White & Case LLP (JD Supra Singapore)

Since the Rock Advertising decision of the UK Supreme Court in 2018, 'no oral modification' clauses have generally been strictly enforced. However, in Lim v Hong, the Singapore Court of Appeal has set a more flexible test for enforcement of such clauses. Where a party can prove that the parties agreed orally to modify the terms of their agreement, that modification may be enforceable despite a 'no

Liquidated damages clauses are often attacked in common law jurisdictions for being unenforceable "penalties". The test for what constitutes a "penalty" has been reviewed in common law jurisdictions over recent years. Last month, the Singapore Court of Appeal gave welcome clarity to the penalty test in that country.

In a recent case the Singapore Court of Appeal upheld a decision that an employer may recover damages for rectifying defects even when it has not given the contractor the opportunity of doing so during the defects notification period...

The Insolvency, Restructuring and Dissolution Act 2018 (the "IRDA") came into force on 30 July 2020. The consolidation of all personal and corporate insolvency and debt restructuring legislation into a single statute, along with other legislative changes, seeks to further strengthen Singapore's position as an international debt restructuring hub. This note highlights certain key changes effected...

In Re PT MNC Investama TBK [2020] SGHC 149, the Singapore High Court provided guidance as to what is sufficient for a foreign company to establish standing to avail itself to the Singapore restructuring regime. Specifically, the factors expressed in the "substantial connection" test under the IRDA are non-exhaustive and courts will consider other factors involving "some permanence" to permit...

The Insolvency, Restructuring and Dissolution Act 2018 (the "IRDA") came into force on 30 July 2020. The consolidation of all personal and corporate insolvency and debt restructuring legislation into a single statute, along with other legislative changes, seeks to further strengthen Singapore's position as an international debt restructuring hub. This note highlights the new restrictions on ipso...

Main contractors often make claims against subcontractors for liquidated damages for delay. A question that sometimes arises is whether liquidated damages may be claimed by a main contractor where there is no corresponding claim for delay damages by the employer against the main contractor. Is this a defence for the subcontractor? 

The landmark decision in Design Studio introduces the US rescue financing concept of "roll-ups" to Singapore. This is the first case to consider the appropriateness of the roll-up feature in Singapore and is a pragmatic decision that is guided by a careful balance between the protection of creditors' interests and the rehabilitation of the debtor. This case also clarifies that super priority is...

Liquidated damages provisions in contracts are unenforceable if they constitute a "penalty". The past few years have seen subtle but important shifts in how the concept of a penalty is defined. A recent decision from the Singapore Court of Appeal gives insight into the approach taken in that country.

Recent decisions in Singapore and New Zealand confirm that the courts are prepared to act to provide greater certainty and support to stakeholders in cryptoassets.

In light of the novel coronavirus (“COVID-19”) pandemic, the Singapore Government (the “Government”) has introduced various financing support, tax and other temporary relief measures designed to help Singapore businesses survive the dramatic short-term effects of COVID-19. Measures include providing financing support in the form of the Temporary Bridging Loan Programme, the Enterprise Financing...

In Thio Keng Thay v Sandy Island Pte Ltd [2019] SGHC 175 the High Court of Singapore confirmed that an employer may recover damages for rectifying defects even when it has done so in breach of a contractual defects notification procedure. If the employer discovers defects after completion of the works, the employer may prefer to engage a new contractor to carry out the repairs, particularly if

On 31 May 2019, the Data Protection Authorities of Singapore and Hong Kong signed a Memorandum of Understanding ("MoU") intended to strengthen cooperation in data protection in the two jurisdictions.

A recent decision by Singapore's highest court has held that a contractor must first establish that it is entitled to payment under the contract in order to claim progress payments under the Security of Payment Act, raising concern over past court decisions and future challenges against payment claims.

A Singaporean construction company in liquidation has successfully sued one of its former directors for failing to act in the best interests of the company, highlighting the importance of directors being aware of, and protecting against, potential personal liability for breach of duty.

