts –
• A had induced L to invest in a company, Panatron, by stating that the company
was profitable.
• In fact, A knew that this was not the case and knew instead the company was
chalking up massive losses, which was not formally reported.
Held –
• The misrepresentation was fraudulent.
29. Howard Marine v Ogden
Fact –
• O chartered two barges from HM.
• HM had made representations about the capacity of the barges which were
based on entries found in Lloyd’s Register and not the actual shipping
documents.
Held –
• Court said that a reasonable person would have checked the shipping
documents and not Lloyds Register.
• There was no reasonable ground for believing in the Lloyd’s register, when the
actual documents could be verified.
• It was therefore a negligent misrepresentation.
DIPL/LAW0115/Jul2022/MainEQP
Page 15 of 15
TOPIC 01: SINGAPORE LEGAL SYSTEM (01)
KEY LEGAL CONCEPTS (Refer to lecture notes / module book for details)
LAW
•
•
•
•
Set of rules
Community regulates its affairs i.e. business / commercial transactions
Resolve disputes when arise (judiciary / out-of-court via Alternative dispute resolutions)
Enforceable by authority i.e. government (executive)
Common law systems & Civil law systems
o Case law vs Codes: The main source of law under the common law system is “case law”
whereas under the civil law systems the laws are systematically “codified” into Codes.
o Countries: Common law system is a product of medieval England and are found in USA,
Canada, Australia, New Zealand as well as in Asia i.e. Singapore, Hong Kong, Malaysia,
Philippines, India and South Africa. Civil law systems are found in European continental
countries i.e. France, Germany, Italy, Spain and also in Asia i.e. Japan, Korea, Indonesia
and Thailand.
o Legal principles: Judges in the common law systems refer to past cases recorded in law
reports and use the principles to decide new cases to promote consistency and fairness
based on the principle of binding precedent or “stare decisis”. Under the civil law
systems, the civil codes govern the rights and obligations of persons with the criminal
codes prohibiting certain actions as criminal offences and commercial codes governing
business transactions. These codes contain general principles of law and cover the
spectrum of human activities.
Doctrine of precedent / stare decisis
o Rules of common law are essentially judge-made law.
o The judges in a case always look back at previous cases called precedent involving similar
facts to discover the relevant legal principles to be applied to their case and reach a
decision or judgment accordingly.
o Past cases decided by superior courts are binding and authoritative for future cases
decided by lower courts in the same hierarchy of courts. This doctrine is called doctrine
of binding precedent or stare decisis which means “to stand by a decision”.
o Prior decisions made by the court at the same level are not binding but may be followed
as “persuasive” authority.
o Prior decisions of a court in another hierarchy are not binding on the court but may be of
persuasive authority.
Classification of law: Criminal law vs civil law
o Criminal law deals with certain acts that are harmful to society whereas civil law covers
all laws which are not criminal law.
o Examples of areas covered by criminal law are murder, theft and serious traffic offences
whereas civil law encompasses family law, contract law and generally all aspects of
business law.
o The main objective of criminal law is punishment of the offender by way of fine,
imprisonment, caning or death penalty. The purpose of civil law is to compensate the
innocent or injured person.
o Some acts have legal consequences in both criminal law and civil law. Example in the
case of a reckless car driver who may be sued by the pedestrian for compensation under
civil law and prosecuted the authorities under criminal law and punishment.
AnswerPlan_BizLaw_L01toL06(2019)
NOTES
TOPIC 02: SINGAPORE LEGAL SYSTEM (2)
KEY LEGAL CONCEPTS (Refer to lecture notes / module book for details)
Sources of Singapore law: Statute vs Case Law
o The two sources of law in Singapore are written law also known as statute and case law.
o Some aspects of English legislation and case law apply to Singapore by virtue of its
“reception” under the Application of English Law Act. These formed part of the Singapore
law.
o Statutes are written laws which are enacted by the legislature. The Singapore Constitution
is the supreme law of the land which lays down the Singapore system of government. Any
written law or case law which is inconsistent with the Constitution is considered void.
o Case laws are court decisions and the principle of binding precedent or “stare decisis” is a
very important doctrine adopted by the judiciary.
o New laws are sometimes “created” by judges in a piecemeal basis when they reach a
decision or judgment. Decisions by judges and the effect may be reversed by Parliament
when they pass statutes.
o Statutes or written laws are enacted by Parliament which is a speedy way to update law in
order to cope with rapid changes in the business world.
o The main legislations are called Acts of Parliament. Details are dealt with through
“subsidiary legislation” which are rules made by the Executive e.g. the Minister and
published under a formal procedure.
o Examples of statutes are Sale of Goods Act and Road Traffic Act which protects the public.
The authorities enforce the provisions of statutes e.g. the use of Personal Mobility Devices
in HDB void decks or on the road. Private individuals bring matters to court for decision
and resolution on civil matters.
o Enforcement of statutes is based on interpretation of the statutory provisions. Court cases
are decided based on the doctrine of binding precedents whereby the judge looks back to
see how previous cases (precedent) involving substantially similar facts were dealt with.
