1. Business Law
Li Junxian
Joshua Wong
Terence Chow
Twain Teo
Jonathan Ng
1

2. Summary
1 Aug - Mac 4 Aug, 4.59pm
3 Aug, 2pm -
faxed a letter to 3 Aug - Jojo - Donalds's
Blur on behalf
Donald, offering offered to buy acceptance fax
of Mac sent the
to sell equipment from sent and
revocation
equipment for Mac at $10,000 arrived at Mac's
letter by post
$5,000 office
4 Aug, 5pm -
Deadline for
acceptance
7 Aug -
10 Aug - Mac
5 Aug, 1pm - Donalds called
5 Aug, 9am - delivered
Revocation Mac and asked
Acceptance fax equipment, but
letter arrived by to pay $3000
noticed by Max Donalds
post instead. Mac
refused to pay.
agreed.
2

3. 1 Aug - Mac
faxed a letter to
Donalds,
offering to sell
equipment for
$5,000
3

4. 3 Aug - Jojo
offered to buy
equipment from
Mac at $10,000
3

5. 3 Aug, 2pm -
Blur on behalf
of Mac sent the
revocation
letter by post
3

6. 4 Aug, 4.59pm
- Donalds's
acceptance fax
sent and
arrived at Mac's
office
3

7. 4 Aug, 5pm -
Deadline for
acceptance
3

8. 5 Aug, 9am -
Acceptance fax
noticed by Mac
3

9. 5 Aug, 1pm -
Revocation
letter arrived by
post
3

10. 7 Aug -
Donalds called
Mac and asked
to pay $3000
instead. Mac
agreed.
3

11. 10 Aug - Mac
delivered
equipment, but
Donalds
refused to pay.
3

12. Flow
Acceptance of the original offer
Revocation of offer?
The renegotiated contract’s validity
Promissory Estoppel in the case
Clean hands doctrine
Additional discussion:
Promissory Estoppel: suspensory or extinctive?
Considering factual vs legal benefits
4

13. The case
Mac sued Donalds for breach of
contract
For the full contract sum of $5,000
5

14. Question 1
Can Donalds argue that, even if there
were to be a valid offer, there was
no valid acceptance of that offer by
him because his letter of acceptance
was not read by Mac until 9.00 am on
5 August?
No
6

15. The Offer
“I’m offering to sell you my burger
frying equipment for $5,000, payment
on delivery. If you would like to
accept this offer, please fax me your
acceptance by 4 August, 5.00
pm” (Mac, 1st August)
7

16. Elements of a
Contract
Offer
Acceptance
Consideration
Intention to create legal relations
8

17. Is this a valid
offer? – Yes
Intention of the Offeror
Furnished with Terms and Details
9

18. Offeror Offeree
Mac Contract Donalds
10

19. Elements of a
Contract
Offer
Acceptance
Consideration
Intention to create legal relations
11

20. Acceptance
Which rule should we use?
General rule
Postal-Acceptance rule
12

21. Applying the General
Rule
“On 4 August at 4.59 pm, Donalds
faxed his letter of acceptance over
to Mac’s office (which arrived
instantaneously)”
Fax follows the General Rule
However, there are some exceptions to
this rule
13

22. Entores Ltd v Miles Far
East Corporation (1955)
Court of Appeal held that “where a
contract is made by instantaneous
communication the contract is
complete only when the acceptance is
received by the offeror.”
14

23. Entores Ltd v Miles Far
East Corporation (1955)
“it should, however, be noted that
the general rule will not apply if
the offeror is at fault, eg, where he
failed to maintain his equipment in a
proper condition. To hold it
otherwise would not be fair to the
offeree.” (Principles of Singapore
Business Law, George TL Shenoy, Loo
Wee Ling at para 7.52)
15

24. Why Mac is at fault
“Please fax me your acceptance by 4
August, 5.00pm”
Blur did not read the fax sent at
4.59pm
Offeree has fulfilled the obligation on
his part
Onus is on offeror to check his
designated mode of communication (fax)
16

25. Acceptance by
Conduct
Donalds ignored the revocation letter
Negotiation carried on after contract
was concluded
17

26. Elements of a
Contract
Offer
Acceptance
Consideration
Intention to create legal relations
18

27. Consideration &
Intention
Benefit-detriment analysis
Intention to create legal relations
presumed in all business and
commercial agreements.
19

28. Elements of a
Contract
Offer
Acceptance
Consideration
Intention to create legal relations
20

29. Question 2
Can Donalds argue in defense that
there was no contract between Mac and
himself because Mac’s offer, if any,
had been revoked by his letter of
revocation?
Was there revocation?
No
21

30. When is the offer
considered revoked?
Any time before it is accepted by the
offeree
In order to be effective, revocation
must be communicated to the offeree
22

31. No revocation
No communication to offeree
Communication was made after
acceptance
Postal-acceptance rule is not applied
to revocation
23

32. If…
The letter was received and read by
Donalds before he sent his
acceptance?
The letter was received but not read
by Donalds before he sent his
acceptance?
24

