The Complex Commercial Litigation Law Review: Singapore


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.

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Negotiations have concluded for the “Pacific Alliance – Singapore Free Trade Agreement” (PASFTA).

On July 22, 2021, Mr. Gan Kim Yong, Singapore’s Minister of Trade and Industry, together with his counterparts from the members states of the Pacific Alliance – Mexico, Chile, Colombia, and Peru, announced the conclusion of negotiations of the Pacific Alliance – Singapore Free Trade Agreement (PASFTA).

Singapore will become the first Asian-Pacific associate state of the Pacific Alliance (“PA” or “Alliance”) once the pact is signed, which is expected to happen by the end of the year. This is an important milestone in the economic integration between the PA region and Asia-Pacific and is a crucial development for the necessary economic reactivation of the two regions.

The Ministers of Trade agreed that the PASFTA represents an interest in the economic integration of the regions and the improvement of the commercial relationship, attracting investments and expanding access to goods and services. In particular, The PASFTA will enhance trade and deepen cooperation in areas like the digital economy, energy sector, technology, urban solutions, customs, maritime services, and infrastructure.

Latin American and Singapore businesses should take note of this development and where possible, take advantage of the significant trade opportunities and economic growth that this trade agreement will generate.

The Pacific Alliance: main objectives and member Continue reading “Negotiations have concluded for the “Pacific Alliance – Singapore Free Trade Agreement” (PASFTA).”

헤지를 해야할지 말아야할지?

석유 가스 산업에는 헤징 계약이 잘 되어 있습니다. 이것은 끊임없이 변동하는 유가에 대한 위험을 줄이기 위해 사용되는 일반적인 위험 관리 조치입니다.  본질적으로, 헤징 계약에 따르면 기업들은 상품 교환(commodity swap)이나 옵션을 통해 고정 가격을 책정할 수 있습니다. 헤징 계약은 이 산업에 가장 기본적인 특징이며 대부분의 거래자들에게 당연한 것입니다. 그러나 이 당연함으로 인해 Apex Energy International Pte Ltd v Wanxiang Resources (Singapore) Pte Ltd [2020] SGHC 138이 고등법원과 항소법원에 제기 되었습니다. 싱가포르 법원은 매매계약 위반에 따른 헤징 약정이 Apex Eneergy의 합리적인 완화 조치인지 판단해야 했었고, 저희는 그들을 위해 헤징 약정이 합리적이라는 것을 증명하였습니다.

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양식 싸움 The Battle of the Forms

무역 금융의 세계는 결코 간단하지 않습니다. 여러 기관, 경쟁 청구, 상계 (set-offs), 임무, 채무와 많은 관계 당사자들이 이루고 있습니다. 이 복잡한 환경을 탐색하는 것은 굉장히 어렵고, 수많은 법적 문제와 불확실성을 야기합니다.

CIMB Bank Bhd v World Fuel Services Singapore Pte Ltd [2021] SGCA 19의 사례에서 이 복잡함이 명백하게 드러납니다. 이 특정 사례에서는 항소법원이 고등법원과 완전히 반대되는 결론에 도달했습니다.  이 사례는 복잡한 다자간 무역금융계약의 어려움(downfall)을 강조하며, 법원의 계약서 해석에 대한 지침을 제공합니다. 법원은 문서의 진위 여부, 진위 입증 방식에 대한 요점을 고려하지만, 이번 기고문은 문제의 핵심인 무역금융 계약의 싸움에 초점을 맞출 것입니다.

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The Battle of the Forms

The world of trade finance is never straightforward. Multiple facilities, competing claims, set-offs, assignments, debentures and multiple parties are, to the say the least, what make the backbone of trade finance.  Navigating this complex landscape is tough, and raises a plethora of legal issues and uncertainties.

This complex landscape is evident in the case of CIMB Bank Bhd v World Fuel Services Singapore Pte Ltd [2021] SGCA 19, where the Court of Appeal considered and analysed the same issues of diametrically opposite competing contracts, and arrived at a completely opposite conclusion than that of the High Court.

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To Hedge or not to Hedge? That is the (mitigatory) question.

Hedging contracts are well established in the Oil & Gas industry.  It is a common risk management measure used to reduce a party’s exposure to the constantly fluctuating oil prices.  Essentially, under a hedging contract, companies can establish their prices at a fixed price through a commodity swap or option. Hedging contracts are second nature to the industry, and most traders would not give a second thought as to whether such arrangements are reasonable.  However, it was this very issue that was put forth before both the High Court and the Court of Appeal in Apex Energy International Pte Ltd v Wanxiang Resources (Singapore) Pte Ltd [2020] SGHC 138.  The Singapore Courts had to determine whether, following a breach of contract of sale, whether a hedging arrangement was a reasonable mitigation in the quantification of the aggrieved parties losses.  We successfully acted for Apex Energy in proving that a hedging arrangement is a reasonable mitigation measure.

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The opinions expressed on this blog are those of the author and are not to be construed as legal advice.

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