Contract Law

• Date: 01 December 2003
• Author: ANDREW PHANG, SC LLB (National University of Singapore), LLM, SJD (Harvard), Advocate and Solicitor (Singapore), Professor of Law, Singapore Management University
• Published date: 01 December 2003
• Citation: (2003) 4 SAL Ann Rev 127

Introduction

9.1 As is customary, the number of Singapore cases related to the law of contract has been enormous. This is not surprising in the least. The law of contract impacts virtually all areas of the law of obligations. Adopting an approach that is already familiar to the regular reader of this annual contribution, my focus will hence be on general principles — as embodied principally within the local case law but extending (on occasion) to significant English decisions as well. In so far as the latter point is concerned, this is only to be expected as English law constitutes the foundational part of Singapore law — particularly in the context of common law and equity (and see generally Chan and Tan, ‘Introduction to the Singapore Legal System’ in Chapter 1 of Phang (Gen Ed), Basic Principles of Singapore Business Law (2003) as well as Phang, Cheshire, Fifoot and Furmston”s Law of Contract — Second Singapore and Malaysian Edition (1998) at Chapter 1).

9.2 As in the past, I will only consider decisions that have had an impact on the general principles of contract law. This is due — in large part — to the enormous amount of decisions, a point already referred to in the preceding paragraph. Indeed, even the local case law pertaining to the general principles of contract law alone encompasses a vast number of reported as well as unreported decisions. The decisions which are somewhat beyond the mainstream of the aforementioned general principles will therefore not be considered in this review; they pertain, in the main, to the more specialised areas of law, and include those relating to:

(a) agency (see, eg, Trigen Industries Ltd v Sinko Technologies Pte Ltd[2003] 1 SLR 183 (also referred to in (2002) 3 SAL Annual Review 122 at para 9.2, as well as at paras 9.9 and 9.97 infra, under ‘Formation of Contract’ and ‘Damages’, respectively); The Cherry[2003] 1 SLR 471 (also referred to infra, under shipping as well as at paras 9.61 and 9.93 infra, with regard to ‘Discharge by performance and breach’ and ‘Damages’, respectively); Swiss Singapore Overseas Enterprises Pte Ltd v Navalmar UK Ltd[2003] 1 SLR 587 (also considered infra, with regard to shipping and (more generally) at para 9.4, as well as at paras 9.45 and 9.83 infra, with regard to ‘Privity of contract’ and ‘Illegality’, respectively (for related proceedings, see

paras 9.19 and 9.45 infra, with regard to ‘Consideration’ and ‘Privity of contract’, respectively)); The Rainbow Spring[2003] 3 SLR 362 (affirming [2003] 2 SLR 117; see also infra, with regard to shipping and paras 9.9 and 9.16 infra, with regard to ‘Formation of contract’ and ‘Offer and acceptance’, respectively); and Cain Sales & Consultancy Pte Ltd v Beyonics Technology Ltd[2003] SGHC 163 (which related to a claim for a commission; see also para 9.25 infra, with regard to ‘The terms of the contract’; and cfGrossner Jens v Raffles Holdings Ltd[2004] 1 SLR 202; also referred to at paras 9.17, 9.38, 9.49 and 9.99 infra, with regard to ‘Offer and acceptance’, ‘Implied terms’, ‘Discharge by performance and breach’ and ‘Restitution and unjust enrichment’, respectively));

