I overview

Contract and commercial law in Singapore is, to a large extent, based on the common law of England and Wales, although there are divergences in discrete aspects as the Singapore courts continue to develop their jurisprudence.

Given the general familiarity of commercial parties with the English common law, Singapore law is increasingly chosen as the governing law for contracts between Asian parties, in conjunction with the promotion of Singapore as a neutral and efficient forum for dispute resolution in the region. The caseload of the Singapore International Arbitration Centre continues to grow. The Singapore International Commercial Court, with a bench of international judges with experience and expertise in both common law and civil law jurisdictions, offers an alternative court-based mechanism for international and commercial disputes. The Singapore High Court is itself a fast and efficient means of dispute resolution, with the courts actively managing cases through a clear procedural framework governing each aspect of the process and regular pre-trial hearings.

The Singapore courts often emphasise the need for contract law jurisprudence to be practical and address the needs of business and commerce. The courts therefore strive to develop the law on the basis of sound and consistent principles that will enhance certainty and the enforceability of contracts. The overarching objective of contract law, as seen in recent developments on the law of contract interpretation and implied terms, is to give effect to the parties' objective intentions in a commercial manner. This gives primacy to party autonomy – and the right of businessmen to structure their dealings as they wish.

Apart from contract law, the law of economic torts has also been developed in a number of recent judgments from the Court of Appeal. As business structuring gets more complex, such causes of actions are increasingly used against third parties.

II CONTRACT FORMATION

A contract is formed where there is:

  1. a valid offer and acceptance;
  2. consideration;
  3. intention to create legal relations; and
  4. certainty of terms and completeness of agreement.

Contracts may be made in writing, orally, or by conduct.

i Offer and acceptance

An offer is 'an expression of willingness to contract made with the intention (actual or apparent) that it shall become binding on the person making it as soon as it is accepted by the person to whom it is addressed'.2 The intention of the offeror to be bound, upon the offeree's acceptance, is to be objectively ascertained. An offer is to be contrasted with an 'invitation to treat', which is 'an attempt to initiate negotiations, to induce offers'.3 An 'invitation to treat' includes advertisements, priced goods on display and invitations to tender.

An offer may be retracted if it has not been accepted. This may be done, amongst others, by the offeror's express revocation, the offeree's rejection (which includes an offeree's counter-offer),4 and lapse of time.

An acceptance is a 'final and unqualified expression of assent to the terms of an offer'5 that must be communicated to the offeror. There must be exact correspondence between the terms of the offer and the terms of acceptance for the acceptance to be effective.6

The Electronic Transactions Act (Cap 88) provides that offer and acceptance may be expressed by means of electronic communications.7

ii Consideration

Unless executed as a deed, a contract must be supported by consideration to be binding. Consideration is 'something of value' which is requested for by the promisor and is given by the promisee in exchange for the promisor's promise.8 It need not be adequate or proportionate, but it must be legally sufficient.

In general, past consideration is not valid consideration, unless there is in effect a single contemporaneous transaction where the act said to constitute the consideration was done at the promisor's request on the understanding that the past act was to be remunerated.9

A controversial issue that often arises is whether performance of a pre-existing contractual obligation is sufficient consideration. The English Court of Appeal in Williams v. Roffey Bros & Nicholls (Contractors) Ltd10 held that a promisor's obtaining of a practical benefit or avoidance of a practical disbenefit from the promisee's performance of a pre-existing contractual obligation owed to the promisor constituted good consideration for a promise to pay more for contracted-for performance. This approach was ostensibly applied by the Singapore Court of Appeal in Sea-Land Service Inc v. Cheong Fook Chee Vincent.11 However, the question of whether a promisee's performance of a pre-existing contractual obligation owed to the promisor constitutes good consideration in support of the promisor's promise to accept less is still an open one under Singapore law.

iii Intention to create legal relations

Parties must have objectively intended the contract to have legal effect. It is generally presumed that parties in social and domestic arrangements do not intend to create legal relations. Conversely, where parties are in business and commercial arrangements, it is presumed that they intend to create legal relations.

