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  • Commercial Law
    Law Watch Headline News Commentaries Judgments Legislation Notices Directions Continuing Legal Education Resources Media Press Releases Speeches Publications Online References Sample Clauses Directory of Law Practices Latest Singapore Rankings Events Upcoming Events Archive Events Archive 2013 Events Archive 2012 Commercial Law Ch 08 The Law of Contract Ch 15 Law of Agency Ch 22 Banking and Finance Ch 09 Domestic Sale of Goods Ch 16 Singapore Company Law Ch 23 The Law of Guarantees Ch 10 International Sale of Goods Ch 17 Corporate Finance and Securities Regulation Ch 24 Insurance Law Ch 11 The Law of Credit and Security Ch 18 Equity and Trusts Ch 25 Shipping Law Ch 12 Intellectual Property Law Ch 19 Restitution Ch 26 Building and Construction Law Ch 13 Intellectual Property Licensing Ch 20 The Law of Negligence Ch 27 Competition Law Ch 14 Forms of Business Organisations Ch 21 Economic Torts Ch 28 Singapore Income Taxation Overview Commercial Law Ch 08 The Law of Contract Ch 09 Domestic Sale of Goods Ch 10 International Sale of Goods Ch 11 The Law of Credit and Security Ch 12 Intellectual Property Law Ch 13 Intellectual Property Licensing Ch 14 Forms of Business Organisations Ch 15 Law

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/commercial-law?font-size=smaller (2016-01-30)
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  • Commercial Law
    Sale of Goods Ch 16 Singapore Company Law Ch 23 The Law of Guarantees Ch 10 International Sale of Goods Ch 17 Corporate Finance and Securities Regulation Ch 24 Insurance Law Ch 11 The Law of Credit and Security Ch 18 Equity and Trusts Ch 25 Shipping Law Ch 12 Intellectual Property Law Ch 19 Restitution Ch 26 Building and Construction Law Ch 13 Intellectual Property Licensing Ch 20 The

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/commercial-law?tmpl=component&print=1&page= (2016-01-30)
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  • Agency
    Legislation Notices Directions Continuing Legal Education Resources Media Press Releases Speeches Publications Online References Sample Clauses Directory of Law Practices Latest Singapore Rankings Events Upcoming Events Archive Events Archive 2013 Events Archive 2012 Agency Display By Year select 1997 1992 Fong Maun Yee and Another v Yoong Weng Ho Robert practising under the name and style of Yoong Co 1997 2 SLR 297 1997 SGCA 62 Decision Date April 16

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/cases-in-articles/agency?font-size=smaller (2016-01-30)
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  • Fong Maun Yee and Another v Yoong Weng Ho Robert (practising under the name and style of Yoong & Co) [1997] 2 SLR 297; [1997] SGCA 62
    of exercise of professional care skill and diligence due to them as their solicitor in the purported property transaction they had parted with 806 000 to Foo which they would not have otherwise In the alternative they said that Yoong had negligently represented to them that Fontana wanted to sell the property and had appointed him as its solicitor The appellants had relied on this representation and had parted with 806 000 to Foo which they would not have but for the representation Yoong s defence was that he did not owe any solicitor client duties to either Soh or Fong He also denied liability for any negligent misrepresentation and finally that Soh and Fong had been contributorily negligent and had hence wholly or partly caused their own loss The learned judge dismissed the appellants claims against Yoong with costs The appellants now appeal 6 We should mention that at the commencement of the hearing of this appeal appellants counsel applied for the further amendment of the statement of claim by adding a new cause of action claiming a breach of warranty of authority namely that Yoong warranted to the appellants that he was authorised to represent Fontana in the purported sale of the property and in reliance of this warranty the appellants authorised Yoong to release the sum of 806 000 to Foo We allowed the further amendment as it was available on the existing evidence and would cause no prejudice to Yoong 7 The evidence given at trial did not raise any controversial issues of fact save in two aspects One is on what was discussed between Soh and Yoong privately in Yoong s office on 15 August 1994 before Fong as Soh s nominee exercised the option to purchase the property and the second is the conflicting opinions expressed by the expert witnesses namely Mr Lee Bon Leong called by the appellants and Mr TPB Menon called by Yoong on conveyancing practice and the standard of care expected of a conveyancing solicitor in Singapore We will address these issues as they arise in our narration of the facts 8 A few days before the end of July 1994 Soh received a telephone call from Foo who said that he could obtain a piece of land near Garlick Avenue for about 300 per sq ft and enquired whether Soh was interested Soh thought that 300 per sq ft was a good price for land in that area and confirmed his interest Then on 1 August 1994 Soh received a facsimile message from Foo concerning their earlier telephone conversation which appeared to have been sent from Bangkok the Bangkok fax The relevant parts of the Bangkok fax are as follows 1 Location 9 Ewart Park Lot 239 36 MK4 2 Tenure Freehold 3 Development Potential 3 bungalows The above property is owned by HK public company who bought it many years using a Singapore nominee company I am working closely with the HK director in charge of the property

