OVERVIEW
Contract law in Singapore is rooted in English common law. Following Singapore’s independence, Parliament chose not to codify the law on contract, although certain English statutes relating to specific areas of contract law were incorporated into Singapore law, including the Misrepresentation Act, Unfair Contract Terms Act, and the Sale of Goods Act. Accordingly, developments in the law of contract in Singapore have been led by the court.
Historically, decisions in the courts of England, Wales, Australia and other Commonwealth jurisdictions have been persuasive. Over the past two decades, Singapore courts have developed their own unique jurisprudence and may be considered as a global thought leader, particularly in the area of contract law.
Developments in contract law in Singapore mirror the nation-state’s business-friendly emphasis on freedom of contract, clarity and certainty of enforcement, particularly across borders.
In a further move to increase the sophistication of its jurisprudence and expand the scope for the export of Singapore law, Singapore has also established the Singapore International Commercial Court, which offers a panel of international judges, the possibility of foreign legal representation, and limits to the right of appeal to Singapore’s apex court.
CONTRACT FORMATION
Under Singapore law, a contract may be made orally, in writing, or by conduct. The elements of a validly formed contract are:
a. offer and acceptance;
b. consideration; and
c. intention to create legal relations.
i Offer and acceptance
An offer is an expression of willingness to be bound by a clear set of terms as soon as it is accepted by the person to whom it is addressed.[1] An offer therefore requires an intention to be bound should the offer be accepted and communication of the offer to the offeree.[2]
An effective acceptance consists of a final and unqualified acceptance of the terms of an offer which has been communicated to the offeror.[3]
Whether an offer has been validly made and accepted is determined by an objective interpretation of the facts of the case, including the words used by parties,[4] conduct of parties,[5] and surrounding circumstances when the offer or acceptance was made.[6]
Parties may also be bound by expressions of offer and acceptance made by third parties who have been expressly or impliedly authorised to do so, or who, because of the principal’s actions, have the appearance of authority.
ii Consideration
Consideration is ‘something of value that is given in exchange for the counterparty’s promise or performance’.[7] Consideration must be requested by the promisor.[8] An act done prior to and independently of a promise cannot be regarded as valid consideration for the promise as it is not done in exchange for the promise.[9] The court will not question the sufficiency of the consideration, as long as it is established to be of value to the promisor. In addition, an agreement may be enforced in the absence of consideration if it has been executed as a deed. This requires the settlor to fulfil the formalities of ‘signing, sealing, and delivering’ the document.
A question that has arisen in courts in certain Commonwealth jurisdictions recently is whether the requirement of consideration for variation or modifications of contract should be dispensed with.[10] The Singapore Court of Appeal in Ma Hongjin v. SCP Holdings Pte Ltd [11] has answered this issue in the negative. Consideration therefore remains a requirement for variation or modification of a contract. Parties are, however, at liberty to ‘exclude the requirement for consideration for the variation of contract by unambiguously stating so at the point that contract is formed’.[12]
iii Intention to create legal relations
Both parties to a transaction must intend for it to have legal effect,[13] which means that the aggrieved party could invoke the assistance of the court if the agreement was not honoured.[14]
A presumption to create legal relations arises in an agreement made in a commercial context.[15] On the contrary, where an agreement is made in a domestic context, there is a presumption that parties did not intend to create legal obligations.[16]
iv Contracts which must be evidenced in writing
The law requires that certain contracts be evidenced in writing to be enforceable.[17] In particular, any contract for the sale or other disposition of land (or any interest in land) must be evidenced in writing. The requirement of being ‘evidenced in writing’ has been generously interpreted by the Singapore courts and includes chat applications and text messages, as long as the parties’ intentions are clear.[18]
CONTRACT INTERPRETATION
Under Singapore law, the overriding principle in contractual interpretation is to determine and give effect to the intention of parties as objectively ascertained.[19] The courts adopt a two-step approach under which,[20] the starting point is to look at the text of the contract and thereafter, the court may have regard to the relevant context of the contract if it is clear, obvious and known to both parties.[21]
i Parol evidence rule and the admissibility of extrinsic evidence
Where the contract is in writing and the parties intended for the written contract to contain all the terms of the agreement, the terms of the contract are determined only by reference to the written document.[22] No other evidence may be relied upon as proof of the terms of the contract,[23] and no evidence of any oral agreement or statement will be admitted for the purpose of contradicting, varying, adding to or subtracting from the terms of the written contract.[24]
However, extrinsic evidence may be admitted if it meets the requirements of any of the situations under Section 94(a) to 94(f) of the Evidence Act 1997. In particular, Section 94(f) allows the use of extrinsic evidence to show how the words of the contract are ‘related to existing facts’. The use of extrinsic facts in for this purpose is governed by the following principles:[25]
a. extrinsic evidence is admissible so long as it is relevant, reasonably available to all the contracting parties, and relates to a clear or obvious In this context, ‘relevant’ means that it would affect the way in which the words would have been understood by a reasonable person in the position of the parties;
b. the court will only adopt a different interpretation from that suggested by the plain language of the contract if the context of the contract is clear and This is intended to strike a balance between commercial certainty and give effect to the parties’ intentions; and
c. the party seeking to rely on extrinsic evidence has to comply with the following requirements of civil procedure:
-
- they must plead with specificity each point of the factual matrix that they wish to rely on in support of their construction of the contract;
- they must plead the factual circumstances in which the facts were known to all the relevant parties; and
- they must specify in their pleadings the effect that such facts will have on their contended construction.
