Articles on this Page
- 12/16/18--20:25: _Consumer Rights in ...
- 02/10/19--20:52: _Low Chun Yee
- 02/28/19--20:15: _Breach of Contract ...
- 06/22/19--23:58: _G.Dinagaran
- 07/05/19--02:33: _Specific Performanc...
- 07/30/19--21:52: _Peggy Sarah Yee May...
- 09/23/19--19:44: _Keith Hsu
- 09/26/19--20:12: _Russell Thio
- 10/29/19--01:01: _Jeannette Chong-Aru...
- 11/06/19--23:43: _K Jayakumar Naidu
- 12/16/18--20:25: Consumer Rights in Singapore
- 02/10/19--20:52: Low Chun Yee
- Tongbao (Singapore) Shipping Pte Ltd and another v Woon Swee Huat and others  SGHC 165
- PP v Lim See Yong  SGDC 135
- PP v Neo Keng Hua  SGMC 13
- PP v Chan Lie Sian  SGHC 205
- PP v Minjoot Sabestian Bernett  SGDC 43
- PP v Ang Zhu Ci Joshua  SGMC 2
- PP v Toh Eng Puey  SGDC 99
- PP v Fajri Bin Buang  SGDC 148
- PP v Balahrisknan s/o Kuppusamy  SGDC 76
- PP v Sivarajan s/o Darmarajan  SGDC 323
- PP v Ho Lian Wah  SGDC 143
- PP v Selvakumaran s/o Singaram  SGDC 78
- PP v Omar Bin Osman  SGDC 67
- PP v Adith s/o Sarvotham  3 SLR 649
- PP v Brendan Jeremiah Aw  SGDC 384
- PP v Mohamed Fadzil Bin Hashim  SGDC 68
- PP v Mohd Hamdan Bin Ahmad  SGDC 139
- PP v Joel Jonathan Selvanathan  SGDC 257
- 02/28/19--20:15: Breach of Contract in Singapore
- Late performance;
- Non-performance (i.e. when a defaulting party refuses to perform what he has promised to do);
- Defective performance (i.e. the defaulting party fails to fulfil a promised objective or end-state)
- Doing the very thing the defaulting party has promised not to do; and
- Preventing oneself from fulfilling a contractual obligation.
- The principal remedy for breach of contract is monetary compensation, also known as damages in legal parlance. By default, every breach of contract entitles the innocent party to damages for losses suffered by the innocent party stemming from the breach of contract. The innocent party must, however, take reasonable steps to minimise his losses.
- A breach of contract may entitle the innocent party to terminate the contract. If the innocent party chooses to terminate the contract, the contracting parties are discharged from all contractual obligations as at the point of termination onwards. Unlike damages, not every breach of contract entitles the innocent party to terminate the contract. Whether or not the right of termination is available depends on how the term is classified in law.
- An order of specific performance may be available to compel the defaulting party to perform his contractual obligation. However, specific performance is only awarded in exceptional cases, typically where damages are an inadequate remedy should the contractual obligation not be performed. For example, specific performance is more likely to be available in contracts involving the delivery of unique property, such as land. We have more information on specific performance in another article.
- A prohibitory injunction may be available to ensure that the defaulting party honours his promise not to do something. Like specific performance, prohibitory injunctions are only awarded in exceptional cases, typically where damages are inadequate to remedy the breach of contract. Read more about the different types of injunctions in our other article.
- If a more formal mode of dispute resolution is preferred, Court proceedings or arbitration may be considered. Because of the level of formality involved, these tend to be more expensive and lengthy.
- The Small Claims Tribunals, dealing with claims up to $10,000 (or $20,000 with the parties’ consent), is a relatively quicker, cheaper and less formal forum for dispute resolution. Parties may not be represented by lawyers at the Small Claims Tribunals.
- For employees who fall under the Employment Act, the Ministry of Manpower is a possible choice to resolve disputes for employment matters.
- An alternative mode of dispute resolution is private mediation. Unlike the aforementioned modes of dispute resolution, private mediation is less adversarial in nature because it focuses on arriving at an outcome that is most favourable to the interests of all parties concerned.