Singapore’s system of government
o Singapore system of government consists of three “arms” under the Constitution:
o (1) Legislature. Primary law-making body comprising of the President and Parliament.
o (2) Executive comprises the President, the Prime Minister and his Cabinet. It implements
the statutes and executes the decisions of the government together with the Civil Service.
o (3) Judiciary comprises the President, Chief Justice, Justices of the Supreme Court and all
judicial officers of the State Courts. It is responsible for administration of justice.
Structure of Singapore courts
o The structure consists of 2 levels namely the Supreme Court on the high level and the
State Courts on the lower level (NOTE: Refer to lecture notes for court hierarchy.)
o Proceedings in Small Claims Tribunal are heard before a “Referee” with limited jurisdiction
dealing with consumer cases of up to $20,000 or $30,000 if both parties agree in writing.
Alternative Dispute Resolution (“ADR”)
o Parties suing each other in court is referred to as civil litigation. Litigation is a formal and
expensive process and the cases are heard in open court.
o The 2 forms of dispute resolutions namely mediation and arbitration provide a faster,
cheaper, informal, non-confrontational alternatives to civil litigation.
o These alternative dispute resolution preserves confidentiality and disputing parties may
select their mediator or arbitrator. (NOTE: Refer to lecture notes on mediation &
arbitration).
AnswerPlan_BizLaw_L01toL06(2019)
NOTES
TOPIC 03: FORMATION OF CONTRACT (Refer to lecture notes / module book for details)
KEY LEGAL CONCEPTS
To include case laws (case list)
NOTES
Definition of contract
➢ an agreement giving rise to
➢ rights and obligations which are
➢ recognised and enforceable by law
➢ must be a “meeting of minds” / consensus
ad idem.
4 elements of a contract:
offer, acceptance, consideration and
intention to create legal relations
Definition of invitation to treat
o advertisements: [Partridge v Crittenden]
o display of goods in shops: [Pharmaceutical
Society v Boots]
An invitation to
➢ commence negotiations
➢ someone to make an offer
(1) Definition of OFFER.
OFFER:
➢ An indication by one person
(“offeror”)
➢ To another (“offeree”)
➢ Of the offeror’s willingness to
enter into a contract on
➢ Certain terms
➢ As soon as it is accepted by the
offeree
o
o
o
o
Communication: writing, orally, conduct.
Made to: specific person, group of persons,
world at large.
Unilateral contract [Carlill v Carbolic Smoke
Ball Co.]
Termination
a) Revocation / withdrawal by offeror
before acceptance and effective
upon offeree receiving notice [Byrne
v Van Tienhoven]
b) Rejection by offeree outright or a
counter-offer [Hyde v Wrench]
c) Lapse of specified / reasonable time
d) Death of offeror / offeree
(2) Definition of ACCEPTANCE.
➢ Expression of assent / concurrence
➢ To terms of the offer
➢ Unqualified and unconditional assent of
offer (otherwise a counter-offer)
o
o
Communication: writing, orally, conduct.
General rule. Acceptance must be
communicated and received by offeror.
Exception.
• Postal rule of acceptance. [Adams v
Lindsell]
• Silence [Felthouse v Bindley]
• Waiver of communication. [Carlill v
Carbolic Smoke Ball Co]
Instantaneous communication.
General rule applies. [Entores Ltd v Miles Corp.]
AnswerPlan_BizLaw_L01toL06(2019)
Postal rule, the conditions:
i.
Parties must have assented to its
use
ii.
Reasonable in the circumstances
to use the post
iii.
Letter must be properly addressed
and adequately stamped
Silence: general rule is that silence does
not fulfil communication requirement of
acceptance unless agreed in advance with
offeree.
Electronic Transactions Act
– applies to both offer and acceptance.
-Sections 11 & 12
TOPIC 04: FORMATION OF CONTRACT (Refer to lecture notes / module book for details)
KEY LEGAL CONCEPTS
To include case laws (case list)
NOTES
(3) Definition of CONSIDERATION
3 rules:
o Must be sufficient, need not be adequate /
equal in value to other party’s promise / act
unless fraud / duress. [Thomas v Thomas,
Stilk v Myrick, Glasbrook v Glamorgan]
o Move from promisee (given consideration)
o Must not be past. Act performed before
promise is given is not valid consideration
CONSIDERATION:
➢ Something given,
promises or done by one
party
➢ In exchange for
➢ A promise by another
➢ “price” or compensation
paid for a promise / act.
➢ Bargain vs a gift
(4) Definition of INTENTION TO CREATE LEGAL RELATIONS
o Commercial agreements. Presumption that intention
is present unless contrary proven. No such intention
in Letter of Comfort [Kleinwort Benson V Malaysian
Mining Corp],
o Social and domestic agreements. Presumption that it
lacks intention. [Balfour v Balfour] Rebuttal by
evidence of written agreement and separation
[Merritt V Merritt]
➢ Intention to create legal
relations must be
present based on
objective assessment of
the agreement.