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/cases-in-articles/agency/1439-fong-maun-yee-and-another-v-yoong-weng-ho-robert-practising-under-the-name-and-style-of-yoong-amp-co-1997-2-slr-297-1997-sgca-62 (2016-01-30)
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  • Sigma Cable Co (Pte) Ltd v NEI Parsons Ltd [1992] 2 SLR 1087; [1992] SGHC 196
    employees Between 1984 and 1987 the defendants employees had to wear badges issued by the PUB to gain entry to PUB installations The badge which Richard Kwan was issued with had PUB and the defendants name and Richard Kwan s name and photograph 19 It was not the defendants policy to collect equipment or materials purchased by them The defendants expected the seller to be responsible for safe transportation to the defendants site particularly to the Pulau Seraya site which was on an island 20 There was one occasion in April 1987 when Mr Johnson made arrangements for the purchase of cables from the plaintiffs and the purchase order PB1 pp 12 and 13 was issued by the defendants city office The cables were delivered by the plaintiffs on 30 April 1987 to Jurong Power Station which the defendants had built in 1972 1974 and carried on providing service 21 None of the authorized persons had any knowledge of the purchase orders exh P6 It was only when people from the plaintiffs visited the Pulau Seraya site office on 16 June 1987 that the defendants became aware of the purchase orders exh P6 Exhibit P6 did not bear labels of the defendants Singapore city office 22 Richard Kwan had taken sick leave before 16 June 1987 The matter was reported to the police and Richard Kwan was dismissed Findings of the court 23 The main question to be determined by the court is whether Richard Kwan had the authority to purchase the cables for and on behalf of the defendants 24 The plaintiffs can succeed in their claim only if they can establish either a that Richard Kwan had actual authority to purchase the cables on behalf of the defendants or b that Richard Kwan had apparent or ostensible authority to purchase the cables on behalf of the defendants 25 It is not the plaintiffs case that Richard Kwan had actually been authorized to make the purchases on behalf of the defendants What the plaintiffs contend is that the conduct of the defendants as a whole amounted to a representation that Richard Kwan had the necessary implied or apparent authority to purchase the nine lots of cables on behalf of the defendants It is submitted that the defendants had by their actions and acquiescence represented that Richard Kwan had the authority to purchase the cables on their behalf 26 The evidence adduced by the plaintiffs which they say supports their submissions is as follows a On seven occasions between 19 August 1986 to 5 June 1987 five faxes and two proforma invoices of the plaintiffs price quotations of the cables were sent to the defendants The five faxes were faxed to the defendants site office at Pulau Seraya and the two proforma invoices were mailed to the defendants city office b As no evidence was adduced by the defendants to the contrary the court is entitled to presume that these documents had been received by the defendants in the ordinary course of natural events c These documents were addressed to the defendants for the attention of Richard Kwan They bore the name of the plaintiffs which the defendants knew were suppliers of cables in Singapore and contained details of cables quoted and their prices Upon receipt of these documents the defendants did not at any time object to or deny Richard Kwan s authority to ask for quotations for cables or to purchase these cables By their acquiescence the defendants represented to the plaintiffs that Richard Kwan had the authority to ask for quotations for cables and accordingly the necessary or incidental authority to purchase the cables in relation to the quotations d The plaintiffs after the sale of the first two lots of cables on 28 May 1987 and 30 May 1987 sent to the defendants a statement of account for the period 31 May 1987 exh P7 showing these two sales and the amount owing by the defendants to the plaintiffs for these two sales The defendants on receipt of exh P7 on 5 June 1977 must know that there were two sales of cables to the defendants and that Richard Kwan was involved By not immediately objecting or denying Richard Kwan s authority after receipt of exh P7 the defendants again represented that Richard Kwan in fact had the authority to purchase the cables on their behalf This further induced the plaintiffs to continue to sell more cables to Richard Kwan e Richard Kwan wore a NEI PARSONS badge each time he visited the plaintiffs premises to confirm orders for the cables and to collect the cables On each occasion when he came he drove the defendants van to collect the cables during normal office hours f Richard Kwan was able to bring along the defendants purchase orders and the defendants official rubber stamp in the transactions with the plaintiffs g The defendants had conducted their business such that it was easy for Richard Kwan to leave the defendants office during normal