A worldwide moratorium is one of the most important protections and tools available to a debtor in the Singapore cross-border restructuring regime. A recent Singapore High Court case, Re: Zetta Jet Pte Ltd and Others (Asia Aviation Holdings Pte Ltd, intervener) [2019] SGHC 53 ("Re Zetta Jet (2)"), highlighted some important considerations relating to such a worldwide moratorium, in particular...

B2C2 Ltd v Quoine Pte Ltd [2019] SGHC(I) 03, a decision of Simon Thorley IJ sitting in the Singapore International Commercial Court, is one of the first instances to apply contractual principles and trust law to a cryptocurrency trading case. Notably, the judge ruled that virtual currencies can be considered as property which are capable of being held on trust. The judgment is also of interest as

Welcome to the Singapore page of our Global Employee Equity at a glance series. Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where their employment is terminated.

It is all-too-common for a contractor or a subcontractor, whilst excavating, to strike an underground service such as a power cable or a water pipe. The consequences of this happening can be serious, and may affect a number of parties.

For the first time, the Singapore courts have considered whether to adjourn enforcement of an arbitral award while courts at the seat hear an application to set the award aside. The decision clarifies that the court will only adjourn enforcement if the set-aside application has merit, and it is otherwise just to do so.

Decision: China Machine New Energy Corp v Jaguar Energy Guatemala LLC and another [2018] SGHC 101 - Singapore's High Court has upheld an award in an arbitration involving an 'attorney-eyes only' disclosure order. The court also refused challenges alleging bad faith, and that the tribunal failed to investigate corruption. The decision is yet another example of the Singapore courts' pro-arbitrati

Singapore's highest court has found that set-off between different construction contracts is not possible in adjudication. Adjudication aims to ensure prompt and efficient payment for contractors. The court concluded that the process should not be delayed by 'cross-construction contract claims'.

The Singapore High Court has set aside a construction adjudicator's determination for breaching the rules of natural justice. The adjudicator applied the wrong standard of proof without hearing submissions on the issue. This unusual case demonstrates the limits of natural justice challenges in the adjudication context.

For parties and counsel to arbitrations alike, it is unfortunate that one dispute may require battles on many battlefields: Disputes about similar or identical factual and/or legal questions may arise under several contractual layers providing for different means of dispute resolution, but forming one commercially uniform project or transaction....

On 8 November 2017, the High Court released its decision in Re Attilan Group Ltd [2017] SGHC 283 (the "Attilan" case). The decision is interesting as it marks the first time the High Court had the opportunity to hear arguments on section 211E of the Companies Act (the "Act") on super priority for rescue financing.

The new laws have made Singapore more attractive for companies looking to restructure, but will it become the jurisdiction of choice for Asian debt restructurings? The maritime and offshore (M&O) sector has endured almost a decade of distress since the global financial crisis. Overzealous ordering of newbuild vessels during the boom years, made available by cheap credit and the lure of...

The ICC has published new guidance encouraging the use of summary procedures to determine unmeritorious claims and defences. The ICC's move is the latest in a recent trend by arbitral institutions to encourage arbitrators to use such summary procedures. It is to be welcomed by users and practitioners concerned that arbitration should offer a proportionate and efficient means of resolving...

In Mataban Development Pte Ltd v Black Knight Warrior Pte Ltd, a respondent-owner failed to serve a valid payment response under the Building and Construction Industry Security of Payment Act ('SOP Act'). The adjudicator thus disregarded the respondent's arguments. The Singapore High Court refused to set aside the adjudicator's decision.

The Singapore Court of Appeal has recently held that there was no implied term of due diligence and expedition in a construction contract. This case aligns the Singaporean approach with that of the English courts.

In Hua Rong Engineering Pte Ltd v Civil Tech Pte Ltd, the Singapore High Court considered whether counterclaims and set-offs arising outside the context of the contract in dispute can operate as a defence in adjudication under the Building and Construction Industry Security of Payment Act ('SOP Act').