33. Question 3
Assuming that a valid contract existed
between Mac and Donalds, can Donalds
argue that he was only bound to pay
$3,000 for the burger frying equipment
as Mac had specifically agreed to the
lesser amount in satisfaction of the
full contract sum of $5,000?
No
25

34. Consideration
Offeree Offeror
Promisor ? Promisee
26

35. The facts
On 7 August, Donalds telephoned Mac
to propose a reduced payment for the
equipment
Mac accepted Donald’s proposal as he
was in dire need of money
When Mac requested for payment upon
delivery, Donalds refused to pay as
he had changed his mind
27

36. Was there a re-
negotiation?
For a re-negotiation to be valid,
fresh additional consideration should
be furnished
28

37. Conditions for
Consideration
Consideration must move from the
promisee (Donalds) to the promisor
(Mac)
Consideration must be requested for
by the promisor (Mac)
29

38. New consideration
was not furnished
Mac demonstrated good consideration
and forbearance by not requesting for
full claim of $5,000
Donalds merely bargained for a lower
price
30

39. Previous Cases
Pinnel’s case (1602)
Foakes v Beer (1884)
Partial payment of a debt without fresh
considerations is not full discharge
Novation is a term used in contract law and
business law to describe the act of either
replacing an obligation to perform with a
new obligation, or replacing a party to an
agreement with a new party.
31

40. Therefore the claim should be $5,000.
32

41. Question 4
Can Donalds exercise promissory
estoppel?
No
33

42. Promissory Estoppel
In the law of contracts, the doctrine
that provides that if a party changes
his or her position substantially
either by acting or forbearing from
acting in reliance upon a gratuitous
promise, then that party can enforce
the promise although the essential
elements of a contract are not
present.
34

43. Promissory Estoppel
Clear and unequivocal promise
Shield not Sword
Reliance on promise
Inequitable to go back on promise
35

44. Clear and
unequivocal promise
In this case, Mac was willing to
forgo $2,000 and accept $3,000 as
payment in satisfaction of the full
sum.
The promise made by Mac was clear.
36

45. Promissory Estoppel
Clear and unequivocal promise
Shield not Sword
Reliance on promise
Inequitable to go back on promise
37

46. Shield not Sword
Donalds can invoke it in defence.
38

47. Promissory Estoppel
Clear and unequivocal promise
Shield not Sword
Reliance on promise
Inequitable to go back on promise
39

48. Reliance on promise
Donalds did not stick to promise.
The agreement was for payment upon
delivery, which Donalds “coldly”
refused to do so.
40

49. Promissory Estoppel
Clear and unequivocal promise
Shield not Sword
X Reliance on promise
Inequitable to go back on promise
41

50. Inequitable to go
back on promise
Not inequitable for Mac to go back on
promise
No significant time lapse
Donalds didn’t suffer any detriment
42

51. Promissory Estoppel
Clear and unequivocal promise
Shield not Sword
X Reliance on promise
X Inequitable to go back on promise
43

52. Clean Hands doctrine
“He who comes to Equity must come with clean
hands.” (Equity and Trusts, Articles on
Singapore Law (18, 2005))
Under the clean hands doctrine, a person who
has acted wrongly, either morally or legally
– that is, who has “unclean hands” – will
not be helped by a court when complaining
about the actions of someone else.
Does not mean “blameless in all ways” though
44

53. Donalds’s case
Donalds had failed in this case
Breach of contract
He had no intention of paying
45

54. Promissory Estoppel
Suspensory vs Extinctive
46

55. What does extinctive
mean?
To extinguish an obligation which is
not a continuing obligation
47

56. Central London Property Trust
v High Trees House Ltd (1947)
1937
Rent = £2,500 per year £2500
48

57. Central London Property Trust
v High Trees House Ltd (1947)
1940
Rent = £1,250
49

58. Central London Property Trust
v High Trees House Ltd (1947)
1945
Rent = £2,500 again
Held that plaintiffs £2500
entitled to restore rent
rate
50

59. Central London Property Trust
v High Trees House Ltd (1947)
The accrued payment obligations of
the tenants falling within the
duration of the suspension was
extinguished
Plaintiff estopped from claiming for
period prior to 1945
51

60. What does suspensory
in nature mean?
Enforcement of an obligation is
suspended
It can be revived upon the promisor
giving due notice to the promisee
52

61. Hughes v Metropolitan
Railway Company (1877)
Landlord gave his tenant 6 months notice
to repair the premises.
However, they commenced negotiations for
the sale of the lease to the landlord.
Tenant indicated that he would not
continue repairs during that period.
Notice period to continue only after
negotiations ended.
53

62. Hughes v Metropolitan
Railway Company (1877)
Landlord wanted to forfeit lease as
no repairs done.
However, not allowed to do so.
The 6 months notice was considered
suspended during the period of
negotiations.
54

63. Mac v Donalds
What do you think? If Donalds paid up
at first, and Mac sued for the
remaining $2,000, could Donalds claim
promissory estoppel?
Would it be suspensory or extinctive?
Depends on objective assessment of
intentions of Mac’s intentions.
55