office hours and to have access to the defendants van and rubber stamp and purchase order forms until 15 June 1987 h On 13 June 1987 Jackie Tan made a telephone call to the defendants site office at Pulau Seraya and she was told that Richard Kwan was the person who was in charge of purchase orders i The plaintiffs had made one sale of cables to the defendants in April 1987 The procedure adopted for that sale was similar to the procedure adopted in respect of the nine purchases made by the defendants through Richard Kwan the purchase order number was given by the defendants to the plaintiffs and the cables were delivered on the strength of the said purchase order number It was only at a much later date that the actual purchase order was delivered by the defendants In the previous sale the purchase order number was given by the defendants to the plaintiffs on 8 April 1987 the cables were delivered on 30 April 1987 and the actual purchase order PB1 pp 12 and 13 was only received by the plaintiffs from the defendants on 5 May 1987 27 Diplock LJ in Freeman Lockyer v Buckhurst Park Properties Mangal Ltd stated p 503 An apparent or ostensible authority on the other hand is a legal relationship between the principal and the contractor created by a representation made by the principal to the contractor intended to be and in fact acted upon by the contractor that the agent has authority to enter on behalf of the principal into a contract of a kind within the scope of the apparent authority so as to render the principal liable to perform any obligations imposed upon him by such contract To the relationship so created the agent is a stranger He need not be although he generally is aware of the existence of the representation but he must not purport to make the agreement as principal himself The representation when acted upon by the contractor by entering into a contract with the agent operates as an estoppel preventing the principal from asserting that he is not bound by the contract It is irrelevant whether the agent had actual authority to enter into the contract In ordinary business dealings the contractor at the time of entering into the contract can in the nature of things hardly ever rely on the actual authority of the agent His information as to the authority must be derived either from the principal or from the agent or from both for they alone know what the agent s actual authority is All that the contractor can know is what they tell him which may or may not be true In the ultimate analysis he relies either upon the representation of the principal that is apparent authority or upon the representation of the agent that is warranty of authority The representation which creates apparent authority may take a variety of forms of which the commonest is representation by conduct that is by permitting the agent to act in some way in the conduct of the principal s business with other persons By so doing the principal represents to anyone who becomes aware that the agent is so acting that the agent has authority to enter on behalf of the principal into contracts with other persons of the kind which an agent so acting in the conduct of his principal s business has usually actual authority to enter into 28 In Ebeed v Soplex Wholesale Supplies Ltd the Court of Appeal held that in determining whether a principal had represented that his agent had authority to enter into a particular transaction the court had to consider the totality of the principal s conduct It was not right for the court to restrict its inquiries to an assessment of what was the normal or usual authority of the particular type of agent in question although this undoubtedly would be a relevant factor and on occasions it may be the only evidence available for determining the agent s apparent authority 29 Browne Wilkinson LJ in his judgment said p 411 It is important to bear in mind that the doctrine of holding out is a form of estoppel As such the starting point is that the principal must be shown to have made a representation which the third party could and did reasonably rely on that the agent had the necessary authority The relevant inquiry therefore in all cases is whether the acts of the principal constitute a representation that the agent had a particular authority and were reasonably so understood by the third party This requires the court to consider the principal s conduct as a whole In many cases the holding out or representation by the company consists solely of the fact that the company has invested the agent with a particular office eg managing director or secretary For example in a case such as British Bank of the Middle East v Sun Life Assurance Co of Canada UK Ltd 1983 2 Lloyd s Rep 9 1983 BCLC 73 the only holding out by the defendants to the third party was to invest someone with the title branch manager which enabled him so to describe himself in correspondence relied on by the third party in such a case the only representation which the third party can reasonably rely on is the representation that that person has the powers normally or usually enjoyed by a branch manager Therefore in such a case the only relevant inquiry is as to the powers normally enjoyed by branch managers in general But where as in the present case the holding out is alleged to consist of a course of conduct wider than merely describing the agent