Law. Faith. Justice. Community. Culture.
Significance: Singapore Court of Appeal, hearing an appeal against a Singapore International Commercial Court (SICC) decision, clarifies when the tort of inducement of breach of contract by a parent company or shareholder may apply.
Significance: Singapore Court of Appeal clarifies the applicability and basis of Wrotham Park damages.
Significance: Singapore High Court held that a floating governing law and jurisdiction clause was invalid and unenforceable. Citing Prof Yeo Tiong Min’s Halsbury’s Laws of Singapore volume on Conflict of Laws, the Court held that if the proper law of a contract cannot be determined from a governing law clause at the time of the formation of the contract, then that clause does not satisfy as an express proper law. The Court then found that it could not sever the unenforceable governing law portion from the jurisdiction clause. The clause in the case effectively said that the governing law and jurisdiction was “laws of Singapore /or People’s Republic of China” and “Courts of Singapore /or People’s Republic of China”. It would do well for parties take proper legal advice on the validity of such important clauses, and not assume they can simply gamble this as a compromise of some sort or as some option for one party later on.
Significance: Singapore High Court held that the Court is empowered under s 4(10) of the Civil Law Act (“CLA“) to grant a Mareva injunction (injunction to freeze assets) in aid of foreign court proceedings, subject to certain prerequisites. Notably, prior to this, there are 2 conflicting High Court decisions, and a Court of Appeal decision which did not definitively decide, on this issue. The High Court granted such a Mareva injunction in aid of Hong Kong court proceedings on the facts.
Significance: Singapore High Court held that contractual discretion in employment contract is subject to an implied term that the discretion is exercised rationally, not arbitrarily or capriciously, in good faith, and consistent with its contractual purpose. Further, the Court applied the new UK Supreme Court test for penalty clauses in Cavendish Square Holding BV v Makdessi [2016] AC 1172 (UKSC) (“Cavendish“), observing that the clause in question is not a straightforward damages clause, hence the usefulness in applying the Cavendish test.
A shareholders agreement is a legal document setting out the rights and obligations of the shareholders in a company. Shareholders agreements are often used in private companies or joint ventures. Unlike the company constitution, the shareholder agreement is not mandatory under the Companies Act. The Companies Act is the main governing legislation for companies incorporated in Singapore. If there is no shareholders agreement, the relationships of shareholders as between themselves and with the company are governed by the constitution or articles of association of the company.
Continue reading “Shareholders Agreement Drafting Questionnaire”
Significance: the Singapore High Court (Coram: Tan Siong Thye J) upheld a two-year restraint of trade, non-competition, clause and ordered an injunction against an ex-employee. The Court also held there was a valid agreement for a severance package which was not predicated on the employee’s compliance with the non-competition undertaking.
Ermgassen & Co Ltd v Sixcap Financials Pte Ltd [2018] SGHCR 8
Significance: Singapore High Court lays down law and guidance on applications to recognise or enforce foreign judgments under the Choice of Court Agreements Act.
International Financial Services (S) Pte Ltd v Old Mutual International Isle of Man Ltd Singapore Branch [2018] SGHC 127
Significance: the Singapore High Court held at [27] that there is no implied general duty of confidentiality between a lender and borrower.
Significance: this is the first case where the Singapore High Court elaborated on the meaning of “executive” in the Employment Act for determining whether an employee was entitled to Part IV provisions of the Employment Act, including being paid for overtime work and for working on rest days and public holidays.
The Court held that the claimant, who was a construction site supervisor in charge of a team of other construction workers was not an executive.
As a Singapore employment lawyer, I welcome this clarification.