Sale of Goods (UN Convention) Act

Sale of Goods (UN Convention) Act

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Sale of Goods (UN Convention) Act (Cap 283A, 2013 Rev Ed)

https://sso.agc.gov.sg/Act/SGUNCA1995

Singapore is party to the United Nation Convention for the International Sale of Goods (“CISG”). The Sale of Goods (United Nations Convention) Act (Cap 283A, 1996 Rev Ed) is an implementing statute which incorporates the CISG into Singapore law, subject to the reservations which Singapore has made to the CISG. Specifically, Singapore has made a reservation to Article 1(1)(b) of the CISG, which would otherwise render the CISG applicable “when the rules of private international law lead to the application of the law of a Contracting State”. As a result, under Singapore law, the CISG is only applicable to sales of goods where the parties have their places of business in different CISG contracting states.

Section 4 of the Sale of Goods (United Nations Convention) Act provides that the provisions of the CISG prevail over any other law in force in Singapore to the extent of any inconsistency

Sale of Goods Act

Sale of Goods Act

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Sale of Goods Act (Cap 393, 1999 Rev Ed)

https://sso.agc.gov.sg/Act/SGA1979

The Sale of Goods Act (“SOGA”) is based on the English Sale of Goods Act 1979. It applies to any contract where a seller transfers or agrees to transfer property in goods to a buyer in exchange for a price. The scope of the SOGA includes the following:

(a) Part II of the SOGA deals with the formation of the contract. This section also stipulates that certain terms are implied into contracts for the sale of goods. These include, inter alia, implied conditions that the seller has the right to sell the goods, that the goods are of a satisfactory quality, and, where the seller sells goods in the course of business and where the buyer makes known his purpose for buying the goods, an implied condition that the goods supplied are reasonably fit for that purpose.

(b) Part III of the SOGA addresses the effects of the contract. These provisions set out rules and presumptions concerning the transfer of property and title in goods as between the buyer and the seller.

(c) Part IV of the SOGA relates to the performance of the contract. In particular, this section sets out the respective rights and duties of sellers and buyers.

(d) Part V of the SOGA stipulates the rights of an unpaid seller against goods. Where the whole of the contract price has not been paid or tendered, the unpaid seller may have certain real rights against the goods, including a right of lien, a right of stoppage in transit, a right to withhold delivery, or a right to resell goods, as the case may be.

(e) Part VI of the SOGA sets out the rights of buyers and sellers against one another for breach of contract.

Reciprocal Enforcement of Foreign Judgments Act

Reciprocal Enforcement of Foreign Judgments Act

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Reciprocal Enforcement of Foreign Judgments Act (Cap 265, 2001 Rev Ed)

https://sso.agc.gov.sg/Act/REFJA1959

The Reciprocal Enforcement of Foreign Judgments Act (“REFJA”) facilitates the registration, and subsequent enforcement, of foreign judgments in civil proceedings in Singapore. Money judgments, non-money judgments, certain interlocutory orders and civil judgments from recognised courts may be registered under the REFJA, subject to the reciprocal bilateral agreement between Singapore and each foreign country.

A person who is a judgment creditor under a judgment to which the REFJA applies, may apply to register the judgment in the High Court of Singapore within six years after the date of the judgment or, where there have been proceedings by way of appeal against the judgment, after the date of the last judgment given in those proceedings. Once registered, the judgment may be enforced as if it were a judgment obtained in Singapore.

The REFJA does not apply to any judgment which may be recognised or enforced in Singapore under the Choice of Court Agreements Act 2016 (No 14 of 2016).

Reciprocal Enforcement of Commonwealth Judgments Act

Reciprocal Enforcement of Commonwealth Judgments Act

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Reciprocal Enforcement of Commonwealth Judgments Act (Cap 264, 1985 Rev Ed)

https://sso.agc.gov.sg/Act/RECJA1921

The Reciprocal Enforcement of Commonwealth Judgments Act (“RECJA”) provides for the registration and enforcement of judgments obtained from the superior courts of the United Kingdom and other gazetted jurisdictions. Gazetted jurisdictions include New Zealand, Sri Lanka, Malaysia, Pakistan, Brunei Darussalam, Windward Islands, Papua New Guinea, India (except for the states of Jammu and Kashmir), the Commonwealth of Australia, New South Wales, Queensland, South Australia, Tasmania, Victoria, Western Australia, Australian Capital Territory, Norfolk Island and Northern Territory. The RECJA only applies to monetary judgments.

