Which of the following Best Describes the Singapore Legal Position on Implied Terms
8.12.8 A contract whose trade is totally restricted is contrary to public policy and illegal at common law. Such a contract is, in principle, null and void. However, it is recognised that, in certain contexts, a certain degree of commercial restriction may be necessary to protect legitimate interests. 8.8.6 Thirdly, the parties may contractually provide that non-performance resulting from certain events will be excused, so as not to constitute a breach in the form, for example, of a force majeure clause. At the very least, such a clause releases all parties from any liability for non-performance after the specified force majeure event. More detailed force majeure clauses may also provide for issues such as reimbursement and reimbursement of advances, reimbursement of costs incurred in preparing for the performance of the contract, etc. These provisions are generally enforced by Singapore law. 3. Clauses also implied if required by law or for reasons of public order 8.2.8 An incomplete agreement may also not constitute a binding contract. Agreements concluded “as the subject matter of the contract” may be considered incomplete if, as is apparent from the facts, the intention of the parties should be legally bound until a formal document is signed or until a new agreement is concluded. 8.3.5 This doctrine applies if one of the parties unequivocally promises by words or conduct that it will not insist on its strict legal rights under the contract, and the other party acts and thereby changes its position, based on the undertaking.
The party making the promise may not attempt to assert these rights if it would be unreasonable to do so, although these rights may be reaffirmed upon reasonable notice from the promisor. The doctrine prevents the enforcement of existing rights, but does not create new grounds for action. 8.10.2 An assurance may be given expressly or derived from the conduct of the representative. Silence or non-disclosure is generally not insurance. However, there are exceptions to this general rule. If a party makes a positive but incomplete disclosure, the failure to disclose may constitute a false statement if it distorts the veracity of the information disclosed. Similarly, failure to correct a previous (and continuous) statement that was true at the time of its creation, but subsequently became inaccurate, is punishable. Failure to disclose material facts when negotiating contracts on rimae fidei, such as insurance contracts, would also give rise to a claim for misrepresentation.
8.7.10 This statutory right of performance is not limited to cases where the promisor is obliged to provide a positive advantage to the third party. “Negative” benefits, such as the benefit of a clause that excludes or limits the third party`s legal liability to the promisor, may also be applied – § 2 paragraph 5. 8.8.3 If the non-performance is not subject to a legal excuse, the contract is considered “breached”. In this context, “lawful apologies” can take the following forms. 8.5.13 Whether an exception clause will have the desired effect depends on a number of factors. The threshold is subject to the condition that the clause has been included in the contract. Such integration can generally take place in three ways. If a party has signed a contract that contains an exception clause, the signatory is bound by the clause even if he has not read or was not aware of the clause.
An exception clause may also be included in the absence of a signed contract if the party wishing to invoke the clause has taken sufficient steps to draw the other party`s attention to the existence of the clause. The decision on this issue depends heavily on the facts of the case. Finally, opt-out clauses may be included as negotiations between the parties have been conducted in a consistent and regular manner on the terms of the exception clause. Even if no steps have been taken to include the clause in a particular contract between these parties, it may have been validly incorporated into the ordinary course of the parties` business. 8.5.3 If the parties have reduced their agreement to written form, it depends on the application of the rule of parol evidence whether a particular statement (oral or written) forms part of the actual contract. In Singapore, this common law rule and its main exceptions are codified in sections 93 and 94 of the Evidence Act (cap. 97, 1997 Rev Ed). Article 93 provides that where “the terms of a contract […]. have been reduced. in the form of a document .
No proof of the terms of the contract can be provided. except for the document itself.” Therefore, no evidence of an agreement or oral statement can be admitted as evidence to contradict, modify, supplement or subtract the terms of the written contract. However, secondary evidence is admissible if it falls within one of the exceptions to this general rule contained in the reservation clause of article 94. Whether section 94 is a comprehensive account of all exceptions to the rule or whether other common law exceptions not specifically addressed in section 94 continue to apply. 8.6.3 In accordance with article 2 of the Juvenile Contracts Act, a guarantee relating to a minor`s contract which may not be enforceable against the minor is nevertheless enforceable against the guarantor. Section 3 (1) of the Contracts with Minors Act empowers the court to order the return of the minor if it is fair and equitable. 8.1.2 In certain circumstances, these rules issued by judges have been amended by specific laws. Many of these laws are of English origin. Initially, 13 English commercial laws were incorporated into the statutes of the Republic of Singapore pursuant to section 4 of the English Law Enforcement Act (Cap 7A, 1993 Rev Ed). These are listed in Part II of the First Schedule to that Act.
Other statutes, such as the Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed), are modelled on English laws. There are also other areas where legal development has taken place on the basis of non-English models, for example: the Consumer Protection (Fair Trading Practices) Act (Cap 52A, 2004 Rev Ed) (largely derived from the Fair Trade Acts enacted in Alberta and Sasketchewan). 8.10.5 Once it is established that a contract has been triggered by a false statement (whether innocent, negligent or fraudulent), the instigator may choose to cancel it (i.e. cancel) or confirm it.