ii Implied terms and collateral contracts
Although Singapore law does not countenance the addition or variation of terms, based on extrinsic evidence, the courts may imply terms into a contract if these are implied by law or custom, or, in exceptional cases, to give effect to the presumed intentions of the parties. There is a three-stage test for implying such terms, although these stages have at times been described as overlapping requirements or different expressions of the same test:[26]
a. there must be a gap in the terms of the contract that requires the implication of a In addition, the court will imply a term if the gap arose because the parties did not contemplate it;
b. the court will consider whether implying a term is necessary in the business or commercial sense to give the contract efficacy; and
c. the term to be implied 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 the time of the contract.
iii Best endeavour clauses
A common contractual term or obligation in commercial contracts is for a party to use all its best endeavours or efforts to achieve or procure a contractually stipulated outcome. The Court of Appeal recently reaffirmed the following principles and guidelines on what a ‘best endeavour’ clause entails:[27]
a. ‘the obligor has a duty to do everything reasonable in good faith with a view to procuring the contractually-stipulated outcome within the time allowed. This involves taking all those reasonable steps which a prudent and determined man, acting in the interests of the obligee and anxious to procure the contractually-stipulated outcome within the available time, would have taken’;
b. ‘the test for determining whether a “best endeavours” obligation has been fulfilled is an objective test’;
c. ‘in fulfilling its obligation, the obligor can take into account its own interests’;
d. ‘a “best endeavours” obligation is not a warranty to procure the contractually-stipulated outcome’;
e. ‘the amount or extent of “endeavours” required of the obligor is determined with reference to the available time for procuring the contractually-stipulated outcome; the obligor is not required to drop everything and attend to the matter at once’;
f. ‘where breach of a “best endeavours” obligation is alleged, a fact-intensive inquiry will have to be carried out’; and
g. ‘best endeavours’ clauses require the obligor ‘to go on using endeavours until the point is reached when all reasonable endeavours have been exhausted’ or ‘to do all that it reasonably could’.
DISPUTE RESOLUTION
i Threshold requirements
The size of the claim arising from a contractual dispute determine the court in which the dispute is to be litigated. Claims exceeding S$250,000 are commenced in the General Division of the High Court; claims above S$60,000 and up to S$250,000 are commenced in the District Court; and claims not exceeding S$60,000 are commenced in the Magistrate Court.
Further, claims that are international and commercial in nature may be heard in the Singapore Internal Commercial Court, subject to certain requirements.
ii Agreements or clauses on jurisdiction
Contractual jurisdiction clauses are enforceable in Singapore. Broadly, jurisdiction clauses may be exclusive or non-exclusive.
The Singapore courts will give effect to exclusive jurisdiction clauses, as long as it is shown, on the evidence before the court, that an agreement on exclusive jurisdiction exists that is applicable to the dispute.[28]
However, the court may decline to give effect to the exclusive jurisdiction agreement if it is shown that the applicant is acting in abuse of process. This includes a situation where the applicant had admitted to the claim by the respondent in full and is seeking to enforce the exclusive jurisdiction agreement merely to avoid payment.[29]
The court will also give effect to non-exclusive jurisdiction agreements, but this is subject to the doctrine of forum non conveniens, which governs the appropriate forum for a dispute.
iii Alternative dispute resolution
Singapore has adopted a policy of encouraging the resolution of disputes through alternative dispute resolution, in particular arbitration and mediation.
