cheat sheet. National University of Singapore BIZ BSP1702

Cheat Sheet > cheat sheet. National University of Singapore BIZ BSP1702

e the contract is made
○ Terms made after are generally nit binding unless they are a lawful variation [tutorial 4]
 Exceptions : Liquidated Damages Clause [ tutorial 8]
Does not matter whether terms are fair or reasonable, unless they are invalid due to some statutory provision or against
public policy
○
Held that Swissport was liable as the court agreed that the clause in question covered the situation
where authorities took the initiative to revoke or cancel the license.

□ Tiger Airways Pte Ltd v Swissport Singapore Pte Ltd (2009) [page 56]
 Terms has to be interpreted according to the context in which it apears
Business should go through contractual terms to see if they really protect their interest even if lawyers draft for
them

○ Terms not written properly may have problems with interpretation
 Held that Oral evidence cannot be admitted to vary or contradict the express terms of a contract
□ Hawrish v Bank of Montreal (1969)
 Oral evidence cannot be admitted to vary or contradict the express terms of a contract
Held that the oral statement made by the sales representative is to override the express term in
the contract as there was misrepresentation.
◊
 Exklusiv Auto Services Pte Ltd v Chan Yong Chua Eric (1996) [Page 57]
□ If misrepresentation / fraud / mistake etc occurs
EXCEPTIONS:
○ Parol Evidence Rule
Term expressed in contract

Implied
Terms

Terms can be implied by custom, statue or courts.
 Eg Cheque more than 6 months old will not be honoured
If the contract takes place in a particular trade or industry where there is long standing, well-established and reasonable
custom in that trade or industry, that custom may be implied into the contract
○
Custom
 Sale of Goods Act, section 13,14,14(2) and 15 [ tutorial 9]
Examples:
Statute
 Based on the presumed intention of the parties
1. Fact
Forefront Medical Technology (Pte) Ltd v Modern - Pak Pte Ltd (2006) held that both tests have to be satisfied [page 60]
Shirlaw v Southern Foundaries Ltd (1939) states that if an official bystander were to suggest some express
provision for their agreement, they would testily suppress him with a common : " Oh, of course" [ page 59]

Test 1: Official bystander test
The Moorcock(1889) states that the law raises an implication from the presumed intention of both parties, with
the object of giving to the transaction such efficacy as both parties must have intended that at all events it should
have [ page 59]

Test 2: Business efficacy test
 Once a term has been implied, it sets a precedent for all future cases of that particular type
□ Whether terms will be implied is a question of public policy
Forefront Medical Technology (Pte) Ltd v Modern - Pak Pte Ltd (2006) provides that the courts will be more careful
to imply terms on this basis [page 60]

NOTE: Courts will not imply a term that contradicts an express term in the contract
2. Law
Courts
Always better to have expressed term as whether a term is implied is based on the discretion of the courts. It is safer with
expressed term

Step 2:Identify whether there is a breach
Step 3: Is the breach a condition, warranty or innominate term?

Condition	Warranty	Innominate
A term that is very important or fundamental [ main substance of contract deprived = condition]	A term that is not a vital or important term	A term that cannot be classified as condition or warranty. Ambiguous.