iv Certainty of terms and completeness of agreement

For a contract to be valid and enforceable, there must be certainty as to the material terms of a contract, and the contract must be complete. Parties may, however, conclude a binding contract even if there are terms yet to be agreed, if they have demonstrated that they still intend to be bound despite the remaining unsettled terms.12

v Form

Although contracts may be made orally, there are statutory rules which govern the form of specific categories of contracts. For example, a contract for the sale of immovable property is unenforceable unless it is evidenced in signed writing.13

vi Third party beneficiaries

The Contract (Right of Third Parties) Act (Cap 53B) confers on a third party to a contract (entered into on or after 1 January 2002) a statutory right to enforce a term in the contract where:

  1. the contract expressly provides that he may do so; or
  2. the term purports to confer a benefit on him and a proper construction of the contract does not show that this is contrary to the intention of the parties to the contract.14

The third party must be expressly identified by name, class or description.15

vii Alternative methods of establishing commercial rights and obligations

Where there is no enforceable contract between parties, depending on the facts, parties to the purported contract may still be able to assert their rights against the other.

viii Unjust enrichment

A claim may be successfully brought in unjust enrichment where:

  1. the defendant has been enriched or benefited;
  2. the enrichment was at the expense of the claimant;
  3. one of the unjust factors is established; and
  4. there is no defence available.16

An example of when a claim in unjust enrichment may be brought is where a party has delivered goods or performed a service pursuant to an unenforceable contract.

ix Promissory estoppel

The court may also give effect to a non-contractual promise by relying on the doctrine of promissory estoppel where there is:

  1. a clear and unequivocal promise by the promisor as to his or her future conduct, whether by words or conduct;
  2. reliance on the promise by the promisee; and
  3. detriment suffered by the promisee as a result of the reliance.17

This doctrine cannot, however, be used as an independent cause of action.

III CONTRACT INTERPRETATION

The principles of contractual interpretation in Singapore are well-established. These principles were summarised by the Court of Appeal in PT Bayan Resources TBK and another v. BCBC Singapore Pte Ltd18 as follows:

  1. The starting point is to look at the text of the contract.
  2. The court may have regard to the relevant context if it is clear, obvious and known to both parties.

Examples of the relevant context include the entirety of the contract and the entirety of the commercial documents entered into as part of the transaction which is the subject matter of the contract.

Generally, the meaning ascribed to the contractual terms must be one that the expressions used by the parties can reasonably bear.

i Admissibility of extrinsic evidence

The admissibility of evidence in Singapore is governed by the Evidence Act (Cap 97). In particular, Section 94 of the Evidence Act provides that, where the terms of a contract are reduced to a written document, no evidence of any oral agreement or statement shall be admitted for the purpose of contradicting, varying, adding to, or subtracting from its terms. This is subject to a general exception in Section 94(f), which the Singapore courts have construed as allowing extrinsic evidence of the surrounding circumstances in aid of contractual interpretation, even in the absence of ambiguity.19

However, the admission of extrinsic evidence is subject to a number of restrictions including the nature, particulars, and effect of the extrinsic evidence sought to be relied on must be pleaded with specificity.20

There is a general bar against the admissibility of evidence on the subjective intentions of the drafters at the time of the conclusion of the contract, except in situations where there is latent ambiguity.21

The Singapore Court of Appeal has not expressed a concluded view on the admissibility of extrinsic evidence on pre-contractual negotiations22 or on the admissibility of extrinsic evidence on subsequent conduct.23

ii Implied terms

Under Singapore law, the court may imply terms into a contract, to the extent that such implied terms do not contradict express provisions.

Terms may be implied in law (e.g. by statute or policy considerations) or by custom (where the relevant usage is 'notorious, certain and reasonable').

Terms may also be implied in fact to give effect to the presumed intentions of the parties so as to fill a gap in their contract. The Singapore Court of Appeal in Sembcorp Marine Ltd v. PPL Holdings Pte Ltd24 sets out a three-step test for implying terms in fact:

  1. First, the court will ascertain how the gap arose. The court will only consider implying a term if the gap arose because the parties did not contemplate it.
  2. Second, the court will consider whether implying a term is necessary in the business or commercial sense to give the contract efficacy.
  3. Third, the court will consider the specific term to be implied. The term must be one that the parties, having had regard to the need for business efficacy, would have responded 'Oh, of course!' if the proposed term had been put to them at time of the contract.

IV DISPUTE RESOLUTION

i Threshold requirements

Civil claims exceeding S$250,000 in value are usually commenced in the Singapore High Court. The District Court hears claims between S$60,000 to S$250,000,25 while the Magistrates' Court hears claims below S$60,000.