The provisions of the International Arbitration Act and the rules of the Singapore International Arbitration Centre are designed to maximise the effectiveness of arbitration as a dispute resolution mechanism. This includes broad powers to tribunals to issue interim and emergency orders, the availability of expedited procedures, and latitude for parties to agree on the arbitral rules. Singapore courts have upheld the ability of tribunals to decide their own competence, as well as the subject matter arbitrability of various contractual disputes, including minority oppression cases and employment disputes.
The Singapore courts have also upheld contractual clauses requiring parties to mediate their disputes, as long as these are phrased with sufficient certainty. Singapore has also given effect to the Singapore Convention on Mediation, which allows a party to an international settlement agreement to record the agreement as an order of the Singapore court.
BREACH OF CONTRACT CLAIMS
A breach of contract occurs when a contracting party, without lawful excuse, fails to perform their contractual obligations.[30]
A breach generally entitles the innocent party to damages based on an expectation measure. In addition, a breach would entitle an innocent party to treat the contract as terminated in the following four situations:[31]
a. where the contractual term in question clearly and unambiguously states that, should an event or certain events occur, the innocent party would be entitled to terminate the contract;
b. where the party in breach of contract, by its words or conduct, simply renounces the contract inasmuch as it clearly conveys to the innocent party that it will not perform its contractual obligations at all;
c. where the term breached is a condition (as opposed to a warranty) of the contract, the innocent party is entitled to terminate the contract; and
d. where the breach of a term deprives the innocent party of substantially the whole benefit that it was intended to obtain from the contract.
A breach of a contract may also be anticipatory in nature. This is when a party makes it clear, by way of words or conduct, to the other party before the time performance is due that they have no intention of performing all or part of their obligations under the contract.[32]
The burden of proving the breach, and that causation between the breach and the damages suffered, lies with the claimant.
DEFENCES TO ENFORCEMENT
Some common defences to a claim for breaches of contract are set out below.
i No contract to begin with
A party may allege that a valid contract was never formed for lack of any of the elements of offer and acceptance, consideration, or intention to create legal relations.
For example, a sham agreement which was created to deceive third parties, but was not intended to create enforceable legal obligations, cannot be enforced.[33]
ii Disputing the alleged breach
A party may dispute that a breach occurred. This includes disputing the facts of the alleged breach or advancing a certain interpretation of the relevant contractual terms.
iii Contract has been discharged: force majeure and frustration
Unlike civil law jurisdictions, Singapore law does not recognise the doctrine of force majeure. However, if a contract has a force majeure clause, providing that parties are to be excused from performance of the contract upon the occurrence of events beyond the control of parties, the court will give effect to the clause. The scope and effect of the clause would depend on the wording of the clause in question.
A party may rely on the doctrine of frustration. Where a supervening event, occurring through no fault of either party after the contract has been entered into, renders the contractual obligations of parties radically or fundamentally different from what was envisaged when the contract was agreed to, the contract comes to an end automatically. A defendant would only succeed in establishing this defence in exceptional circumstances.
iv Undue influence
Contracts created by undue influence are voidable at the election of the innocent party. Undue influence occurs when a person abuses his or her dominant position or relationship of trust and confidence to procure the other party’s consent to the contract.
There are two classes of undue influence: actual undue influence (Class 1) and presumed undue influence (Class 2).
Under Class 1 undue influence, the claimant must show that: (1) the defendant had the capacity to influence him or her; (2) the influence was exercised; (3) the said exercise of influence was undue; and (4) the said exercise of influence brought about the transaction.[34]
Under Class 2 undue influence, the claimant only need demonstrate that: (1) there was a relationship of trust and confidence between parties; (2) the relationship was such that it could be presumed that the defendant abused the claimant’s trust and confidence in influencing the claimant to enter into the transaction in question; and (3) the transaction was one that calls for an explanation.[35]
v Mistake
A mistake is when one or both parties enter into a contract under a misapprehension of the basis or a critical aspect of the transaction. A mistake may result in the contract being void or voidable. There are two common types of mistake: common mistake and unilateral mistake.