- 06/22/19--23:58: G.Dinagaran
- 07/05/19--02:33: Specific Performance: Obtaining this Equitable Remedy in Singapore
- 07/30/19--21:52: Peggy Sarah Yee May Kuen
- An accredited Mediator of the Singapore Mediation Centre
- An accredited Family Mediator of the Family Justice Court
- President of the Catholic Lawyers Guild
- Vice-President of the Disabled People’s Association of Singapore
- Vice Chair of the Canossaville Children & Community Services
- Board member of Caritas Singapore
- Board member of Canossa Foundation
- Member of the Charities Council
- A member of the Management Committee of the Canossian Schools
- A Commisioner for Oaths and a Notary Public
- 09/23/19--19:44: Keith Hsu
- 09/26/19--20:12: Russell Thio
- 10/29/19--01:01: Jeannette Chong-Aruldoss
- 11/06/19--23:43: K Jayakumar Naidu
- Penal Code
- Misuse of Drugs Act
- Prevention of Corruption Act
- Road Traffic Act
- Employment of Foreign Manpower Act
- Immigration Act
- Remote Gaming Act
- Organised Crime Act 2015
- Criminal Law (Temporary Provisions) Act
- Customs Act
As for the course of action, local consumers can seek help from the Consumers Association of Singapore (CASE), while tourists can seek help from the Singapore Tourism Board. These non-legal options are less of a hassle and should be pursued first.
If the above are not effective, consumers may lodge a claim at the Small Claims Tribunals. Most claims qualify to be under the jurisdiction of the Small Claims Tribunals, provided that the claim is for an amount less than $10,000. Claims must be lodged within one year of the action that resulted in the claim. Read our other article on how to make a claim at the Small Claims Tribunals.
Chun Yee joined Kalidass Law Corporation in 2018 as an Associate Director. He is well-versed in criminal litigation, having been a Deputy Public Prosecutor in the Criminal Justice Division of the Attorney General’s Chambers for 5 years. He had then joined private practice in a reputable mid-sized local firm, gaining valuable experience in civil litigation and arbitration.
A fierce advocate, Chun Yee’s experience as a criminal litigator includes numerous trials in both the High Court and State Courts, including capital cases for murder and drug offences. He has also honed his oral and written advocacy skills at the appellate level with various Magistrate’s Appeals.
Chun Yee is also a firm believer that justice should be accessible to all accused persons, regardless of their background. As such, he is an active CLAS (Criminal Legal Aid Scheme) volunteer, a scheme which provides criminal legal assistance to the poor and needy, and is assigned counsel for the Legal Assistance Scheme for Capital Offences.
Numerous judgments have been rendered on Chun Yee’s cases. Some of the reported judgments include:
What is a “Breach of Contract”?
Assuming that a valid and legally binding contract exists, a breach of contract occurs when a contracting party (the “defaulting party”) fails to perform, without lawful excuse, a contractual obligation.
Failure to perform takes several forms:
There is no need to show that the defaulting party intentionally failed to perform. Unless the contract provides otherwise, there is also no need to show that the defaulting party failed to exercise reasonable precaution in performing the promise.
However, not every failure to perform constitutes “breach of contract”. Two other elements must be satisfied for a failure to perform to constitute “breach of contract”:
1. The defaulting party must have failed to perform a contractual obligation
In the vast majority of instances, a contract obligation is written down in the contract documentation, and it is known as an express term.
Before determining if there has been breach of contract, one must first know what the express term required the defaulting party to do or not do. Through contractual interpretation, the court ascertains the meaning of the express term as intended by the contracting parties. Once the meaning of the express term is ascertained, the issue of whether there has been a failure to perform the obligation can then be determined based on the evidence available.
Apart from express terms, there are three other sources of contractual obligations: statute (e.g. Sale of Goods Act), widespread trade usage, and Court-implied terms. Court-implied terms refer to terms that are “read” into the contract by the Court to fill a gap in the contract. It is not easy to have a term implied into the contract; generally speaking, a term may only be implied if the contracting parties did not contemplate the gap in the contract and the term is necessary for the contract to work. You can read more about implied terms here.
2. There must be no lawful excuse for the defaulting party’s failure to perform
Such excuse must be provided for either in the contract, or by law.
For example, a contract for supply of goods may contain a price adjustment clause allowing the supplier to make reasonable adjustments to the contract price if he experiences difficulty obtaining raw material for his goods.