The Singapore International Commercial Court (SICC) is a sub-division of the Singapore High Court. It hears claims which are of an international and commercial nature, and where the parties have submitted to its jurisdiction under a written jurisdiction agreement.26

ii Jurisdiction clauses

The Singapore courts will give effect to contractual jurisdiction clauses.

A jurisdiction clause may specify an exclusive forum in respect of disputes. If there is an exclusive jurisdiction clause in favour of Singapore, the Singapore courts will not stay the proceedings in favour of another forum unless the party seeking a stay can show exceptional circumstances amounting to a strong cause why the court should allow him to breach his promise.27

If the jurisdiction clause is non-exclusive, the effect will depend on the interpretation of the precise words used. Where the parties agree to 'submit to the non-exclusive jurisdiction' of the Singapore courts, the effect is that they agree to waive their objections to the Singapore courts assuming jurisdiction. The party resisting jurisdiction of the Singapore courts must therefore show strong cause why he should not be bound by his agreement to submit. Where Singapore is not the forum named in the non-exclusive forum, the party resisting jurisdiction may apply for a stay or set aside service on the basis that Singapore is forum non conveniens.28

Singapore is also a signatory to the Hague Convention on Choice of Court Agreements, which entered into force on 1 October 2015. Under the Choice of Court Agreements Act 2016 (No. 14 of 2016), if a party brings a claim before the Singapore court in breach of an exclusive jurisdiction agreement in favour of a Hague Convention Contracting State, the Singapore court must stay or dismiss proceedings unless certain specified circumstances exist.29

iii Alternative dispute resolution

The use of alternative dispute resolution mechanisms is common.

Parties may resolve their disputes through private and binding arbitration at the Singapore International Arbitration Centre, or pursuant to the ad hoc rules of other arbitration bodies, like the International Chamber of Commerce. Domestic arbitrations are governed by the Arbitration Act (Cap 10), while international arbitrations are governed by the International Arbitration Act (Cap 143). Singapore is widely recognised as an arbitration-friendly jurisdiction.

Mediation, or negotiations facilitated by a neutral third party with a view to settlement, are provided by the Singapore Mediation Centre and the Singapore International Mediation Centre. The courts encourage litigants to consider mediation, and may impose adverse costs consequences for an unreasonable refusal to mediate.

Under the Mediation Act 2017 (No. 1 of 2017), the court may stay proceedings where the subject matter of the proceedings is the subject of a mediation agreement,30 and may record a mediated settlement agreement as an order of court.31 Singapore has signed the Singapore Convention on Mediation,32 which provides for the cross-border enforcement of mediated settlement agreements.

V BREACH OF CONTRACT CLAIMS

A breach of contract is committed when a party to a contract unlawfully fails to perform his or her contractual obligation(s) or does not comply with a term of, or standard required by, the contract. A breach may also take the form of an anticipatory breach, where a party makes it clear to the other party by his words or conduct, before the time for performance is due, that he has no intention to perform all or part of his obligations under the contract. The innocent party is entitled to bring a claim for damages for losses caused by the breach.

A breach does not always entitle the innocent party to terminate the contract. But where the breach takes the form of a repudiatory breach, the innocent party may (in addition to seeking damages) elect to accept the repudiation and treat the contract as terminated. A repudiatory breach arises:33

  1. when the defaulting party renounces the contract in a manner that clearly conveys to the innocent party that he will not perform his contractual obligations at all;
  2. where the breach is of a condition, (i.e., a term that the parties had intended to designate with such importance) so that any breach, regardless of its actual consequences, would entitle the innocent party to terminate the contract; or
  3. where the breach deprives the innocent party of substantially the whole benefit which parties had intended that he should obtain from the contract.

Where a claim is brought for damages caused by the breach, the burden is on the claiming party to prove causation between the breach and the loss he has suffered.

VI DEFENCES TO ENFORCEMENT

Apart from challenging an allegation of breach on the facts, there are a number of ways in which parties may avoid enforcement of contractual obligations or challenge claims of breach of contract in Singapore. Broadly, among other things, parties may seek to argue that:

  1. they have been discharged from performing their contractual obligations;
  2. the contract is void;
  3. the contract is voidable and that it should be rescinded or set aside; or
  4. the limitation period has expired. Examples are set out below.

i Discharge of the contract

A contract may be discharged by an express force majeure clause in the contract, where parties agree that they are to be excused from performance upon the occurrence of events that are beyond the control of the parties.

