Case: Singapore High Court on what constitutes confidential information protectable post-employment
Significance
In Asia Petworld Pte Ltd v Sivabalan s/o Ramasami [2022] SGHC 128, the General Division of the Singapore High Court (Philip Jeyaretnam J) analysed certain categories of information to determine if they were subject to implied general confidentiality obligations post-employment. The Court affirmed a key principle that the knowledge and experience that an employee acquires during his employment is not protectable confidential information post-employment.
Tax treatment of payment of salary or business goods or services in cryptocurrency
Should an employee accept payment of her salary in cryptocurrency or digital tokens? Should a business accept digital payment tokens as payment for goods or services? What are the tax implications? What is the best way to structure such payments?
Case: Court’s comments on contractual discretion and implied term of mutual trust and confidence
Significant comments by the Appellate Division of the Singapore High Court.
In Dong Wei v Shell Eastern Trading (Pte) Ltd [2022] SGHC(A) 8, the Court in obiter dicta considered and said that:
a. although it has been held that an employer’s exercise of a contractual discretion is subject to requirements of rationality, good faith and consistency with the contractual purpose (Leiman, Ricardo and another v Noble Resources Ltd and another [2018] SGHC 166 at [112]-[114]; Braganza v BP Shipping Ltd and another [2015] 1 WLR 1661);
b. such a fetter on contractual discretion should not extend to the contractual right to terminate with notice (at [88]);
c. further, this fetter would cut both ways and also limit an employee’s right to terminate with notice (at [92]);
d. the existence of an implied term of mutual trust and confidence in employment contracts under Singapore law is not yet settled (The One Suites Pte Ltd v Pacific Motor Credit (Pte) Ltd [2015] 3 SLR 695 (CA) at [44]);
e. the High Court of Australia in Commonwealth Bank of Australia v Barker (2014) 312 ALR 356 had firmly rejected this in Australian law. The Court’s reasoning there would be cogent in the Singapore law context too.
#singaporelaw #law #employmentlaw #litigation #contractlaw
Environmental, Social & Governance (ESG) regulatory advice and consultancy
What is ESG?
ESG stands for environmental, social and governance.
Increasing investor, consumer and stakeholder concerns about climate change, sustainability, corporate governance, social justice and human rights have driven ESG consciousness. There have thus been international and national shifts and regulations to require businesses to proactively and transparently address ESG issues.
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Case: POA Recovery v Yau Kwok Seng [2022] SGHC(A) 2 – Special Purpose Vehicle assigned claims has locus standi
Significant decision by the Appellate Division of the High Court of Singapore: POA Recovery v Yau Kwok Seng [2022] SGHC(A) 2
The Court held that a special purpose vehicle (SPV) who was assigned the claims of various investors who alleged fraud has locus standi to pursue the claims.
Koh Chew Chee v Liu Shu Ming [2022] SGHC 25
Notable case: Koh Chew Chee v Liu Shu Ming [2022] SGHC 25
Lee Sieu Kin J granted the claimant damages for breach of contract on the reliance measure even though she submitted only on the expectation measure (for which the evidence adduced did not properly address).
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Law, at its very foundation, is conceived and derived from values.
“Law, at its very foundation, is conceived and derived from values.”
In this speech by Chief Justice James Allsop of the Federal Court of Australia titled “Values in law: how they influence and shape rules and the application of law”, he makes the case that law is fundamentally based on human values.
One aspect of that is to control human power.
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Case: Esben Finance Ltd and others v Wong Hou-Lianq Neil [2022] SGCA(I) 1 – limitation for unjust enrichment and fraud; lack of consent in unjust enrichment;
Significance: 5-judge coram of the Singapore Court of Appeal in the Singapore International Commercial Court (SICC) held that:
- unjust enrichment claims are not subject to limitation (based on the current wording of the Limitation Act (“LA”));
- restitution for wrongs are also not subject to limitation unless the wrong is based on a civil wrong which is addressed in the LA;
- for the s 29 LA postponement of limitation period for fraud or mistake, limitation period runs when circumstances, objectively viewed, give rise to a desire to investigate;
- equitable doctrine of laches does not apply to common law claims;
- a claimant could possibly claim in unjust enrichment for value transferred through intermediaries to the defendant if the substance of the arrangement resulted in a transfer of value from the claimant to the defendant. Value would be provided pursuant to a wider scheme but for which the transferor would not have had the value to transfer. A causal link must be established between (i) resources expended by the claimant and (ii) resources eventually transferred to the defendant. Resources transferred would be regarded as the assets of the claimants and not that of the intermediaries;
- lack of consent could, in principle, be an unjust factor;
- however, legally valid transfers of the claimant’s value without his consent or the retention by the defendant of the claimant’s value which the defendant is legally entitled to cannot be unjust;
- lack of consent would generally not be available as an unjust factor in cases where an alternative established cause of action is already available to the claimant.
- The Court also expressed a provisional view that an unjust enrichment (and not only a contractual) claim may be unenforceable if it offended the policy of international comity, if to permit it would otherwise result in the contravention of the laws of a foreign country. This is insofar as permitting the claim would stultify the policy of international comity. Also, this should extend to defences to claims in unjust enrichment, ie, the fundamental domestic public policy of international comity should bar defences in addition to claims in unjust enrichment, subject to the principle of stultification.
https://www.elitigation.sg/gd/s/2022_SGCAI_1
Legal and other issues with DAOs (Decentralised Autonomous Organisations)
Legal and other issues with Decentralized Autonomous Organizations or DAOs
In this article, I highlight a few problems with DAOs. The laws make it such that DAOs render members to unlimited liability arising from other members’ actions, DAOs cannot hold property in its own name, DAOs create tax problems for members, DAOs’ voted resolutions may not have legal force, and DAOs may be regulated by investment laws. I consider legal issues with setting up, formation or running of DAOs in Singapore.
I’ve suggested two variations of a CLG model to address some of the legal issues.
Conceptually, DAOs run into the trust problem and the skill problem.
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