A person who has obtained a judgment from a jurisdiction within the ambit of RECJA and who wishes to enforce that judgment in Singapore must apply to register the judgment in the High Court of Singapore within 12 months of the date of the judgment, or such longer period as the Court may allow. Once registered, the judgment may be enforced in like manner as a locally obtained judgment.

Registration may be refused in certain circumstances. These include situations where the original court acted without jurisdiction, where the judgment was obtained by fraud, or where the judgment debtor satisfies the court that an appeal is pending, or that he is entitled and intends to appeal against the judgment.

The REFJA was amended in 2016 such that it would not apply to any judgment which may be recognised or enforced in Singapore under the Choice of Court Agreements Act 2016 (No 14 of 2016).

International Arbitration Act

International Arbitration Act

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International Arbitration Act (Cap 143A, 2002 Rev Ed)

https://sso.agc.gov.sg/Act/IAA1994

The International Arbitration Act (Cap 143A, 2002 Rev Ed) applies to international arbitrations, which are arbitrations including any international element. It may also apply to non-international arbitrations if the parties agree.

The International Arbitration Act makes provision for many procedures leading up to, during, and following the conduct of the actual arbitration. It provides for the parties’ rights, the tribunal’s powers, and the court’s powers in such situations. It also crystallises fundamental principles of arbitration law, such as the separability of the arbitration agreement from the principal contract, and the jurisdiction of the tribunal to hear challenges to its own jurisdiction. It also provides that the Model Law has the force of law in Singapore except Chapter VIII of the Model Law.

Under the International Arbitration Act, the court has supervisory jurisdiction over the arbitration and this is shown in several respects. First, where one party to the arbitration agreement institutes proceedings in any court where it should have gone to arbitration instead, the court shall, on the application of the other party, stay the court proceedings in favour of arbitration if there is a prima facie case of an arbitration agreement that governs the dispute, unless the arbitration agreement is null and void, inoperative, or incapable of being performed. Second, the court can hear challenges from the tribunal’s decision on jurisdiction, whether the tribunal decides that it has jurisdiction or not. Third, the court can hear applications to set aside the award or to resist its enforcement in Singapore.

Court intervention is limited and restricted to instances expressly provided within the International Arbitration Act.

Insurance Act

Insurance Act

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Insurance Act (Cap 142, 2002 Rev Ed)

https://sso.agc.gov.sg/Act/IA1966

The Insurance Act (“IA”) primarily governs the licensing and regulation of insurance business, insurers, insurance intermediaries and related institutions in Singapore. Insurers can carry on insurance business in Singapore either as licensed insurers or foreign insurers. Licensed insurers can carry on direct life and/or general business, life and/or general reinsurance business or captive insurance. Foreign insurers carry on insurance business in Singapore under a foreign insurer scheme established under Part IIA of the IA.

The scope of the IA, inter alia, includes the following:

(a) control of insurance business, with provisions relating to restrictions placed on insurers (Part II);

(b) control of foreign insurer schemes (Part IIA);

(c) control of insurance intermediaries (Part IIB);

(d) provisions relating to returns, inspections, investigations, winding up and transfers of business (Part III);

(e) assistance to foreign regulatory authorities (Part IIIA);

(f) transfer of business and shares, restructuring of licensed insurer and winding up (Part IIIAA); and

(g) nomination of beneficiaries (Part IIIC).

Notably, special categories of insurance, such as motor insurance, workmen’s compensation insurance and marine insurance, are regulated under other statutes in Singapore.

 

Source:
www.mas.gov.sg

Competition Act

Competition Act

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Competition Act (Cap 50B, 2006 Rev Ed)

https://sso.agc.gov.sg/Act/CA2004

The Competition Act (Cap 50B, 2006 Rev Ed) provides a generic law to protect consumers and businesses from anti-competitive practices of private industries. The Competition Act sets out the processes in administering competition law in Singapore and also sets out the powers of the relevant bodies. To do so, the Competition Act applies to all private sector undertakings that are capable of carrying out commercial and economic activities, regardless of whether it is owned by the Government, a statutory body, or even a foreign entity.

The Competition Act prohibits three main activities: agreements, decisions, and practices which prevent, restrict, or distort competition; the abuse of a dominant position; and mergers that substantially lessen competition.