as holding a particular office although the authority normally found in the holder of such an office is very material it must be looked at as part and parcel of the whole course of the principal s conduct in order to decide whether the totality of the principal s actions constitute a holding out of the agent as possessing the necessary authority I therefore cannot accept either of the ways in which counsel for Refson put his case It is not right in this case simply to inquire what is the normal authority of documentary credit managers in general Nor is it right to start by seeking to establish the normal authority of documentary credit managers in general and then looking to see whether there are any additional factors which alter the position The only correct approach is the one adopted by the judge which is to consider the whole of Refson s conduct to determine whether it amounted to a holding out by Refson of Mr Booth as having the necessary authority 30 In the present case there was never any representation by the defendants to the plaintiffs as regards the authority of Richard Kwan Prior to 16 June 1987 the plaintiffs were told that Richard Kwan was an engineer employed by the defendants only by Richard Kwan himself The plaintiffs cannot rely on the representation of Richard Kwan as to his actual authority per Diplock LJ in Freeman Lockyer v Buckhurst Park Properties Mangal Ltd at p 505 31 In any case even if the defendants had represented to the plaintiffs before any of the purchases were made by Richard Kwan that Richard Kwan was their engineer the plaintiffs could only succeed if they can establish that the purchases made by Richard Kwan were within the scope of authority of an engineer The mere representation by the defendants that Richard Kwan was their engineer did not of itself amount to a representation that Richard Kwan had authority to make the purchases on behalf of the defendants per Diplock LJ in Freeman Lockyer v Buckhurst Park Properties Mangal Ltd at p 508 32 It is clear from the evidence adduced by the plaintiffs that Jackie Tan and Low Lean Siew relied on the position held by Richard Kwan in the defendants and had considered that the position of engineer carried with it the authority to make the purchases which Richard Kwan purportedly made on behalf of the defendants 33 It is for the plaintiffs to establish that the purchases made by Richard Kwan were within the scope of authority of an engineer see Kreditbank Cassel v Schenkers GmbH v Schenkers This the plaintiffs have failed to do 34 The duties normally associated with an engineer do not include the purchase of materials or goods although an engineer may advise on the type of materials required The decision to purchase from suppliers and the price to be paid are matters within the scope of the duties of the manager or other persons specially authorized by the management of the company 35 The plaintiffs cannot establish the authority of engineers to make purchases on behalf of their employers by merely relying on the evidence of Jackie Tan and Low Lean Siew that engineers were known to them to make purchases from the plaintiffs nor was their evidence sufficient to establish that engineers have by customs and usages in Singapore implied authority to make purchases of materials or goods on behalf of their employers 36 Richard Kwan was employed by the defendants as a making alive engineer His duties were to check the completeness and safety of the equipment before making it alive by switching on power to the equipment He was not involved in the design or construction of electrical devices Clearly it was no part of his duty to purchase materials or goods on behalf of the defendants or even advise the defendants on the type of materials required 37 I now come to deal with the other matters relied on by the plaintiffs Do they constitute a representation by the defendants that Richard Kwan had authority to make the purchases on behalf of the defendants 38 The plaintiffs cannot assume from the absence of any response from the defendants to their faxes and proforma invoices that Richard Kwan had authority to purchase or transact business for the defendants The most the plaintiffs can assume was that Richard Kwan had been requested by the management of the defendants to obtain price quotations The authority to request for price quotations cannot be construed as authority to make purchases or a representation of authority to make purchases The task of making enquiries or obtaining quotations is commonly assigned to very junior employees 39 Neither a badge which identifies a person as an employee of a company nor the use of the company s vehicle can conceivably be understood as a representation that that person has authority to conclude contracts or make purchases on behalf of the company If the plaintiffs are right then any employee can bind the company by wearing the company s badge and using the company s vehicle The wearing of a company s badge and the use of the company s vehicle are common everyday occurrences 40 The fact that Richard Kwan made use of the defendants purchase order forms and rubber stamp cannot be a representation unless the defendants knew and allowed Richard Kwan to use them This has not been established by the evidence adduced In fact the evidence was that it was not part of Richard Kwan s duty to keep