A common mistake occurs when both parties have entered into an agreement based on a mistaken assumption or belief. In this case, the contract may be held void if the following conditions are met:[36]
a. there must have been no allocation of risk to either party of the consequences occasioned by the mistake;
b. the mistake concerned must not be attributable to the fault of either party;
c. the mistake must be shared by both parties and relate to facts or law before the contract was concluded; and
d. the mistake must render the subject matter of the contract fundamentally different from the subject matter that the parties contracted on as constituting the basis of their contract.
The doctrine of common mistake in equity, albeit abolished in English law, continues to apply in Singapore.[37] If a mistake is not sufficiently fundamental to render a contract void under common law, it may still be set aside if the mistake is sufficiently serious [38] under the doctrine of common mistake in equity.[39]
In contrast to a common mistake, a unilateral mistake occurs when one party is mistaken about a critical term of the contract and the other party is aware of the said mistake or has constructive knowledge of the said mistake. In this case, the contract may be invalidated.
vi Illegality and public policy
A contract which is prohibited under statute or an established head of common law public policy is considered void and unenforceable. Heads of common law public policies include but are not limited to contracts to deceive public authorities and contracts to commit a crime.[40]
vii Limitation period
Section 6(1) of the Limitation Act requires that an action founded on contract be brought within six years of the date of the cause of action accrued.[41]
Most recently, the Court of Appeal held in Esben Finance Ltd and others v. Wong Hou-Liang Neil [42] that, on the present reading of the Limitation Act, claims in unjust enrichment ‘lay outside the Limitation Act’.[43] As such, there is presently no statutory limitation to claims founded on unjust enrichment, even though these claims may relate to a contract between the parties; for example, a claim for the return of money paid on a void contract or on the basis of failure of consideration.
As for claims for fraud or mistake, the limitation period only starts when the claimant has discovered or could with reasonable diligence have discovered the fraud or mistake.[44]
FRAUD, MISREPRESENTATION AND OTHER CLAIMS
i Misrepresentation in general
A misrepresentation occurs when one party to a contract makes a false statement of fact to the other contracting party which induces the latter to enter into the contract. The misrepresentation may be made by words or conduct.[44]
The party which was induced by the misrepresentation is entitled to set the contract aside.[46] That party may also have an action for damages against the other party who made the misrepresentation.
The main types of misrepresentation are fraudulent misrepresentation, negligent misrepresentation (common law), negligent misrepresentation (statutory), and innocent misrepresentation. The following elements are common to all the said four types of misrepresentation:[47]
a. the defendant made a representation to the claimant;
b. the representation must be false or untrue;
c. the representation must have inducted the claimant to enter into the contract; and
d. the claimant suffered a loss as a result of the representation.
ii Fraudulent, negligent and innocent misrepresentations
There are some additional requirements for some of the types of misrepresentation, and the damages recoverable differ. In this regard:
a. for fraudulent misrepresentation, the claimant must also prove that the representation was made with knowledge that it is false or in the absence of any genuine belief that it is If proven, the claimant is entitled to recover all losses caused by the fraudulent misrepresentation, even for losses which might not have been reasonably foreseeable;[48]
b. for negligent misrepresentation (common law) the claimant must show that the defendant owes him or her a duty of care that was Recovery of damages for common law negligent misrepresentation is limited to losses which are reasonably foreseeable; [49]
c. for negligent misrepresentation (statutory), under Section 2(1) of the Misrepresentation Act 1994,[50] the requirements are less onerous. The claimant only needs to establish that he or she contracted in reliance on the other party’s misrepresentation. The defendant then has the burden of proving that he or she was not negligent. Further, the recovery damages is the same as that as fraudulent misrepresentation;[51] and
d. for innocent misrepresentation, the claimant is not entitled to damages at common law, but it may persuade the court to exercise its discretion under Section 2(2) of the Misrepresentation Act to award damages.[52]
REMEDIES
In a claim for breach of contract, there are various remedies that a party can seek from the Singapore courts. The common remedies sought are compensatory damages, liquidated damages and equitable remedies.
i Compensatory damages
Generally, damages are compensatory in nature. The goal is to compensate the aggrieved party for any pecuniary losses that he or she has incurred as a result of the breach. When a contract is terminated pursuant to a repudiatory breach and damages are awarded, the court will seek to place the innocent party in the position he or she would have been in had the contract been performed.[53]
ii Liquidated damages
Often in commercial contracts, parties have an agreement in respect of the quantum of damages to be paid in the event of a breach. This is usually known as liquidated damages. A party can seek recovery of the liquidated damages agreed to in the contract.