An excuse based on social or commercial considerations falling short of a lawful excuse will not absolve a defaulting party from breach of contract. Thus, using the same example of a contract for supply of goods, the mere fact that another buyer is willing to pay a higher price is not lawful excuse for the supplier’s refusal to supply.
What are the Remedies Available for Breach of Contract?
The law provides an innocent party with four remedies for breach of contract:
Where can I go to resolve a breach of contract dispute?
There are several avenues for resolution of a breach of contract dispute:
If there are any doubts, you should consult a lawyer for specific advice on (1) the likelihood of success of your claim for breach of contract, and (2) the most ideal way of resolving the dispute.Contributed by Timon Chiong Kai Xiang, LLB (NUS)
, is a Senior Lawyer with decades of experience in all areas of the law and is a wealth of knowledge. He has appeared in numerous headlines in local news.
Mr. G. Dinagaran heads Prestige Legal LLP which handles Civil claims, Criminal representations, Family matters (Divorce / PPO/ Adoption) and Corporate law.
What is Specific Performance?
Specific performance is a court order requiring a party in breach (or threatening to be in breach) of a binding contract to perform their obligations under the contract. It is a special remedy that is awarded by the court when no other remedy (such as damages) will adequately compensate the other party.
Specific performance is an equitable remedy, which means that it is awarded at the discretion of the court. Parties are not automatically entitled to it.
Specific performance vs injunction
An injunction is a court order to restrain a party from doing a specific act.
Although a party can potentially seek both remedies in the same case, an injunction will not be granted if it would have the same effect as granting specific performance and specific performance would not be a suitable remedy for that case. This is because, depending on the situation, an order for specific performance can have the same effect as an order for an injunction.
An example of this is Page One Records, Ltd v Britton which involved a contract to exclusively hire the plaintiff record company as the defendant band’s manager. But after the relationship between the company and the band soured, the band tried to get a replacement manager. The company then applied for an injunction to prevent the band from hiring a new manager.
The court denied the injunction as it had the same effect as granting an order of specific performance to require the band to continue hiring the company as their manager when the band had lost confidence in it (see the section on contracts for personal service below for more information).
When is Specific Performance Awarded?
The most common reason courts grant specific performance is because the subject of the contract is unique and damages cannot adequately compensate for it.
Therefore, specific performance is most commonly granted in situations concerning the sale of land (such as property), as land is considered unique.
For example, each property has its own unique address, location and views. Even if the seller of a property is more than happy to compensate the buyer for the property’s purchase price in order to call off the deal, the buyer cannot simply use this amount of money to buy a different property with the exact same address, location and/or views.
The buyer would therefore have a high chance (although this is not guaranteed) of getting an order of specific performance to compel the seller to continue with the property sale.
Obtaining specific performance in contracts for the provision of goods and services
There are express statutory provisions that allow the court to exercise its discretion to grant specific performance for contracts for the provision of goods and services.
For example, section 52(1) of the Sale of Goods Act provides for specific performance as a remedy for a breach of contract to deliver “specific” or “ascertained” goods. According to the Sale of Goods Act, “specific goods” are goods that have been identified and agreed on at the time a contract of sale is made.
The court has also clarified that the goods in question must also be in existence at the time of the contract for specific performance to be available, even if those goods are not yet within the seller’s ownership.
In addition, for cases of suppliers of goods or services who have engaged in unfair practices, the court is also empowered by section 7(4) of the Consumer Protection Fair Trading Act to grant specific performance against these suppliers if the court views specific performance as an appropriate remedy for the consumer.
When will Specific Performance be Unlikely to be Awarded?
1. When damages are adequate to compensate the non-breaching party
A court is unlikely to award specific performance where damages would be sufficient to compensate the non-breaching party. Damages are an award of money to compensate the innocent party. Its purpose is to place the non-breaching party in the position they would have been in had the contract been performed.
Whether the damages are sufficient depends on the specific details of the case. However, where there are provisions in the contract for liquidated damages (pre-determined compensation amounts in the event of a breach), this may constitute evidence that the parties regarded damages as adequate and if so, the court is unlikely to grant specific performance.
It is important to note that a claim relating to under-compensation alone may not be sufficient grounds for an order of specific performance.
