8.13.14 Secondly, insufficient losses cannot be compensated. The losses incurred in the ordinary course of events as a result of the breach are not too small and are compensable. Exceptional losses that would not normally have been taken into account are usually too small and therefore unrecoverable. However, extraordinary losses cannot be considered too small (and therefore recoverable) if it can be shown that the particular circumstances of the innocent party that led to the occurrence of these losses were known to the breaching party at the time of the conclusion of the contract. 8.8.6 Thirdly, the parties may contractually provide that non-performance resulting from certain events will be excused, so as not to constitute a breach in the form, for example, of a force majeure clause. At the very least, such a clause releases all parties from any liability for non-performance after the specified force majeure event. More detailed force majeure clauses may also provide for issues such as reimbursement and reimbursement of advances, reimbursement of costs incurred in preparing for the performance of the contract, etc. These provisions are generally enforced by Singapore law. 8.5.12 Exceptions to exclude or limit a party`s liability are often, but not exclusively, found in model agreements. Singaporean law relating to these clauses is essentially based on English law.
The Unfair Contract Terms Act 1977, which invalidates an exemption clause or limits the effectiveness of such terms by imposing a reasonableness requirement, has been re-enacted in Singapore as the Unfair Contract Terms Act (Cap. 396, 1994 Rev Ed). Effects of Legal Illegality or Illegality on the Common Law 2. An exception clause must be included in the contract 8.8.2 In the event that a contractual obligation is not performed or is performed inadequately in a material manner, Singapore law provides for a variety of legal responses and remedies depending on the nature of the non-performance. 8.13.1 After a breach of any of the terms of the Agreement or if the breach results in a party depriving any party of the full benefit of the Agreement, the aggrieved party may elect to terminate the Agreement. In this case, the aggrieved party and the breaching party will be released from all outstanding obligations under the contract. This is called a “self-help” tool because release takes place without authorization or judicial intervention. 8.7.7 Article 1 provides that the Contracts (Rights of Third Parties) Act shall not have retroactive effect – it may not be applied to contracts concluded before 1 January 2002. Paragraph 1 also provides that the law does not apply to contracts concluded on or after 1 January 2002 but before 1 July 2002, unless the contracting parties have expressly provided for this in their contract. Contracts concluded on or after 1 July 2002 are still subject to the law.
8.9.9 First, it should be noted that unilateral errors of identity generally concern cases where a party`s consent to an agreement is obtained by deception. If A agrees to sell his vehicle to B (who deceived A into believing that B is C), the contract is affected by A`s unilateral error as to B`s true identity, provided that it is clear that B`s identity is essential, i.e. an important factor that triggered the contract. In the relations between A and B, it is not necessary to determine whether such an error leads to the nullity or cancellation of the contract, since A, the party at fault, would in both cases have the right to terminate the contract. However, the distinction becomes critical if B sold the car to T (an innocent third party who acquires the car without notice from B) before A discovers the fraud. If the error results in the nullity of the contract between A and B, A may claim the vehicle from T because B, who has not acquired ownership of the vehicle, has nothing to sell to T. Conversely, where the contract between A and B is merely voidable, B acquired ownership rights in the vehicle which he could subsequently transfer to T.