By the operation of law, a contract may also be automatically discharged where it is frustrated, and the parties are no longer bound to perform contractual obligations after the frustrating event. The doctrine of frustration applies where there is a supervening event which occurs (through no fault of any party) after the formation of the contract and renders a contractual obligation radically or fundamentally different from what has been agreed in the contract.34 The doctrine is a narrow one that only applies in exceptional circumstances.

ii The contract is void

Mistake at common law

A contract may be void if the parties have shared a common mistake – not attributable to the fault of any party and the risk of which is not allocated to one party – as to the facts or law before the contract was concluded, and where the mistake renders the subject matter of the contract fundamentally different from the subject-matter which constituted the basis of the contract.35

If only one party is mistaken, the mistaken party may rely on the doctrine of unilateral mistake to argue that the contract is void. Two types of unilateral mistake are recognised:

  1. a mistake as to the terms of the contract, which must be sufficiently fundamental or important, and where the other party is aware of the mistake;36 and
  2. a mistake as to the identity of the other contracting party.

Illegality and public policy

A contract may be void for illegality if it is prohibited by statute or an established category of common law public policy (which includes contracts to commit a crime, tort or fraud). If the contract is not unlawful per se under common law, but entered into with the object of committing an illegal act, it may be void if that is a proportionate response to the illegality. 37

A contract may also be unenforceable on the ground of foreign illegality if:

  1. its object or purpose involves doing an act that would violate the law of a foreign friendly state; or
  2. if the performance of the contract is unlawful under the law of the country where the contract is to be performed.38

iii The contract is voidable

Mistake in equity

Although abolished in English law, the doctrine of common mistake in equity is presently still part of Singapore law.39 A contract founded on common mistake may be voidable in equity, even if it does not satisfy and is thus not void by the common law doctrine of common mistake.

The Singapore courts have recognised the existence of unilateral mistake in equity. For this doctrine to apply, the party seeking to establish it must show that:40

  1. the unilateral mistake was fundamental;
  2. the non-mistaken party had constructive knowledge of the unilateral mistake; and
  3. there was some element of impropriety on the part of the non-mistaken party.

This differs from the doctrine of unilateral mistake at common law in that constructive, as opposed to actual, notice of the mistake may be sufficient.

iv The party seeking relief in equity must do so with 'clean hands'

Duress

A contract may be avoided on the ground that it was made under duress. Duress may be made out where there is illegitimate pressure directed at the victim which amounts to the compulsion of the victim's will, and includes physical and economic duress. Pressure is illegitimate where there is a threat of unlawful action,41 or where a threat of lawful action results in terms that are so manifestly disadvantageous that it is unconscionable for the defendant to retain the benefit of those terms.42

Limitation

A breach of contract claim must be brought within six years from the date the cause of action accrued.43 In cases involving fraud or mistake, the limitation period only begins to run at the time where the claimant has discovered or could with reasonable diligence have discovered the fraud or mistake.44

VII FRAUD, MISREPRESENTATION AND OTHER CLAIMS

i Fraud and misrepresentation

The elements of misrepresentation are:

  1. a representation of fact by words or conduct;
  2. the representation was false or untrue;
  3. the representation was made with the intention that it should be acted on by the injured party;
  4. the injured party acted on the representation; and
  5. the injured party suffered damage by doing so.

A contract may be rescinded if a defence of misrepresentation is established.

Fraudulent or negligent misrepresentation may also found independent causes of action.

To establish fraudulent misrepresentation (i.e., the tort of deceit), the claimant must prove that the representation was made dishonestly, that is, with the knowledge that the statement was false or made in the absence of any genuine belief that it was true.45

To establish negligent misrepresentation (i.e., the tort of negligent misstatement), the claimant must show that he was owed a duty by the representor to take care in making a statement, and that the representor had failed to take care.46

Under Section 2(1) of the Misrepresentation Act (Cap 390), a claimant is entitled to damages for misrepresentation as though the misrepresentation had been made fraudulently, unless the representor can show that he had reasonable ground to believe and did believe up to the time the contract was made that the facts represented were true. Section 2(2) of the Misrepresentation Act (Cap 390) also gives the court the discretion to award damages in lieu of rescission for a misrepresentation other than fraudulent misrepresentation.

ii Undue influence

A contract may be avoided on the grounds of undue influence. There are two classes of undue influence, namely, actual (i.e., 'Class 1') undue influence and presumed (i.e., 'Class 2') undue influence.

