Significance: Singapore Court of Appeal clarifies the applicability and basis of Wrotham Park damages.
Case Update: Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] SGCA – Wrotham Park damages clarified
Case Update: Shanghai Turbo Enterprises Ltd v Liu Ming [2018] SGHC 172 – floating governing law and jurisdiction clause held unenforceable
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.
Case Update: China Medical Technologies, Inc (in liquidation) v Wu Xiaodong [2018] SGHC 178 – Mareva Injunction in aid of foreign proceedings granted
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.
Case Update: Ricardo Leiman v Noble Resources [2018] SGHC 166 – Contractual Discretion and Legal Doctrine of Penalties
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.
Shareholders Agreement Drafting Questionnaire
What is a Shareholders Agreement?
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.
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Acts 9:23-31 Devotional: Persecution and Peace
So the church throughout all Judea and Galilee and Samaria had peace and was being built up. And walking in the fear of the Lord and in the comfort of the Holy Spirit, it multiplied. – Acts 9:31
Saul’s turn to Christ also led to a turn of the tide of persecution against the early Church. Yet, this was at his personal cost. He was now the one being persecuted, hunted down like a prey.
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Acts 9:1-22 Devotional – The Persecutor Surrendered
5 And he said, “Who are you, Lord?” And he said, “I am Jesus, whom you are persecuting.” – Acts 9:5
15 But the Lord said to him, “Go, for he is a chosen instrument of mine to carry my name before the Gentiles and kings and the children of Israel. 16 For I will show him how much he must suffer for the sake of my name.” – Acts 9:15-16
Acts 9 continues the narrative of the persecution of Christians, starting from the stoning of Stephen, which Saul of Tarsus participated in. We have seen how persecution led to dispersion of Christians and the gospel to Samaria. The next part of the narrative shows us how persecution gave rise to the apostle to the Gentiles. The chief prosecutor surrendered to Christ and became the great apostle of the Gospel.
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Case Update: Tan Kok Yong Steve v Itochu Singapore Pte Ltd [2018] SGHC 85 – High Court upholds 2-year non-compete clause, grants injunction
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.
Acts Devotional 8:26-40 – God the Orchestrator
Now an angel of the Lord said to Philip, “Rise and go toward the south to the road that goes down from Jerusalem to Gaza.” This is a desert place. – Acts 8:26
What if one day, you feel a strong sense that you must go to a faraway deserted place? Would you go? What for God?, you would ask. There’s nothing there, you would say.
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Case Update: first Singapore High Court case on Choice of Court Agreements Act enforces UK Court Judgment
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.