Law. Faith. Justice. Community. Culture.
Planning to produce a film? Here are three considerations you should bear in mind before proceeding with the film’s production.
Continue reading “Film Financing 1: An Overview: 3 Things for Film Producers”
I love movies, short films, videos, television series. I binge on them. I talk about them with friends.
I get jealous that TV series like La Casa De Papel, Fauda, Kim’s Convenience get picked up by Netflix for distribution to international acclaim.
Singapore has produced great films like Apprentice, Pop Aye, 7 Letters, Ilo Ilo, 881, Singapore Dreaming, and more recently, A Land Imagined.
What’s stopping Singapore content creators from producing more great work that receive international acclaim?
Can an employment contract clause expressly prohibit post-termination disclosure of information that is not actually confidential? Most likely, no.
As a Singapore employment lawyer, I recently came across such a clause in an employment contract prohibiting indefinite disclosure of “any information” relating to the employer company.
The Monetary Authority of Singapore (“MAS“) announced on 7 August 2019 that it has launched the Sandbox Express.
The Sandbox Express provides businesses with a faster option to test certain innovative financial products and services in the market. Eligible applicants can begin market testing in the pre-defined environment of up to 9 months in the Sandbox Express within 21 days of applying to MAS.
Significance: Singapore Court of Appeal sets out principles on reasonably necessary disclosure required for court to grant leave for calling a creditors’ meeting to consider a proposed scheme of arrangement. Court holds that applicant did not provide necessary financial disclosure required and refused to grant leave.
If you found out that your employee or director has been receiving bribes or making secret profits, what civil legal recourse do you have? Or what if your employee or director has been paying bribes, what civil liability would you face? This is apart from any criminal charges or liability for corruption.
Continue reading “Article: Civil Claims and Liabilities for Payment of Bribes”
If A buys shares from B, and B made certain warranties to A about the company which turned out to be false, A can sue B for breach of warranty. Separately, if B had made misrepresentations to A to induce A to purchase the shares, A can sue B for misrepresentation in addition to breach of contract.
This may occur for example where it was falsely warranted that the company’s profits were higher than they in fact were, or that certain machinery or property of the company was in good working condition and free of defects.
How is the loss measured in such a scenario?
Continue reading “Article: Measure of Loss for Breach of Warranty in Sale of Shares”
Singapore Court of Appeal (“CA“) decision in Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 2 is groundbreaking for its analysis of contract formation through a deterministic algorithm code. Case summary here.
The majority of the CA (Jonathan Mance IJ dissenting) decided on the following key points:
When analysing mistake for contract vitiation, if a contract was formed through deterministic algorithms (i.e. it always produces the same output given the same input), it is the programmer’s state of knowledge that is relevant and to be attributed to the parties: at [98].
The inquiry should be whether, when programming the algorithm, the programmer was doing so with actual or constructive knowledge of the fact that the relevant offer would only ever be accepted by a party operating under a mistake and whether the programmer was acting to take advantage of such a mistake: at [103].
The relevant time frame within which the knowledge of a programmer or the person running the algorithm should be assessed is from the point of programming up to the point that the relevant contract was formed: at [99].
The CA held it was not necessary to decide whether cryptocurrency, specifically BTC, was a species of property that was capable of being held on trust. No express trust arose over the BTC in B2C2’s account as there was no certainty of intention to create a trust. The mere fact that Quoine’s assets were segregated from its customers’ could not in and of itself lead to that conclusion. On the facts, the manner in which the BTC was stored militated against the finding of a trust: at [144] and [145].
The CA did comment in obiter dicta that “[t]here may be much to commend the view that cryptocurrencies should be capable of assimilation into the general concepts of property. There are, however, difficult questions as to the type of property that is involved”: at [144].
Significance: The Singapore International Commercial Court (SICC), coram Jeremy Lionel Cooke IJ, held that Barclays Bank entered into an implied contract with Maybank to make the payment according to the payment instruction sent prior and was not entitled to subsequently refuse payment on alleged suspicion of fraudulent circumstances of the payment. The SICC also held that Barclays failed to prove a market practice which could be implied by custom or usage as a term of the implied contract.
Comment: It is rare for an implied contract to be found. And for legal principles to be clarified in application to the inter-bank SWIFT system.
When a debtor becomes insolvent, how will its creditors (persons who are owed money by the debtor) be paid out from the available assets of the debtor? What are subordinated debts?
Continue reading “Article: Priority / Ranking of Debts in Insolvency and Subordinated Debts”