However, the liquidated damages must provide a genuine pre-estimate of the likely losses as assessed at the time of contracting. If it does not, and the sum stipulated is extravagant and unconscionable, the clause may amount to a penalty clause. In such an instance, the liquidated damages clause is rendered unenforceable.[54]
Most recently, the Court of Appeal in Denka Advantech Pte Ltd and another v. Seraya Energy Pte Ltd and another and other appeals [55] reaffirmed that the rule on penalty clauses remained good law in Singapore. In so doing, it rejected the positions in other Commonwealth jurisdictions such as Australia (which has extended the scope of penalty clauses to apply in situations not involving breach of contract) and the United Kingdom (which has held that a liquidated damages clause is a penalty only if it was out of all proportion to any legitimate interests of the aggrieved party).[56]
iii Equitable remedies
The court may also exercise its powers to grant injunctions and order specific performance.
When the breach, or continuing breach, of a party may cause irreparable harm to the innocent party, the innocent party may ask the court to impose an injunction prohibiting the other party from doing or continuing to do something.
Often, specific performance is ordered when damages are not an adequate remedy for breach of contract.
iv Limitations to recovery of damages
There are limitations to the damages that a claimant may recover.
The claimant must show that the damages sought are a result of the defendant’s breach. Damages that are too remote and unrelated are not recoverable. In this regard, the damages claimed must either arise naturally according to the usual course of things or flowing from what may reasonably be supposed to be in the contemplation of both parties when they contracted, or arise from the consequences that are foreseeable as not unlikely in light of the defendant’s actual knowledge of special facts and circumstances.[57]
The claimant is also expected to mitigate his or her damages insofar as it is reasonable to do so.[58]
Finally, parties may have agreed to limit their liability for losses caused by breach of contract by inserting clauses to that effect in the contract. In such situations, the Singapore courts will give effect to those clauses, subject to contractual interpretation principles.
CONCLUSIONS
The law of contract in Singapore generally upholds the freedom of parties to decide their own commercial obligations and holds them strictly to these obligations, with departures only in exceptional cases where the justice of the case requires.
The development of the jurisprudence is progressive but relatively stable, and the courts take a measured approach when departing from established principles.
This approach is helpful for parties in high value commercial transactions where certainty of outcome and enforcement is important to safeguard one’s interests.
Reference:
[1] Aircharter World Pte Ltd v. Kontena Nasional Bhd [1999] 2 SLR(R) 440 (SGCA) at [30].
[2] Andrew Phang, The Law of Contract Singapore (Academy Publishing, 2nd ed., 2022) (Phang) at Volume 1, paragraph 03.032.
[3] Phang at Volume 1 [03.129].
[4] Woo Kah Wai v. Chew Ai Hua Sandra [2014] 4 SLR 166 (SGCA).
[5] Ong Chay Tong & Sons (Pte) Ltd v. Ong Hoo Eng [2009] 1 SLR(R) 305 (SGCA).
[6] Tan Kok Yong Steve v. Itochu Singapore Pte Ltd [2018] SGHC 85 (High Court).
[7] Phang at Volume 1 [04.001].
[8] Gay Choon Ing v. Loh Sze Ti Terence Peter and another appeal [2009] 2 SLR(R) 332 (SGCA) (Gay Choon) at [80].
[9] Phang at Volume 1 [0.4011].
[10] Antons Trawling Co Ltd v. Smith [2003] 2 NZLR 23; Teat v. Willcocks [2014] 3 NZLR 129; Greater Fredericton Airport Authority Inc v. NAV Canada (2008) 290 DLR (4th) 405; Harrity v. Kennedy [2009] NBJ No 305; Rosas v. Toca [2018] BCJ No 938.
[11] Ma Hongjin v. SCP Holdings Pte Ltd [2021] 1 SLR 304 (SGCA) (Ma Hongjin).
[12] Ma Hongjin at [36] and [66].
[13] Gay Choon at [71].
[14] Gay Choon at [71].
[15] Hongkong & Shanghai Banking Corp Ltd v. Jurong Engineering Ltd [2000] 1SLR(R) 204 at [43].
[16] Balfour v. Balfour [1919] 2 KB 571; Choo Tiong Hin v. Choo Hock Swee [1959] MLJ 67.
