Contract Law – Understanding the Concepts of a Contract

Nature of A Business Contract

• commercial contract
• gentlemen agreements
• oral/verbal contracts and written contracts
• who is the reasonable man?

Requirements of a Valid Contract

• distinguish between “invitation to treat” and “offer”
• newspaper advertisement and catalogs
• intention to create legal relations, domestic and commercial contracts
• consideration: sufferance e.g. the price
• Contracts (Rights of Third Parties) Act
• Capacity to make a contract
• minors
• mentally disordered and drunkards

E-Commerce Contracts

• making contracts via emails and the world wide web on the internet
• Electronic Transactions Act & its implications
• E-offer and e-acceptances
• E-signatures

Terms of a Contract

• express terms vs. implied terms
• parol evidence rule in written contracts
• conditions: fundamental terms
• warranties: minor terms
• complex terms
• breach of conditions & warranties
• consequences of breach of contract terms

Exemption Clauses

• Unfair Contracts Terms Act
• control of exclusion clauses by case law & statutory laws
• negligence & damages

Amendment & Variation of Contract Terms

• Doctrine of Variation and the 4 exceptions
• fresh benefit by both parties
• deed under seal
• Williams v Roffey exceptions
• doctrine of promissory estoppel

Factors affecting Contract

• misrepresentation
• inducement, sales talk
• fraudulent, negligent & innocent misrepresentation
• effects of misrepresentation
• remedies: rescission & damages
• mistake
• types of mistakes
• mutual mistake
• common mistake
• unilateral mistake
• operative mistake to avoid contract
• duress & undue influence
• voidable contract
• economic duress, loss of profits
• illegal contracts & its consequences
• void contracts
• contracts in restraint of trade
• non-competition clauses preventing working elsewhere

Discharge of Contracts

• 4 ways to terminate a contract
• by performance
• by agreement (novation)
• by frustration
• by breach

Remedies for Breach of Contract

• refuse further performance
• damages: monetary compensation & awards
• how much monetary awards can be claimed?
• Rule of remoteness of damage
• mitigation of damages
• speculative damages
• liquidated damages, pre-estimate genuine damages, penalty clauses
• specific performance
• injunctions
• common law remedies
• equitable remedies

How to Resolve Your Contractual Disputes

• negotiations & consultations
• mediation
• arbitration
• mini-trials
• litigation & the Legal System
• the courts
• common law vs. criminal law
• contract law vs. tort law (wrongful acts)

Prof Catherine Tay Swee Kian has more than 35 years of experience lecturing law as Associate Professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy.  She is a Barrister-at-law from Lincoln’s Inn, United Kingdom.  Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several books including her best seller books on Contract Law and Director Duties & Corporate Governance.

    A/Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws.  She was called to the English Bar by Lincoln’s Inn in 1978.  She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.  A/Prof Tay won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980. 

      A/Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002.  She received her 15 Long Service Award from NHG IRB in 2018.  She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation.  A/Prof Tay was a member of SingHealth Polyclinics IRB since 2003.  She received her 10 years Long Service Award from Singhealth Centralised Institutional Review Board in October 2019. 

       A/Prof Tay was also a member of the Research & Ethics Committee of Alexandra Hospital. She was also the medical-legal adviser of the Institute of Mental Health / Woodbridge Hospital. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009-2011.

    A/Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime.  She has presented numerous papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore.  She is an examiner on law subjects for a number of professional bodies in Singapore and overseas.

     A/Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 7 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore-Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.

      A/Prof Tay has supervised medical students in electives on Medical ethics & medico-legal subjects at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years.  A/Prof Tay was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).

     A/Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was also the local teaching affiliate lecturing business law for Adelaide University, Australia.  A/Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.

       A/Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.