Class 1 undue influence may be established where the claimant shows that he had entered into a transaction because the other party to the transaction (i.e. the defendant) actually exerted undue influence on him. The claimant bears the burden of showing that:

  1. the defendant had the capacity to influence him;
  2. the influence was in fact exercised;
  3. the exercise of the said influence was undue; and
  4. the exercise of the said influence brought about the transaction.47

Class 2 undue influence requires the claimant to show circumstances where undue influence may be presumed. It is sufficient for him to show that:

  1. there was a relationship of trust and confidence between the claimant and the defendant;
  2. the relationship was one which it could be presumed that the defendant abused the claimant's trust and confidence in influencing the claimant to enter into the transaction; and
  3. the transaction calls for an explanation.48

iii Unconscionability and good faith

The Singapore Court of Appeal recently confirmed that the 'narrow' doctrine of unconscionability applies in Singapore. To rely on the doctrine, the claimant must demonstrate that he was suffering from an infirmity that the defendant exploited in procuring the transaction. The burden then shifts to the defendant to show that the transaction was fair, just and reasonable.49

Singapore law does not presently recognise an overriding doctrine of good faith or a general implied duty of good faith,50 although the courts will enforce an express contractual duty between the parties to negotiate in good faith.51

iv Inducing breach of contract and conspiracy

A claimant alleging breach of contract may also bring a claim in tort against a third party for inducing a breach of contract. The claimant must show that the contract was actually breached, the third party knew of the contract and intended to interfere with the claimant's contractual rights, the third party directly procured or induced the breach of contract, and the claimant suffered injury resulting from the breach of contract.52

Another claim that is commonly brought in conjunction with a breach of contract claim is the tort of unlawful means conspiracy. This involves a combination of two or more persons acting together with the intention to cause injury or damage through unlawful acts that are performed in furtherance of their agreement, therefore causing loss to the claimant.53

VIII REMEDIES

There are various remedies available for breach of contract.

i Claim in debt

A debt claim is a claim for sums that are due and owing under the contract.

Parties may also have agreed on the amount of damages to be paid in the event of breach and included a liquidated damages clause in their contract. Such a clause is only enforceable if it is a genuine pre-estimate of loss and not a penalty.54

ii Compensatory damages

The principal remedy for breach of contract is an award of monetary damages to compensate for the loss suffered by the innocent party. The general principle is that the claimant should be put in the position he would have been in had the contract been performed.

The ordinary measure of damages is therefore assessed by reference to the claimant's expectation loss – the claimant's expected gains had the contract been performed. Where expectation losses cannot be ascertained, the claimant may seek reliance losses in the alternative – the claimant's costs and expenses in entering into the contract and which have been wasted because of the acts of the defaulting party. Expectation losses and reliance losses cannot usually be awarded together, as this will result in overcompensation.55

iii Punitive damages

These generally cannot be awarded for a pure breach of contract under Singapore law.56

iv 'Wrotham Park' damages

The Court of Appeal has recognised the availability of damages for the claimant's lost opportunity to bargain with the defendant for a price for releasing the latter from his obligations, where compensation on the expectation or reliance measure is not available. This form of damages is named after the English High Court case in Wrotham Park Estate Co Ltd v. Parkside Homes Ltd [1974] 1 WLR 798 and is assessed by reference to a hypothetical release price.

v Non-monetary remedies

Apart from the remedy of rescission (where it can be shown on the grounds above that the contract is voidable), the claimant may also seek specific performance or injunctions. Both are equitable remedies and given at the court's discretion.

vi Limitations to recovery of losses

The claimant must show that the losses he suffered were caused by the defendant's breach and were not too remote. The damages claimed must be for losses that arise directly, naturally and in the ordinary course of events, or losses which are reasonably recoverable in the light of the defendant's actual knowledge of special or extraordinary facts and circumstances at the time of the contract.57 The claimant is also expected to take reasonable steps to mitigate the losses he suffers as a result of the breach.58

The Singapore courts will also give effect to contractual clauses which seek to limit or restrict the parties' liability for losses caused by a breach of contract, subject to contractual interpretation principles on the scope of such clauses and the operation of the Unfair Contract Terms Act (Cap 396).

