Issue: Whether Taylor has an agreement with BuildUp?
a) Issue: Whether Taylor has an agreement with BuildUp?
Rule: Common law is enforced by the contract law of Singapore, in which a contract is made between 2 or more persons by means of an acceptance and offer, which seeks to exchange “consideration” in order to create a valid relation between them (Fandl, 2016). There are four main elements of the contract:
Offer: The offer needs to be implied or express a promise to be certain rather than simply a solicitation or “invitation to treat”.
Acceptance: The acceptance could be expressed via conducts or words and must be qualified (Giancaspro, 2017).
Consideration: Contracting parties have to give something of value (money or valuable) to each other.
Intention to create legal relation: Parties need to have accurately envisioned the agreement to have legal effect (Lauslahti et al., 2018).
Application: Lorraine made an informal offer to Taylor that she can pay her the average salary, provide training from the best people, and give him her own office. Taylor accepted her but Lorraine did not intend to have a legal relationship as her terms “can offer”. Furthermore, the agreement between Taylor and her mother was of a domestic nature. It can also be said that there was no appropriate consideration between both the parties (Merritt V. Merritt).
Conclusion: There was no contract made between Taylor and Lorraine as it was an informal contract and Lorraine had no intention of forming a legal relationship.
b) Issue: What are the legal claims regarding misrepresentation during interview under common and statute law.
Rule: When a contracting party to an agreement illegally fails to accomplish her or his contractual duties, it can be said that breach of contract would have arisen. A breach of contract occurs when a contracting party to an agreement fails to do as per the terms of the agreement.
A misrepresentation is an incorrect or untrue statement, stated by one party to the other which persuades or encourages the latter to enter into an agreement (KOH, 2021). According to the Misrepresentation Act 1967, When an individual has entered into an agreement by reason of misrepresentation to nother Contracting Party and the offer has resulted in damages, the person making the misrepresentation shall be liable for loss or damage.
- The representation must be untrue or false
- The defendant must make the representations to the claimant
- The misrepresentation indue the applicant into entering the agreement
- The applicant must have faces or experienced damage or loss as a result (Šírová, 2016).
Contract fraud arise when an individual deliberately makes an untrue or false statement with a view to have an offeree agree to an agreement. This kind of conduct is envisioned to trick or deceive the offeree into entering an agreement that he/she might not otherwise agree to (Blitz, 2018).
Rule: Common law and four main elements of the contract
According to the Common law, the law of illegality in agreement is a complicated and technical scope of the law. Usually, where an agreement is restricted by common law or an established head of public policy of statute, the agreement is unenforceable and void (Raskin, 2016). The Supreme Court determined that agreements that are not void in themselves, although their manner or purpose, constitute performance, are prohibited in accordance with common law.
Application: Under statutory law, Taylor may claim based on fraudulent misrepresentation made by Uplt, and that because of her false or untrue statement, she came to enter into a company employment contract. According to the CDX and another V. CDZ and another [2020] SGHC 257, the misrepresentation prompted the victim to sign the contract. Also from the given scenario, Taylor was prompted to sign the contract by Uplt as they stated that he would get opportunity to work with Jayce for 3 months, but she only worked for 2 months and her colleague Wes worked 4 months instead. Every element of misrepresentation suggests that the Taylor may have valid grounds for making a claim against the company. According to the Ting Siew May V. Boon Lay Choo [2014] SGCA 28, the SC held that agreement which is not in itself illegal, but nonetheless included the commission of a lawful wrong in its manner or purpose, constituting performance was prohibited in accordance with common law. From the given scenario, Taylor can also claim on grounds of illegality because their manner or purpose of performance was restricted because the company wanted to enter into a contract with Taylor.
Conclusion: Taylor can claim the company on the basis of misrepresentation because of their false statement that prompted him to enter into the contract. As per common law, she can make a claim on grounds of illegality because their purpose was wrong as they only wanted her to enter into a contract.
c) Issue: Can Taylor make a claim regarding discrimination?
Rule: There is currently no law in Singapore that explicitly prohibits discrimination in itself. According to common law, discrimination in trade or employment can be direct or indirect. It can be said that direct discrimination presents when the practice, rule or law explicitly cites specific grounds like race, sex, age etc. to deny equal opportunities. On the other hand, indirect discrimination arises in which the exercise or rule appears fair on the surface, although the exercise results in exclusion (Fernández-Martínez & Fernández, 2020).
Application: Lorraine made an informal offer to Taylor
Equality at work means that everyone should be given equal opportunity to fully develop the skills, competencies and skills that are rational to the economic practice they wish to follow.
Age discrimination refers to the practice of treating a person distinctly in a workplace specifically because of his or her age, usually less favourably (Stypinska & Turek, 2017).
Application: Taylor may claim discrimination on the grounds that the Company did so to provide Wes with equal and fair opportunities. Also, the company promised to provide 3 months of work opportunity to work with Jayce on the specific project, but she only got 2 months of work and Wes got 4 months of work. Apart from this, Taylor was at least 5 years younger than Wes, so she can claim that because of her age, Wes got more opportunities to work on such a big project (Mok & Jiang, 2017).
Conclusion: Taylor could claim in court that she was not given an equal and fair opportunity to work with Jayce and also faced age discrimination because Jayce often stated that Wes was more mature to liaise with higher officials.
d) Issue: Can oral negotiation methods be part of the agreement under the Parole Evidence
Rule: The parole evidence rule is considered a doctrine of contract law that stops parties to a written agreement from giving “extrinsic” of terms or words in an agreement that vary, modify, or contradict the terms or statement of a written contract, when that written contract is determined finalized and completed (Taylor, 2015). According to the Evidence Act (EA) of section 93 and 94 state regards the parole evidence rule. It describes when the terms of a contract or agreement are decreased to a document, it can be said that the court will not consider other evidence to prove the document’s term. In addition, section 94 describes that no oral statement or agreement between the parties to the contract shall be accepted as evidence of subtracting, adding, altering or contradicting the conditions where the document itself proves (Singapore Statute Online, 2022).