(b) arbitration (see, eg, Digital Dispatch (ITL) Pte Ltd v Citycab Pte Ltd[2003] SGHC 6 (also referred to at para 9.31 infra, with regard to ‘The parol evidence rule’); Ng Huat Engineering Pte Ltd v Jurong Town Corp[2003] SGHC 12; Mitsui Engineering & Shipbuilding Co Ltd v PSA Corp Ltd[2003] 1 SLR 446; Anwar Siraj v Ting Kang Chung[2003] 2 SLR 287 (also referred to infra, with regard to building contracts); Myanma Yaung Chi Oo Co Ltd v Win Win Nu[2003] 2 SLR 547; Newspeed International Ltd v Citus Trading Pte Ltd[2003] 3 SLR 1; Kiyue Co Ltd v Aquagen International Pte Ltd[2003] 3 SLR 130; ABC Co v XYZ Co Ltd[2003] 3 SLR 546; PT Tugu Pratama Indonesia v Magma Nusantara Ltd[2003] 4 SLR 257; Teck Guan Sdn Bhd v Beow Guan Enterprises Pte Ltd[2003] 4 SLR 276; Jurong Engineering Ltd v Black & Veatch Singapore Pte Ltd[2004] 1 SLR 333; Chong Long Hak Kee Construction Trading Co v IEC Global Pte Ltd[2003] 4 SLR 499 (also referred to infra, with regard to civil procedure); and Northern Elevator Manufacturing Sdn Bhd v United Engineers (Singapore) Pte Ltd[2003] 4 SLR 492 (also referred to infra, under civil procedure); and on arbitration generally, see Chapter 3 of this Review);

(c) banking (see, eg, Bayerische Landesbank Girozentrale v Khaw Hock Seang[2003] SGHC 42; Lam Hong Leong Aluminium Pte Ltd v Lian Teck Huat Construction Pte Ltd[2003] SGHC 53 (also referred to infra, under building contracts as well as at para 9.18 infra, with regard to ‘Consideration’); Industrial & Commercial Bank Ltd v Banco Ambrosiano Veneto SpA[2003] 1 SLR 221 (also referred to at para 9.6 infra); Beckkett Pte Ltd v Deutsche Bank AG Singapore Branch[2003] 1 SLR 321 (also referred to infra, with regard to civil procedure); Anwar Siraj v Teo Hee Lai Building Construction Pte Ltd[2003] 1 SLR 394 (also referred to infra, with regard to building contracts as well as at para 9.79 infra, with regard to ‘Unconscionability’); Beam Technology (Mfg) Pte Ltd v Standard Chartered Bank

[2003] 1 SLR 597 (also referred to infra, with regard to civil procedure); Tjoa Elis v United Overseas Bank Ltd[2003] 1 SLR 747 (see also para 9.5 infra, as well as paras 9.21, 9.40 and 9.66 infra, with regard to ‘Consideration’, ‘Exception clauses’, and ‘Non Est Factum’, respectively); and Wee Soon Kim Anthony v UBS AG[2003] 2 SLR 91 (also referred to infra, with regard to civil procedure; for related proceedings, see Wee Soon Kim Anthony v UBS AG (No 2)[2003] 2 SLR 554 as well as Re De Lacy Richard QC[2003] 4 SLR 23); and on banking law generally, see Chapter 4 of this Review);

(d) building contracts (see, eg, Lam Hong Leong Aluminium Pte Ltd v Lian Teck Huat Construction Pte Ltd (also referred to supra, under banking as well as at para 9.18 infra, with regard to ‘Consideration’); Anwar Siraj v Teo Hee Lai Building Construction Pte Ltd (also referred to supra, with regard to banking and at para 9.79 infra, with regard to ‘Unconscionability’); L K Ang Construction Pte Ltd v Chubb Singapore Pte Ltd[2003] 1 SLR 635 (see also paras 9.15 and 9.95 infra, with regard to ‘Offer and acceptance’ and ‘Damages’, respectively (for related proceedings, see L K Ang Construction Pte Ltd v Chubb Singapore Pte Ltd (judgment on costs)[2004] 1 SLR 134)); Hiap Tian Soon Construction Pte Ltd v Hola Development Pte Ltd[2003] 1 SLR 667 (also referred to at paras 9.51, 9.79 and 9.90 infra, with regard to ‘Discharge by performance and breach’, ‘Unconscionability’, and ‘Remedies’, respectively); Cheng Poh Construction Pte Ltd v First City Builders Pte Ltd[2003] 2 SLR 170 (also referred to infra, with regard to civil procedure); Anwar Siraj v Ting Kang Chung[2003] 2 SLR 287 (also referred to supra, with regard to arbitration); Steel Industries Pte Ltd v Deenn Engineering Pte Ltd[2003] 3 SLR 377; Newtech Engineering Construction Pte Ltd v BKB Engineering Constructions Pte Ltd[2003] 4 SLR 73 (see also para 9.79 infra, with regard to ‘Unconscionability’); Hitachi Plant Engineering & Construction Co Ltd v Eltraco International Pte Ltd[2003] 4 SLR 384; and Hong Cheng Air-Conditioning Engineering Pte Ltd v Wee Siong Engineering Services Pte Ltd[2003] SGHC 51; and on building and construction law generally, see Chapter 5 of this Review);