IX CONCLUSIONs

Parties who wish to adjudicate their disputes in Singapore now have the option of the Singapore High Court, the Singapore International Commercial Court, or arbitration (whether under the auspices of the Singapore International Arbitration Centre or ad hoc arbitrations). Singapore has encouraged and participated in efforts to make the cross-border enforcement of rights as effective as possible – notably, with the coming into force of the Choice of Court Agreements Act 2016 (No. 14 of 2016) and the signing of the Singapore Convention on Mediation.

Singapore law is now in a phase of consolidation, following a trend which started fifteen years ago to develop and rationalise a coherent body of commercial law that allows parties to ascertain their rights and order their dealings with certainty. Parties can expect continued incremental development of law, but with the assurance of a firm foundation in place.

The dispute resolution landscape will also continue to evolve with a number of significant prospective changes. A public consultation took place in late 2018 on reforms to the civil justice system, including the introduction of a new set of rules for court proceedings with more robust court-led management of cases. Third party funding, historically viewed as champerty, is now allowed for arbitration and arbitration-related court proceedings (but not for court litigation).59 The Ministry of Law has also proposed the enactment of a similar framework for conditional fee agreements, and a public consultation is underway. All these developments are likely to increase Singapore's attractiveness as a dispute resolution centre.


Footnotes

1 Tan Xeauwei and Melissa Mak are partners at Allen & Gledhill.

2 Aircharter World Pte Ltd v. Kontena Nasional Bhd [1999] 2 SLR(R) 440 (SGCA).

3 Gay Choon Ing v. Loh Szi Ti Terence Peter [2009] 2 SLR(R) 332 (SGCA) at [48].

4 Ang Sin Hock v. Khoo Eng Lim [2010] 2 SLR 179 (SGCA).

5 Gay Choon Ing v. Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332 (SGCA) at [47], citing E Peel, Treitel on the Law of Contract (Sweet & Maxwell, 13th edn 2011) at p17.

6 Stuttgart Auto Pte Ltd v. Ng Shwu Yong [2005] 1 SLR(R) 92 (SGHC).

7 Section 11(1) of the Electronic Transactions Act (Cap 88).

8 Andrew Phang, The Law of Contract of Singapore (Academy Publishing 2012) ('Phang') at para at 04-001.

9 Gay Choon Ing v. Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332 (SGCA) at [83].

10 Williams v. Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1 (English Court of Appeal).

11 Sea-Land Service Inc v. Cheong Fook Chee Vincent [1994] 3 SLR(R) 250 (SGCA).

12 Rudhra Minerals Pte Ltd v. MRI Trading [2013] 4 SLR 1023 (SGHC) at [27].

13 Section 6(d) of the Civil Law Act (Cap 43).

14 Section 2(1) and (2) of the Contracts (Rights of Third Parties) Act (Cap 53B).

15 Section 2(3) of the Contracts (Rights of Third Parties) Act (Cap 53B).

16 Wee Chiaw Sek Anna v. Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) [2013] 3 SLR 801 (SGCA) at [98].

17 Cupid Jewels Pte Ltd v. Orchard Central Pte Ltd [2014] 2 SLR 156 (SGCA) at [35].

18 PT Bayan Resources TBK and another v. BCBC Singapore Pte Ltd [2019] 1 SLR 30 (SGCA) at [120].

19 Zurich Insurance (Singapore) Pte Ltd v. B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 (SGCA) at [114]; Yap Son On v. Ding Pei Zhen [2017] 1 SLR 219 (SGCA) at [42].

20 Sembcorp Marine Ltd v. PPL Holdings [2013] 4 SLR 193 (SGCA) at [73].

21 Sembcorp Marine Ltd v. PPL Holdings [2013] 4 SLR 193 (SGCA) at [59].

22 Xia Zhengyan v. Geng Changqing [2015] 3 SLR 732 (SGCA) at [62]-[69].

23 Simpson Marine (SEA) Pte Ltd v. Jiacipto Jiaravanon [2019] 1 SLR 696 (SGCA) at [79].

24 Sembcorp Marine Ltd v. PPL Holdings Pte Ltd [2013] 4 SLR 193 (SGCA).

25 Where the amount claimed is in excess of S$250,000, parties may nonetheless agree by a memorandum signed by them or their solicitors for the District Court to hear and try the action: Section 23 of the State Courts Act (Cap 321).