This rule is applied when there is a contract and that contract is reduced to a document. In EC Investment Holding Pte Ltd V Ridout Residence Pte Ltd and other and another appeal [2012] 1 SLR 32, the court held that evidence could be examined which is other than the written document in order to identify the actual nature of the transaction. In TKM (Singapore) Pte Ltd V. Export Credit Insurance Corp of Singapore Lt [1992] 2 SLR® 858, it was held by the High Court of Singapore that the court can check whether a document was a shame, for example did the parties act as per the ostensible purpose of the document, and did the document intend to form the valid relationship?
Conclusion: There was no contract made between Taylor and Lorraine
Application: There are some exceptions to the rule of parole evidence that allow parties to fulfil certain purposes that are different from the content of the contract. In the given scenario, the contract highlights the settlement in respect of 3 months rotation. Therefore, Taylor can use these sentences to present in court that the company has promised her that she will be provided with the opportunity to mingle with executives from other firms and go to trade shows. Furthermore, Taylor contracted because the company had promised to provide various opportunities in the oral promise and because of the untrue statement she was prompted to enter into the contract. This fact can be proved by oral evidence (Cuniberti, 2016).
Conclusion: Under the parole evidence rule, forms of oral negotiation may be part of the agreement in certain circumstances such as misrepresentation, and also identifying the true nature of the transaction and the direct purpose of the document.
d) Issue: Can Taylor Design Sell the DesignYou?
Rule: As per common law, if an employee works beyond the employment contract, the employer can take action against the employee and this is also grounds for dismissal. An employee can take on another job unless there are:
Conflict of interest with the present employment (Daily Cleaning Service Pty Ltd v Pavlovic. 34 AILR 359).
Restrictions in their present contract of employment from taking on other kinds of work. Ministry of (Manpower, 2022).
An employee seeking a second job must be a citizen of Singapore and company policy does not prohibit working for other corporations.
Application: Taylor may sell the design to DesignYou if company policy does not prevent her from doing so and if she is a citizen of Singapore. Also, if company policy does not prevent the employee from doing so, Uplt could not claim a reason for selling the design to another company. However, if company policy clearly outlines that the employees cannot work for another company, legal problems may arise against the teller by the company. Further, the given scenario does not mention that Uplt prevents the employee from working in any other company nor does it mention that she cannot work for any company other than Uplt. Hence, it can be assumed that she may sell the design to DesignYou. However, conflicts of interest may arise with present employment (Dayani, 2022).
Conclusion: Taylor may sell the design to DesignYou unless there is a conflict of interest with present employment and their current employment contract does not prohibit other types of work.
References
Blitz, M. J. (2018). Lies, line drawing, and deep fake news. Okla. L. Rev., 71, 59.
Cuniberti, G. (2016). The laws of Asian international business transactions. Wash. Int’l LJ, 25(1), 35.
Dayani, D. (2022). How To Engineer A Safe Return To The Office For Your People | DollarsAndSense Business. DollarsAndSense Business. Retrieved 8 March 2022, from https://dollarsandsense.sg/business/how-to-engineer-a-safe-return-to-the-office-for-your-people/.
Fandl, K. J. (2016). Cross-Border Commercial Contracts and Consideration. Berkeley J. Int’l L., 34, 1.
Fernández-Martínez, C., & Fernández, A. (2020). AI and recruiting software: Ethical and legal implications. Paladyn, Journal of Behavioral Robotics, 11(1), 199-216. https://doi.org/10.1515/pjbr-2020-0030
Giancaspro, M. (2017). Is a ‘smart contract’really a smart idea? Insights from a legal perspective. Computer law & security review, 33(6), 825-835.
KOH, Z. J. (2021). Form or substance? Excluding liability for misrepresentation. Singapore Law Journal (Lexicon), 1(1), 68-88.
Lauslahti, K., Mattila, J., Hukkinen, T., & Seppälä, T. (2018). Expanding the platform: smart contracts as boundary resources. In Collaborative Value Co-creation in the Platform Economy (pp. 65-90). https://doi.org/10.1007/978-981-10-8956-5_4
Ministry of Manpower. (2022). Guide on second job arrangements for employees with reduced work hours in response to COVID-19. Ministry of Manpower. Retrieved 8 March 2022, from https://www.mom.gov.sg/covid-19/second-job-arrangements.
Mok, K. H., & Jiang, J. (2017). Massification of higher education: Challenges for admissions and graduate employment in China. In Managing international connectivity, diversity of learning and changing labour markets (pp. 219-243).
Raskin, M. (2016). The law and legality of smart contracts. Geo. L. Tech. Rev., 1, 305.
Singapore Statute Online. (2022). Evidence Act 1893 – Singapore Statutes Online. Sso.agc.gov.sg. Retrieved 8 March 2022, from https://sso.agc.gov.sg/Act/EA1893.
Šírová, L. (2016). Misrepresentation under English Contract Law and Its Comparison to Slovak Contract Law. International and Comparative Law Review, 16(2), 197-208. DOI: 10.1515/iclr-2016-0024.
Stypinska, J., & Turek, K. (2017). Hard and soft age discrimination: the dual nature of workplace discrimination. European Journal of Ageing, 14(1), 49-61. Doi: 10.1007/s10433-016-0407-y
Taylor, A. (2015). A Comparative Analysis of US and English Contract Law-Interpretation and Implied terms. Int’l. In-House Counsel J., 9(33), 1.
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