The Competition Act provides for, inter alia:

(a) The Competition Commission of Singapore and its functions (Part II);

(b) The activities prohibited under competition law (Part III);

(c) The Competition Appeal Board, and appeals to both the Board and the courts (Part IV);

(d) Powers of the Commission to investigate offences and provisions relevant to these powers (Part V); and

(e) Other miscellaneous provisions.

Companies Act

Companies Act

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Companies Act (Cap 50, 2006 Rev Ed)

https://sso.agc.gov.sg/Act/CoA1967

The Companies Act (“CA”) is the primary legislation regulating the conduct of companies in Singapore. The CA was first enacted in 1967 and in recent years, the CA has undergone significant amendments in 2014 and 2017.

The scope of the CA, inter alia, includes the following:

(a) incorporation and powers of companies (Part III);

(b) regulation of shares, debentures and charges (Part IV);

(c) duties owed by directors and officers of a company as well as other matters relating to management and administration of a company (Part V);

(d) regulation of accounts and audit (Part VI);

(e) operation of scheme of arrangements, reconstructions and amalgamations (Part VII);

(f) role of receivers and managers (Part VIII);

(g) operation of judicial management (Part VIIIA);

(h) winding-up provisions, including voluntary and involuntary winding up (Part X);

(i) regulation of various types of companies such as investment companies and foreign companies (Part XI); and

(j) provision of corporate criminal offences (Part XII, Division 2).

Carriage of Goods by Sea Act

Carriage of Goods by Sea Act

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Carriage of Goods by Sea Act (Cap 33, 1998 Rev Ed)

https://sso.agc.gov.sg/Act/CGSA1972

The Carriage of Goods by Sea Act (“COGSA”) in Singapore gives effect to the Hague-Visby Rules (“the Rules”): see s 3(1) of COGSA which provides that the provisions of the Rules “shall have the force of law”. This has the effect of making the application of the Rules mandatory.

Singapore is a signatory to the Rules. The Rules essentially set out to regulate the rights and duties of the carrier and shipper under a contract of carriage by sea covered by a bill of lading.

However, the Rules are not adopted wholesale into Singapore law because some modifications are made. The most notable change is to Article X of the Rules, which provides that the Rules apply to every bill of lading relating to the carriage of goods between ports in two different States if the bill of lading is issued in a contracting state of the Rules, or the carriage is from a port in a contracting state, or the contract contained in or evidenced by the bill of lading provides that the rules or legislation of any state giving effect to the Rules are to govern the carriage. However, s 3(2) of COGSA provides that the Rules would also have the force of law whether or not the carriage is between ports in two different States so long as the port of shipment is from Singapore. Thus, the Rules also apply to domestic voyages within Singapore.

Another noteworthy modification is the inclusion of live animals and deck cargo where the contract provides for such delivery notwithstanding the words in Article I(c) of the Rules: see 3(6) of the COGSA.

Building and Construction Industry Security of Payment Act

Building and Construction Industry Security of Payment Act

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Building and Construction Industry Security of Payment Act (Cap 30B, 2006 Rev Ed)

https://sso.agc.gov.sg/Act/BCISPA2004

The Building and Construction Industry Security of Payments Act (Cap 30B, 2006 Rev Ed) (“SOPA”) seeks to improve cash flow in the construction industry. It does so by creating a specialised adjudication regime, whereby parties have the right to seek progress payments for work done within specified time limits.

Where parties contest the sums to be paid, they can opt for adjudication, which is an alternative dispute resolution mechanism aimed to be cost-effective and quick. Under the SOPA, the adjudication operates under strict timelines and the adjudicator(s) may only consider limited material put before them during those timelines. The courts have recognised that this is an abbreviated process of dispute resolution, which although somewhat roughshod, is compensated for by the fact that the adjudication determination is only of temporary finality. Temporary finality means that after the adjudication determination, the losing respondent may challenge the adjudication determination in court, although only on certain grounds and only after the adjudicated sum is paid into court first. This facilitates cash-flow in the construction industry.

The SOPA deals with, inter alia:

(a) The right to progress payments (Part II);

(b) Payment claims and responses (Part III);

(c) Adjudication of payment claim disputes (Part IV);

(d) Measures to enforce payment of the adjudicated amount (Part V); and

(e) Other general provisions relating to adjudication.