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contractual

disputes

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Dispute arising from contracts or agreements can cripple a business, at Emerald Law we understand that these disruptions are costly, not only does this affect your business but it potentially can affect your reputation in the industry. The mental anguish from such dispute can also take a toll on how you function.

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When two or more parties have entered into a contract or an agreement, they have to uphold their end of the bargain and if one party does not perform an essential component of that contract or agreement, that failure is a breach.

You may read more about Breach of Contracts in our article here.

In Contract Law, there are three main types of breaches.

  1. Breach of a Condition – These are serious breaches and it allows the innocent party to terminate the contract.
  2. Breach of a Warranty – These are less serious breaches and it would allow the breaching party to remedy their breach.
  3. Breach of an Innominate Term- These are breaches for terms that could be either Conditions or Warranties. Whether this Term is a condition or warranty depends on the facts of the case and it would be best to contact a lawyer specialising in corporate law to review the matter.

* It is important to note that some contracts allow the party to have breached the agreement/contract to remedy their fault regardless of whether a condition or a warranty has been breached.

A Shareholder dispute is a dispute or disagreement amongst the shareholders of a company. The issues could range from matters as the operation of the Company to serious matters such as negligence or even fraudulent actions of a shareholder.

You may read more about Shareholders' Agreement here.

If you feel that you have been oppressed as a shareholder, do speak to us so that we can assess your matter. If there are elements of oppression found, you make take out an application in Court for such prejudicial and unfair treatment.

  1. First, you will need to review your Shareholder Agreement
  2. You may propose a resolution at a General Meeting to address the issue
  3. You may appoint new directors or advisors to assist the business
  4. You may remove a director
  5. You may attempt to negotiate or even have a mediation session with the other party
  6. You may engage an independent valuator to value the shares of the business

To avoid disputes it is best to put any agreement into writing. If both parties are clear on their obligations from the onset the likelihood of disputes will be low. It is also advisable to engage a lawyer to review your agreement as you may not be aware of any onerous terms that may have been incorporated into the agreement.

In most contracts, it would state the governing law and jurisdiction. Governing law informs the parties that the contract is to be interpreted based on that particular country’s laws. The jurisdiction clause informs parties that in the event of a dispute which court should the dispute be resolved at. For example, you may have a contract with the governing law as Singapore Law while the Jurisdiction clause stating that the matter is to be handled by the Malaysian Courts.

*It is important to note that the Jurisdiction clause is one that can be challenged in Court if you can show that it is beneficial to both parties that the dispute is resolved in a different court. Legally this concept is known as forum non conveniens  and it provides Courts with a discretionary power to dismiss a case where another Court would be better suited to hear the matter.

Generally yes. However, if the agreement runs contrary to the laws of Singapore it may not be enforceable. For example, if the agreement requires you to be a party to an illegal activity such an agreement would not be enforceable in Singapore.

Yes, you may consider resolving your dispute through arbitration. However, if your agreement or contract lacks an arbitration clause and if the other party does not wish to arbitrate the matter you may not be able to keep your dispute private and you would need to resolve your dispute in Court.

 

You may also wish to read our article here on Strategies for Commercial Disputes here.

Yes. You may consider mediation or a Without Prejudice meeting with the other parties to attempt an amicable settlement.

With our team of lawyers who specialise in handling dispute resolution, we can advise you on the risks and benefit of the alternative measure that is available to you in resolving your matter at the earliest opportunity.

Why Choose us

we are specialised

Each and every lawyer assigned to your case is someone who has handled many similar cases before. They each bring a specialised element to your matter ensuring that your case is handled with the utmost care.

we provide solutions

We ensure that the advise and solution provided to you resolves your matter in the most efficient manner. We are not here to simply talk, we're here to provide REAL solutions.

we are committed

We provide service with such dedication that we can even arrange to meet you outside of our normal office hours.

Speak to a lawyer now

CONTACT US TODAY

Our specialised lawyers and their team are standing by to assist you. Our first consultation is free.

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