In the case of Lee Chee Wei v Tan Hor Peow Victor, the claimant wanted specific performance to enforce a sale of his shares in a company at the agreed price due to the subsequent fall in the value of his shares. The courts rejected this as a reason to grant specific performance as the amount of damages he received could be adjusted to take this into account.
2. Severe hardship for the party who has to perform the contract
The court will also not order specific performance where it would result in severe hardship to the person who has to perform the contract. This applies even in property sales cases.
In the case of EC Investment, specific performance was not granted to order the seller to sell the property to the buyer at the agreed contract price. Such an order was found to be unjust as the sale would be at an undervalue, which would cause undue financial hardship to not only the seller but also to a third-party involved (the second mortgagee of the property).
3. Where constant supervision would be required by the courts
Specific performance is generally not granted in contracts where subsequent supervision from the courts is required to ensure that the contract is performed satisfactorily by the party being compelled to perform the contract.
For instance, the court could compel a store owner to continue operating his store, but they cannot enforce the manner in which he conducts business e.g. whether he keeps it stocked or provides competent staff to ensure it is run up to standard.
4. Contracts for personal service
Specific performance is generally not granted in contracts involving personal service. These contracts, such as employment contracts, involve the maintenance of a relationship of trust between the contracting parties, which is difficult to do if one party is unwilling to.
However, the Singapore court has not ruled out specific performance entirely for service contracts, notably in the case of appointment contracts. The Court of Appeal has stated that “[w]here a person has a right by contract to appoint a director, such a right may be enforced by an order of specific performance.”
5. Invalid contract
If one party was induced to enter into a contract by mistake, misrepresentation, undue influence or the like, specific performance cannot be upheld as the contract will have no legal effect. Specific performance will also not be granted where performing the contract involves carrying out an illegal activity.
Non-Compliance with an Order of Specific Performance
Failure to comply with a court’s order for specific performance is a serious offence. A defendant who fails to comply with a specific performance order can be found guilty of contempt of court and can be either fined up to $100,000 and/or jailed for up to 3 years.
In most cases, an award of damages will be sufficient to compensate the party seeking specific performance. Specific performance is not readily granted by the court and is usually reserved for exceptional cases.
If you are the aggrieved party in a contractual dispute, you should consult a lawyer for specific advice on what might be the most ideal remedy (or remedies) in your case.
The post Specific Performance: Obtaining this Equitable Remedy in Singapore appeared first on SingaporeLegalAdvice.com.
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Peggy Yee is the Founding Director of PYLegal LLC. She was called to the Singapore Bar in 1988 and her areas of specialization are Family & Matrimonial Disputes, Property & Conveyancing, Probate & Wills as well as Criminal & Employment matters. Having been in the legal practice for more than 30 years, Peggy is highly experienced and particularly interested and invested in Family Law and Estate matters. She considers it a privilege to be entrusted with a client’s personal family matters.
In respect of Conveyancing matters, Peggy has handled all transactions relating to land, including sales, purchases and mortgages. She has acted for housing developers in projects and is well-versed in the procedures and legal aspects relating to land development, conversion amalgamation and subdivision of title, and the sale/ tenancy of commercial and residential properties. She specializes in offering practical options for seemingly complicated transactions.
Aside from her varied legal experience, Peggy is:
Keith has a practice that focuses on corporate and commercial disputes and transactions. Together with his strong business and finance background, he is highly valued by clients in finding commercially workable solutions to both contentious and non-contentious matters.
Keith is a strong advocate who as a litigator focuses on civil litigation work that are of a commercial nature. He represents clients both big and small and regularly argues before the Supreme Court and State Courts. He has also argued before tribunals such as the Strata Title Board. His cases regularly involve disputes between shareholders, contractual claims, claims in conspiracy, other tortious claims, and disputes that involve claims in equity and trust. As Keith has experience handling a wide variety of commercial disputes, he is often instructed to undertake complex litigation work and matters involving novel or overlapping areas of law.
Keith’s experience also includes applications to the Courts for pre-emptive remedies, such as Mareva Injunctions (i.e. an order to freeze assets) and applications to stay proceedings arising out of jurisdiction arguments. Keith also has experience with a wide array of pre-trial interlocutory matters, such as applications for further and better particulars, specific discovery and security for cost, among others.