(e) civil procedure (see, eg, Thyssen Hunnebeck Singapore Pte Ltd v TTJ Civil Engineering Pte Ltd[2003] 1 SLR 75; Guan Chong Cocoa Manufacturer Sdn Bhd v Pratiwi Shipping SA[2003] 1 SLR 157; Beckkett Pte Ltd v Deutsche Bank AG Singapore Branch (also referred to supra, with regard to banking); Beam Technology (Mfg) Pte Ltd v Standard Chartered Bank (also referred to supra, with regard to banking); International Factors Leasing Pte Ltd v Personal Representative of Tan Hock Kee (deceased)[2003] 2 SLR 1; Abdul Latif bin Mohammed Tahiar v Saeed Husain s/o Hakim Gulam Mohiudin

[2003] 2 SLR 61 (also referred to at paras 9.51 and 9.88 infra, with regard to ‘Discharge by performance and breach’ and ‘Restraint of trade’, respectively); Wee Soon Kim Anthony v UBS AG[2003] 2 SLR 91 (also referred to supra, with regard to banking; for related proceedings, see Wee Soon Kim Anthony v UBS AG (No 2)[2003] 2 SLR 554 and Re De Lacy Richard QC[2003] 4 SLR 23, as well as Wee Soon Kim Anthony v UBS AG[2003] SGHC 305 (see also infra, at para 9.72, with regard to ‘Misrepresentation’)); Elan Impex (Singapore) Pte Ltd v Daewoo Corp[2003] 2 SLR 128 (see also infra, with regard to conflict of laws); Cheng Poh Construction Pte Ltd v First City Builders Pte Ltd (also referred to supra, with regard to building contracts); Ong Pang Wee v Chiltern Park Development Pte Ltd[2003] 2 SLR 267; Lee Kuan Yew v Chee Soon Juan[2003] 3 SLR 8 (also referred to at para 9.74 infra, with regard to ‘Duress’); Sincere Watch Ltd v Bakery Mart Pte Ltd[2003] 3 SLR 345; Bakery Mart Pte Ltd v Sincere Watch Ltd[2003] 3 SLR 462 (see also para 9.9 infra, with regard to ‘Formation of contract’); Chinese Chamber Realty Pte Ltd v Samsung Corp[2003] 3 SLR 656 (recently reversed, [2004] 1 SLR 382); Societe Generale v Tai Kee Sing (No 2)[2003] SGHC 296 (also referred to infra, with regard to conflict of laws); Publicis Group SA v Chong Hon Kuan Ivan[2003] SGHC 41 (also referred to infra, with regard to employment contracts and at para 9.14 infra, with regard to ‘Offer and acceptance’); Lim Yee Ming v Ubin Lagoon Resort Pte Ltd[2003] 4 SLR 344 (and, for related proceedings, see para 9.33 infra, with regard to ‘Implied terms’); Chong Long Hak Kee Construction Trading Co v IEC Global Pte Ltd[2003] 4 SLR 499 (also referred to supra, with regard to arbitration); Velstra Pte Ltd v Dexia Bank Belgium[2003] 4 SLR 592; Northern Elevator Manufacturing Sdn Bhd v United Engineers (Singapore) Pte Ltd (also referred to supra, under arbitration); MCI Worldcom Asia Pte Ltd v Chembell Technology Sdn Bhd[2003] 4 SLR 748; also referred to infra...