[17] Section 6 of the Civil Law Act 1909 (Cap.43).
[18] Ang Bee Yian v. Ang Siew Fah [2019] SGHC 17.
[19] Zurich Insurance (Singapore) Pte Ltd v. B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 (SGCA) (Zurich Insurance) at [125].
[20] Kam Thai Leong Dennis v. Asian Infrastructure Ltd [2020] SGCA 87 (SGCA) (Kam Thai Leong Dennis).
[21] Kam Thai Leong Dennis at [29].
[22] Phang at Volume 1 [06.025]; and Zurich Insurance at [112].
[23] Phang at Volume 1 [06.026].
[24] Section 94 of the Evidence Act 1997 (Cap.97).
[25] Tuitiongenius Pte Ltd v. Toh Yew Keat [2021] 1 SLR 231 (Tuitiongenius) at [44].
[26] Sembcorp Marine Ltd v. PPL Holdings Pte Ltd [2013] 4 SLR 193 (SGCA).
[27] Carlsberg Breweries A/S v. CSAPL (Singapore) Holdings Pte Ltd [2022] 1 SLR 244 (SGCA(I)) at [71] and [72].
[28] Vinmar Overseas (Singapore) Pte Ltd v. PTT International Trading Pte Ltd [2018] 2 SLR 1271 (SGCA) (Vinmar Overseas).
[29] Vinmar Overseas at [131].
[30] Phang at Volume 2 [17.002].
[31] RDC Concrete Ptd Ltd v. Sato Kogyo (S) Pte Ltd [2007] 4 SLR(R) 413 (SGCA) at [91]–[99].
[32] STX Mumbai [2015] 5 SLR 1 (SGCA).
[33] Toh Eng Tiah v. Jiang Angelina [2021] 1 SLR 1176 (SGCA) at [77].
[34] BOM v. BOK and another appeal [2019] 1 SLR 349 (SGCA) (BOM v. BOK) at [101].
[35] BOM v. BOK at [101].
[36] Olivine Capital Pte Ltd and another v. Chia Chin Yan and another matter [2014] 2 SLR 1371 (SGCA) (Olivine Capital) at [67].
[37] Olivine Capital at [69].
[38] ibid.
[39] ibid.
[40] Ochroid Trading Ltd and another v. Chua Siok Lui (trading as VIE Import & Export) and another [2018] 1 SLR 363 (SGCA).
[41] Section 6(1) of the Limitation Act 1959 (Cap.163).
[42] Esben Finance Ltd and others v. Wong Hou-Liang Neil [2002] 1 SLR 136 (SGCA) (Esben Finance Ltd).
[43] Esben Finance Ltd at [81]–[85].
[44] Section 29 of the Limitation Act 1959 (Cap.163).
[45] Phang at Volume 1 [11.023].
[46] Attwood v. Small (1838) 6 Cl & Fin 232.
[47] Eng Hui Cheh David v. Opera Gallery Pte Ltd [2009] SGHC 121 (High Court) at [96]–[97].
[48] Panatron Pte Ltd and another v. Lee Cheow Lee and another [2001] 2 SLR (R) 435 (SGCA) at [14].
[49] Spandeck Engineering (S) Pte Ltd v. Defence Science & Techonology Agency [2007] 4 SLR(R) 100 (SGCA); and Hedly Byrne & Co Ltd v. Heller & Partners Ltd [1964] AC 465.
[50] Misrepresentation Act 1994 (Cap 390).
[51] Section 2 of the Misrepresentation Act 1994 (Cap 390).
[52] Anita Hatta v. Lee Siow Kiang Georgia and others [2020] 5 SLR 304 (High Court) at [30].
[53] Alvin Nicholas Nathan v. Raffles Assets (Singapore) Pte Ltd [2016] 2 SLR 105 (SGCA) at [23].
[54] Hon Chin Kong v. Yip Fook Mun and another [2018] 3 SLR 534 (High Court) at [61].
[55] Denka Advantech Pte Ltd and another v. Seraya Energy Pte Ltd and another and other appeals [2021] 1 SLR 631 (SGCA) (Denka).
[56] Denka at [82]–[93], and [153]–[176].
[57] Out of the Box Pte Ltd v. Wanin Industries Pte Ltd [2013] 2 SLR 363 (SGCA) at [17] and [18].
[58] The Asia Star [2010] 2 SLR 1154 (SGCA) at [44].
For More Information
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