64. Benefit in fact
The promisee is not getting anything
more than he is technically legally
entitled to, but he gets a benefit in
practice
What happens if factual benefit could
also constitute consideration?
56

65. Williams v Roffey Bros &
Nicholls (Contractors) Ltd
(1991)
worried
More $$$
Work faster
Roffey Bros Williams
Main Contractor Carpentry Work
57

66. Implications
If the slightest benefit could
constitute consideration, then almost
all modified contracts would stand
The promisor would almost always
benefit from the promisee’s continued
performance rather than suffer a
breach of contract
Consideration loses traditional role
58

67. Conclusion
Acceptance of the original offer
Revocation of offer?
The renegotiated contract’s validity
Promissory Estoppel in the case
Additional discussion:
Promissory Estoppel: suspensory or extinctive?
Clean hands doctrine
Considering factual vs legal benefits
59

68. End
60

69. ways. In the first case, orders were made on the telephone by the defendants
in Malaysia and confirmed by the plaintiffs in Singapore. In the second
situation, orders were sent by telefax from Malaysia and the plaintiffs
responded by despatching the goods from Singapore to the defendants.
17 When an offer is made and accepted over the telephone, a contract is
formed at the time and place where the acceptance is received. It is
established in Entores Ld v Miles Far East Corporation [1955] 2 QB 327;
[1955] 2 All ER 493, that a contract made by instantaneous communication
is formed when the acceptance is received by the offeror. The rule was
explained by Birkett LJ ([1955] 2 QB 327 at 335; [1955] 2 All ER 493 at 497):
The ordinary rule of law, to which the special considerations governing
contracts by post are exceptions, is that the acceptance of an offer must
be communicated to the offeror, and the place where the contract is
made is the place where the offeror receives the notification of acceptance
by the offeree.
[emphasis added]
18 Transniko Back
Accordingly the first category of contracts was made in Malaysia.
19 For the second class of contracts, there were written offers to
61

70. "&'()*''+,,-"#.,/01,,23%4"56,2.!&.7*.(,896,899/,,:;<=,>?
946 SINGAPORE LAW REPORTS (REISSUE) [1995] 3 SLR(R)
Wilde CJ said (at 305): “An order for goods is binding upon the party
sending it, before the letter containing the acceptance of the contract is
received by him.” (In the context of the facts of the case, the words “upon
the party sending it” meant upon the supplier sending the goods.)
Creswell J asked rhetorically: “If a man writes ‘send me such and such
goods, and I will pay for them’, – is not the sending the goods, without
more, an acceptance of the offer?”
21 On this analysis, the second category of contracts was made in
Singapore.
22 These are material facts that should be disclosed by the plaintiffs in
Transniko Back
their application. The materiality of the plaintiffs’ failure of disclosure must
also be considered. The plaintiffs did not disclose that some of the contracts
62

71. Brinkibon Back
63

72. Back
64

73. his reliance upon the representation was reasonable in the circumstances. Where it
may be inferred from the circumstances that the party seeking to raise the estoppel
had acted upon the representation, the burden of proof shifted to the other party
to show that there was no reliance in fact: at [206] to [209].
(6) A plaintiff in equity had to approach the court with clean hands but this did
not mean he had to be blameless in all ways. First, the undesirable behaviour in
94 SINGAPORE LAW REPORTS [2007] 1 SLR
question had to involve more than general depravity. It had to have an immediate
and necessary relation to the equity sued for; it had to be a depravity in a legal as
well as in a moral sense. The question was whether in all the circumstances it
would be a travesty of justice to assist the plaintiff given his blameworthy
participation or role in the transaction. The circumstances had to be considered as
a whole, having regard to the relief sought. This was because relative
blameworthiness only emerged after a complete and exhaustive scrutiny and relief
which was less drastic did not have to be defeated by conduct that was less
opprobrious: at [224] to [226].
(7) Section 76(3) of the Land Titles Act (Cap 157, 2004[2007] 1 SLR was unique to
292 SINGAPORE LAW REPORTS Rev Ed)
our legislation and designed to protect certain interests from the draconian effects
Hong Leong Singapore Finance Ltd
of a foreclosure order. Because Yongnam had an equitable interest in the property
v
qua a purchaser that had paid a portion of the purchase price, the foreclosure
United Overseas Bank Ltd Back
proceedings were fatally flawed in having been initiated and concluded without
[2006] SGHC 205
notice having been given to them and65Hong Leong. Nor were those interests

74. The Maxims
18.2.4 Some significant maxims of Equity are:
Equity looks on as done which ought to be done
Equity follows the law.
He who comes to Equity must come with clean hands.
He who seeks Equity must do Equity.
Where Equities are equal the law prevails.
Where equities are equal, the first in time prevails.
Equity is equality.
Equity assists the diligent, not the tardy.
Equity looks to the intent, rather than to the form.
Equity will not assist a volunteer.
Equity acts in personam.
Equity will not suffer a wrong without a remedy.
Equity will not allow a statute to be made an instrument of fraud.
Back
66

75. Back
67