For historical reasons, contract law in Singapore is based on British common law. The strong relationship with British law dates back to 1819, when Sir Stamford Raffles established a port on the island that would become Singapore to help British traders compete with Dutch ships in the Malay archipelago. In 1824, the island became an official British possession and in 1926, the Straits Colony with Malacca and Penang on the Malay Peninsula became the Straits Colony under the control of British India. From that point until Singapore officially separated from England in 1959, Britain`s laws applied to Singapore (with the exception of a short period of time when Japan controlled Singapore during World War II). Singapore had no independent laws. Meanwhile, all contractual disputes have been settled by British common law on the subject in question. After a short period of adaptation to Malaysia, Singapore became an independent country in 1965. It has adopted a constitution but, unlike its neighbour Malaysia, has not codified its contract law into law. Singapore`s contract law remained for more than a century the British rules promulgated by the judges used in Singaporean courts. In a landmark decision, the Turf Club Court of Appeal upheld the availability of damages for Wrotham Park in the context of contractual remedies in Singapore. Before Turf Club, singapore courts reported damages to Wrotham Park, although such damages were never awarded.
The damage caused by Wrotham Park is (objectively) measured by a sum of money that the plaintiff could reasonably have demanded from the defendant in exchange for relaxing the agreement between them. This corresponds to a “royalty” that the plaintiff could reasonably have received in exchange for his consent to the defendant`s actions, which would otherwise constitute a breach of contract. It should be noted that Singapore`s courts still have discretion in two respects. First, they have the discretion to refer to actuarial tables of what they must do “unless the facts and purposes of the jurisprudence dictate otherwise”.53 Second, they have the discretion to choose the appropriate multipliers and the amount of damages awarded. However, the law is less clear with respect to contracts terminated by termination where the plaintiff seeking reimbursement of the non-pecuniary benefits granted to the defendant is in fact the party in breach of contract. Although such a plaintiff is not, in principle, precluded from making a claim for restitution (Miles v Wakefield Metropolitan District Council [1987] AC 539), it is unlikely that such a plaintiff will win the sympathy of the court and there is a fear that a party in such a position will abuse a position of strength by refusing to enter into a contract. Techniques were therefore used to defeat the claim. For example, the court may refuse to recognize a service if the defendant who requested the full service provided only a partial service. In the existence of a lump sum contract, the court may maintain the risk-sharing parties in the contract and leave their contractual remedies to the parties, without there being any recourse in the reimbursement. 19.1.3 In the common law world, there is an enormous amount of academic debate and literature on the form, scope and content of the subject; This is largely due to the amorphous nature of historical jurisprudence and the lack of modern legal insight given the relative youth of the subject. The question of its independent existence is still controversial in some common law countries.
The objective of this chapter is very modest. It is only intended to describe the types of restitution claims that could arise in situations that parties who are, were or want to be in a contractual relationship are likely to encounter. 8.13.9 In some cases, compensation for damages resulting from a breach may have been agreed in advance by the contracting parties as a contractual clause. If the agreed amount is a true estimate of the damage that could result from a breach, the court orders that this amount be paid as lump sum compensation. However, if the amount is intended to be a penalty to “punish” the party who violates the violation, the court will remove the “penalty clause” and instead award unresolved damages to compensate the injured party. 8.13.7 Contractual damages will be awarded to an injured party in the form of a sum of money to compensate for financial losses suffered as a result of the breach of contract. 8.13.3 In the context of contract law, the following types of judicial remedies are often sought: (a) common law remedies for damages; (b) a common law remedy against an action of a fixed amount; (c) equitable use of certain services; and (d) fair redress for the injunction. It is important to distinguish between the common law and fair remedies, because while the former are available under the law, the latter are discretionary.
8.6.6 A limited liability company is also a company incorporated under Singaporean law – see Limited Liability Partnerships Act 2005. It may bring an action in its own name: sue and be sued in its own name; own, possess, hold and develop real estate; keep a common seal; and may do and suffer other acts and things that any society may lawfully do and suffer – see § 5 (1). Paragraph 5(2) also extends Paragraph 41 of the German Law on joint-stock companies to a limited partnership. 8.5.3 If the parties have restricted their agreement in writing, it depends on the application of the Parol rule of proof if a particular statement (oral or written) is part of the actual contract. In Singapore, this common law rule and its main exceptions are codified in §§ 93 and § 94 of the Evidence Act (Cap 97, 1997 Rev Ed). Article 93 provides that if “the terms of a contract … have been reduced. in the form of a document. no proof of the terms of such a contract can be provided. with the exception of the document itself”. Therefore, no evidence of an agreement or oral statement can be admitted as evidence to contradict, modify, supplement or subtract terms from the written contract. However, secondary evidence shall be admissible if it falls within one of the exceptions to this general rule which can be found subject to Article 94.
It remains unclear whether section 94 is an exhaustive description of all exceptions to the rule or whether other exceptions to the common law that are not expressly addressed in section 94 continue to apply. Singaporean courts` approach to claims for damages in civil litigation is based on the usual principles such as causation, distance of damages and mitigation. The claimant or claimant bears the burden of proof both of the fact and amount of the damage and must therefore provide sufficient evidence to quantify the damage. With respect to the evidence of the plaintiff`s harm in claims for non-lump sum damages, the Singapore Court of Appeal held that the award of damages under contract law should ideally be based on the plaintiff`s own loss rather than measured against the defendant`s profits or profits.