Keith’s expertise in litigation matters is enhanced by his corporate work practice experience as it gives him the ability understand and identity potential issues agreements quickly.
Keith has been involved in numerous mergers and acquisitions. He has helped clients acquire, dispose and restructure small companies as well as large ones including one where the consideration involved was in the excess of S$240 million. Keith has also advised on numerous private equity financing and debt financing transactions, and has experience advising both investors and investees. He has also assisted fund managers in the creation and structuring of funds and is familiar with the relevant securities regulations.
Keith has a strong interest in the growing FinTech sector and is familiar keeps up to date on the relevant financial regulations. He has advised and crafted bespoke and novel agreements for financial institutions in this new growing area of business, and benefits from having a background in finance and personal interest in this sector.
Keith has also drafted countless other forms of both simple and complex commercial agreements. In drafting agreements so that they add value to clients and are commercially sound, Keith leverages on his litigation and business experience to anticipate potential issues so that they can be dealt with in advance.
Keith graduated from the University of Manchester with an LLB (Hons) placed in the First Class. He also holds a Diploma in Banking and Financial Services and is a member of the Law Society’s Anti-Money Laundering Committee.
Aside from his legal practice, Keith has various other business interest in the FinTech and MedTech sectors. Prior to his career in law, Keith co-founded a beverage delivery company.
Keith’s strong knowledge of the law coupled with his background in finance and business, puts him in good stead to advise clients in finding legal and commercially sound solutions.
Russell graduated from the University of Liverpool with a Bachelor’s Degree with Honours in Law. Prior to getting called to the bar as an Advocate and Solicitor of Singapore, Russell has had experience litigating and advising in broad areas of legal practice including but not limited to Civil and Criminal Litigation, Family Litigation including Syariah Divorces. Russell also has a particularly keen interest in Family Litigation, especially in matters relating to Custody, Care and Control of Children.
Russell’s approach to litigation is “objective-based and client oriented”. Though Russell mainly practices in Family Litigation, his skills are transferrable into the Civil realm as he is able to understand his client’s objective while processing his client’s problems simultaneously. Thus, enabling him to advise and provide clients with practical, precise and cost-efficient solutions on Civil claims as well.
Unless absolutely necessary, Russell focuses on resolving matters without the need for litigation. However, if called to action, Russell does what is necessary in order to ensure that his client’s rights and interests are protected as he believes that the law is not meant to be a shield to cower under nor a weapon to oppress.
Working with clients to help them find real solutions to legal issues that are causing them stress and worry isn’t just a job. It is something I am passionate about. A calling.
Called to the Singapore Bar in 1989, I have chalked up three decades of active legal practice. I have acquired the experience and knowledge across a diverse range of legal matters, enabling me to bring a broad-based approach to problem-solving.
Where a fight is called for, I will bring a hands-on and passionate approach to advocating and championing my clients’ interests.
In dealing with non-contentious matters, I take pride in providing my clients with prompt and objective advice. I am well-known for anticipating any potential complications and issues and for my meticulous drafting of corporate documents. I understand well the business environment.
I hold a Master’s Degree in Corporate & Commercial Law from the London School of Economics.
I am also a Commissioner for Oaths and a Notary Public.
Mr. Jayakumar graduated from the University of London and is a Barrister of England and Wales (Inner Temple). He was then called to the Singapore bar in 2001 as an Advocate and Solicitor.
Prior to that, Mr. Jayakumar had an illustrious 30-year career with the Singapore Police Force, rising to the rank of Station Inspector. He was involved in various complex crimes and investigations and was an indispensable and fearsome member of the Force. His second-career change to the legal industry meant that he brought with him invaluable experience in the field of criminal procedures and investigations, which has put him in good stead as a criminal litigator today.
Mr. Jayakumar has vast experience in all aspects of criminal law, and he has represented a broad range of clients in hearings, trials and mentions at all levels of the courts in Singapore. These areas include offences under the:
In addition, Mr. Jayakumar deals with capital cases for serious offences such as drug charges, as well as complex appeals which has all resulted in acquittals or reduced charges. His sound knowledge of criminal law and procedures, as well as his intimate understanding of the criminal justice system from his background as a seasoned and veteran retired police officer, meant that he understands the accused persons and their input, and accordingly his advice and strategies.
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