the purchase order forms and he was not issued with the defendants rubber stamp 41 Even if the defendants purchase order forms and rubber stamp were kept by Richard Kwan that would not amount to a representation or holding out that Richard Kwan had the authority to use them and bind the defendants It cannot be said that it was wrong of the defendants to let Richard Kwan keep the rubber stamp see The Mayor Constables Company of Merchants of the Staple of England v The Governor Company of the Bank of England at p 167 There is no reason why purchase order forms should be treated differently from other stationery bearing a company s letterhead Both purchase order forms and stationery bearing the company s letterhead are capable of being used to order goods when properly completed or typed up In fact stationery bearing the company s letterhead are capable of serving other important functions when they are typed up Yet these documents and the company s rubber stamp are commonly kept by clerical or secretarial staff and are used everyday It cannot be that those clerical or secretarial staff could bind the company if they made use of the purchase order forms or the stationery bearing the company s letterhead and the rubber stamp 42 The fact that a company may have allowed its employee to retain possession of documents which would enable the employee to perpetrate or which would facilitate the perpetration of a fraud on a third party does not entitle the third party to claim against the company see Farquharson

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/cases-in-articles/agency/1438-sigma-cable-co-pte-ltd-v-nei-parsons-ltd-1992-2-slr-1087-1992-sghc-196 (2016-01-30)
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  • Free Law
    Singapore Chamber of Maritime Arbitration ADR Publications Laws of Singapore Overview Commercial Law Case Law Cases in Articles Free Law Arbitration Cases Statutes Singapore Law Watch Headline News Commentaries Judgments Legislation Notices Directions Continuing Legal Education Resources Media Press Releases Speeches Publications Online References Sample Clauses Directory of Law Practices Latest Singapore Rankings Events Upcoming Events Archive Events Archive 2013 Events Archive 2012 High Court Judgments There are no articles

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/free-law?font-size=smaller (2016-01-30)
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  • Agreement
    Media Press Releases Speeches Publications Online References Sample Clauses Directory of Law Practices Latest Singapore Rankings Events Upcoming Events Archive Events Archive 2013 Events Archive 2012 Agreement 2014 3 SLR 166 R1 International Pte Ltd v Lonstroff AG 2014 1 SLR 130 International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd and another 2011 1 SLR 1093 AAY and others v AAZ 2010 1 SLR 25 Navigator Investment Services Ltd v Acclaim Insurance Brokers Pte Ltd 2009 3 SLR R 936 Insigma Technology Co Ltd v Alstom Technology Ltd 2008 4 SLR R 95 Tay Eng Chuan v Ace Insurance Ltd 2006 3 SLR R 174 Aloe Vera of America Inc v Asianic Food S Pte Ltd and another 2005 1 SLR R 266 Lian Teck Construction Pte Ltd v Woh Hup Pte Ltd and others 2004 4 SLR R 841 Sintal Enterprise Pte Ltd v Multiplex Constructions Pty Ltd 2004 1 SLR R 333 Jurong Engineering Ltd v Black Veatech Singapore Pte Ltd 2003 4 SLR R 276 Teck Guan Sdn Bhd v Beow Guan Enterprises Pte Ltd 2003 4 SLR R 257 PT Tugu Pratama Indonesia v Magma Nusantara Ltd 2002 1 SLR R 401 PT Garuda Indonesia v Birgen Air 2002 1 SLR R 1088 WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri Lanka 2000 2 SLR R 852 L M Concrete Specialists Pte Ltd v United Eng Contractors Pte Ltd 2000 1 SLR R 648 Lum Chang Building Contractors Pte Ltd v Anderson Land Pte Ltd 1999 3 SLR R 618 Concordia Agritrading Pte Ltd v Cornelder Hoogewerff Singapore Pte Ltd 1999 1 SLR R 96 JDC Corp and another v Lightweight Concrete Pte Ltd 1998 1 SLR R 615 Coop International Pte Ltd v Ebel SA 1997 1 SLR

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/arbitration-cases/agreement?font-size=smaller (2016-01-30)
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  • Agreement
    Insigma Technology Co Ltd v Alstom Technology Ltd 2008 4 SLR R 95 Tay Eng Chuan v Ace Insurance Ltd 2006 3 SLR R 174 Aloe Vera of America Inc v Asianic Food S Pte Ltd and another 2005 1 SLR R 266 Lian Teck Construction Pte Ltd v Woh Hup Pte Ltd and others 2004 4 SLR R 841 Sintal Enterprise Pte Ltd v Multiplex Constructions Pty Ltd 2004 1 SLR R 333 Jurong Engineering Ltd v Black Veatech Singapore Pte Ltd 2003 4 SLR R 276 Teck Guan Sdn Bhd v Beow Guan Enterprises Pte Ltd 2003 4 SLR R 257 PT Tugu Pratama Indonesia v Magma Nusantara Ltd 2002 1 SLR R 401 PT Garuda Indonesia v Birgen Air 2002 1 SLR R 1088 WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri Lanka 2000 2 SLR R 852 L M Concrete Specialists Pte Ltd v United Eng Contractors Pte Ltd 2000 1 SLR R 648 Lum Chang Building Contractors Pte Ltd v Anderson Land Pte Ltd 1999 3 SLR R 618 Concordia Agritrading Pte Ltd v Cornelder Hoogewerff Singapore Pte Ltd 1999 1 SLR R 96 JDC Corp and another v Lightweight Concrete

    Original URL path: http://www.singaporelaw.sg/sglaw/laws-of-singapore/case-law/arbitration-cases/agreement?tmpl=component&print=1&page= (2016-01-30)
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