AnswerPlan_BizLaw_L01toL06(2019)
TOPIC 05: TERMS OF CONTRACT (Refer to lecture notes / module book for details)
KEY LEGAL CONCEPTS
To include case laws (case list)
Definition of TERMS: Promise & undertaking given by one contracting party to
another
Categories:
o Express terms. Explicitly agreed. “Parol evidence rule”: contradictory oral
evidence not admitted if contract in writing.
o Implied terms.
• Courts. [The Moorcock]
• Statute. eg. Sale of Goods Act.
• Custom or trade usage. [British Crane Hire v Ipswich Plant]
Classification:
o Conditions. Important term. Discharge obligations and claim damages if
breached [Poussard v Spiers]
o Warranties. Less important. Damages if breached. [Bettini v Gye]
o Innominate terms. Depends on seriousness of breach. Singapore approach
in RDC Concrete PL v Sato Kogyo (S) PL & Another
A. Contract clearly provides events in which party entitled to terminate.
B. No provision to terminate if breach:
o Innocent party entitled to terminate where party renounces all
obligations
o Condition / warranty approach depending on intentions of parties.
o Hongkong Fir’s approach: innocent party entitled to terminate
where consequences of breach are serious.
o
Definition of exemption clauses.
➢ Exclude [“Exclusion / exception clauses”] or limit liability of party in breach.
Guidelines on validity of exemption clauses.
(i) Incorporation. “Part of” contract.
a. Signature. [L’Estrange v Graucob]
b. Notice. Before contract formed. [Olley v Marlborough]. Ticket not
regarded as a contractual document but merely a receipt
[Chapelton v Barry UDC]
(ii) Construction. Clear. Not clear: contra proferentum against party who
drafted the exemption clause.
(iii) Unusual factors. Misrepresentation about scope and extent of exemption
clause makes it invalid. [Curtis v Chemical Cleaning]
(iv) Neutralization by UCTA. Protect consumers.
• Section 2(1). Clause invalid if it excludes liability for death or
personal injury.
• Section 2(2). Clause excludes liability for other loss / damage due to
negligence valid if it is fair and reasonable to exclude
AnswerPlan_BizLaw_L01toL06(2019)
NOTES
TOPIC 06: VITIATING FACTORS (Refer to lecture notes / module book for details)
KEY LEGAL CONCEPTS
To include case laws (case list)
Definition of vitiating factor.
o Void. Nullity from very start (void ab
initio). Remedy: Restitution.
o Voidable. Innocent party avoids / rescinds
contract.
o Incapacity, misrepresentation, duress &
undue influence, mistake, illegality.
(A) Capacity to contract.
o Rule on Minor. Contract void regards
minor.
o Exceptions. Minor bound by contract.
o Contracts for necessaries. Minor’s
station in life and requirements.
[Nash v Inman, Peters v Fleming]
o Beneficial contracts for minor’s
health, education and welfare.
[Chaplin v Leslie Frewin
Publishers, De Francesco v
Barnum]
o Voidable contracts. Minor entitled
to repudiate contract before
reaching 18 or soon after attaining
majority. Examples: Lease,
partnership, purchase of shares.
o Ratifiable contracts. Any other
type of contracts.
(B) Misrepresentation.
(i) DEFINITION.
(ii) TYPES of misrepresentations
a. Fraudulent. Made knowingly or
reckless whether true or not.
[Pantron v Lee Cheow Lee]
b. Innocent. Made without fraud and
without fault. Claim indemnity.
c. Negligent. Made without due
care. [Howard Marine v Ogden]
(iii) EFFECT of misrepresentation
i.
Contract is voidable. Innocent
party entitled to rescind contract.
ii.
Claim damages for fraudulent and
negligent misrepresentations.
iii.
Bars to rescission. Contract
affirmed, reasonable time
elapsed, third party interest,..
AnswerPlan_BizLaw_L01toL06(2019)
NOTES
➢ Factor which makes a contract
invalid.
➢ Restitution: property is given back
to original owner and money
returned to buyer.
➢ Voidable contract valid so long as
innocent party does not rescind it.
➢ Party to a contract must have
capacity to contract.
➢ Most situations: age of majority is 18
i.e. has the capacity to contract
➢ Age of majority is 21 in
o Contract for sale, purchase,
mortgage, … of land.
o Contract for lease of land for
more than 3 years.
o Contract whereby minor’s
beneficial interest under a
trust is sold ….
➢ Minor: can sue but cannot be sued
by adult i.e. contract is void as
regards the minor.
➢ Representation. Statement made
during negotiations which induces
another party to enter into the
contract.
➢ Misrepresentation. Definition:
1) False statement of fact. Not opinion
or intention.
2) Induced into contract. Material
representation.
3) Reliance on statement.