26 Cases may also be transferred from the High Court to the SICC: Order 110 r 12 of the Rules of Court (Cap 322, R5).

27 The 'Jian He' [1999] 3 SLR(R) 432 (SGCA) at [28].

28 Shanghai Turbo Enterprises Ltd v. Liu Ming [2019] 1 SLR 779 (SGCA) at [82]-[88].

29 Section 12 of the Choice of Court Agreements Act 2016 (No. 14 of 2016).

30 Section 8 of the Mediation Act 2017 (No. 1 of 2017).

31 Section 12 of the Mediation Act 2017 (No. 1 of 2017).

32 The United Nations Convention on International Settlement Agreements Resulting from Mediation.

33 RDC Concrete Pte Ltd v. Sato Kogyo (S) Pte Ltd [2007] 4 SLR(R) 413 (SGCA).

34 Alliance Concrete Singapore Pte Ltd v. Sato Kogyo (S) Pte Ltd [2014] 3 SLR 857 (SGCA) at [33].

35 Olivine Capital Pte Ltd v. Chia Chin Yan [2014] 2 SLR 1371 (SGCA) at [67].

36 Chwee Kin Keong and others v. Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502 (SGCA) at [53].

37 Ting Siew May v. Boon Lay Choo [2014] 3 SLR 609 (SGCA) at [66]; Ochroid Trading v. Chua Siok Lui [2018] 1 SLR 363 (SGCA) at [64]-[66].

38 BCBC Singapore Pte Ltd v. PT Bayan Resources TBK [2016] 4 SLR 1 (SICC) at [175]-[176].

39 Chwee Kin Keong v. Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502 (SGHC).

40 Chwee Kin Keong and others v. Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502 (SGCA) at [80].

41 Tjong Very Sumito v. Chan Sing En [2012] 3 SLR 953 (SGHC) at [249].

42 Tam Tak Chuen v. Khairul bin Abdul Rahman [2009] 2 SLR(R) 240 (SGHC) at [22]; cf. the reservations in E C Investment Holding Pte Ltd v. Ridout Residence Pte Ltd [2011] 2 SLR 232 (SGHC) at [49].

43 Section 6(1)(a) of the Limitation Act (Cap 163).

44 Section 29 of the Limitation Act (Cap 163).

45 Panatron Pte Ltd v. Lee Cheow Lee [2001] 2 SLR(R) 435 (SGCA) at [14].

46 Spandeck Engineering (S) Pte Ltd v. Defence Science & Technology Agency [2007] 4 SLR(R) 100 (SGCA).

47 BOM v. BOK [2019] 1 SLR 349 (SGCA) at [101(a)].

48 BOM v. BOK [2019] 1 SLR 349 (SGCA) at [101(b)].

49 BOM v. BOK [2019] 1 SLR 349 (SGCA) at [142].

50 Ng Giap Hon v. Westcomb Securities Pte Ltd [2009] 3 SLR(R) 518 (SGCA). However, it remains open to argue for such a duty to be implied in fact: see PH Hydraulics & Engineering Pte Ltd v. Airtrust (Hongkong) Ltd [2017] 2 SLR 129 (SGCA) at [133].

51 HSBC Institutional Trust Services (Singapore) Ltd (trustee of Starhill Global Real Estate Investment Trust) v. Toshin Development Singapore Pte Ltd [2012] 4 SLR 738 (SGCA).

52 Turf Club Auto Emporium Pte Ltd v. Yeo Boong Hua [2018] 2 SLR 655 (SGCA) at [311].

53 EFT Holdings, Inc v. Marinteknik Shipbuilders (S) Pte Ltd [2014] 1 SLR 860 (SGCA) at [112].

54 Hon Chin Kong v. Yip Fook Mun [2018] 3 SLR 534 (SGHC) at [60]-[61]

55 Alvin Nicholas Nathan v. Raffles Assets (Singapore) Pte Ltd [2016] 2 SLR 1056 (SGCA) at [24]-[25].

56 PH Hydraulics & Engineering Pte Ltd v. Airtrust (Hongkong) Ltd [2017] 2 SLR 129 (SGCA).

57 Out of the Box Pte Ltd v. Wanin Industries Pte Ltd [2013] 2 SLR 363 (SGCA) at [17]-[18].

58 The 'Asia Star' [2010] 2 SLR 1154 (SGCA) at [44].

59 Civil Law (Amendment) Act 2017 (No. 2 of 2017) and the Civil Law (Third-Party Funding) Regulations 2017.