CLARIFICATIONS – COURSEWORK 2

GROUP: LWH08A
DATE: 7 DISEMBER 2020 (TUESDAY); 8.00 A.M. – 10.00 A.M.

No. Questions Clarifications from Sir

1. What's the applicable law in A very important question.

the hosting and sponsorship But since this is Coursework 2,
contract that SYAMM and the level of difficulty is
signed? supposed to increase, thus
challenging your grey cells even
more, … …. … You examine the
contract and find that there is
‘No Choice of Law Clause’.

2. Are both ACM and AMF The facts from Coursework One
considered as the legal can be referred to for the
owners of WOWOFUTO? purpose of Coursework Two.
Because they’re an
international sports AMF is the governing body.
governing body?
ACM is the Main Sponsor.
Because as owners, they
will influence both where
and how the events are
hosted, including the
quantity and quality of the
venues.

So I want to be able to
differentiate the roles of
these two bodies.

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3. When is the signing date? 2 May 2020, 1100, at Concord
Hotel, Shah Alam.
4. Is there a dispute resolution There is a dispute resolution
clause? clause. The contract
incorporates the Model AIAC
Arbitration clause, in Clause
101 of the contract.

5. Does the contract involve The contract is between the

only SYAMM and both the named parties, AMF and
gold sponsor (ACM) and Syamm.
silver sponsors? Is there any
other parties included?

6. Clause 24 indicated that a The blank space in the contract

sum has been paid to for the Sum to be Paid in
SYAMM, may I know the Advance has been left blank.
exact amount of the sum However, SYAMM confirms that
being paid ? USD13 million has been paid
into its bank account.

7. Is there any contract signed The sponsorship agreements are

by AMF and ACM and/or between AMF and the individual
AMF and other silver sponsors. SYAMM is not a party
sponsors? to these contracts.

8. When was the email sent by “… earlier this morning …” -

the Chairman of AMF to Make an inference from that,
HOYUSU? based on the date of the email
your client sent you.

9. Can we know what is the It represents a portion of the

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 payment of USD 13 million sponsorship money, which has
is for? been given for hosting the event.

10. The hosting agreement is a AMF has separate sponsorship

separate and distinct contracts with Gold and Silver
agreement from the sponsors.
sponsorship agreements?
SYAMM is not a party to these
contracts.

11. Is there any reserved clause SYAMM is not a party to the

where the sponsors may sponsorship contracts and thus
withdraw from the event or does not have access to the
renegotiate their terms? Like details of those contracts.
force majeure clause. #drevillaugh

12. But as the host of the event, Err…have you read your client’s
is there any agreement email ???
signed between AMF and
Syamm? Although mentioned in
The earlier coursework 1 Coursework One, only now have
you been given a glimpse of the
terms of this contract.

13. Is there a clause in the You do not have access to these

sponsorship contract that contracts.
says the sponsors can get
their money back? But if you were lawyers acting
for these sponsors or AMF, what
would you have done?
14. Is there a force majeure Clause 39 - Should any force
clause between SYAMM and majeure disrupts the event,

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 AMF? (Now excluding the AMF shall have the right of
sponsors) withdrawing from the event
without any legal penalty. AMF
shall also be entitled to any
Sums paid to SYAMM.

15. Is there any clause that SYAMM is a business, not a

allow any possibility for consumer.
SYAMM to amend the
contract? Since the clauses In business, when you make the
are biased and siding more bed, you lie in it.
towards AMF
It is called bargaining position !!!

Any wish to amend the contract

is based on … … …FANTASY !!!

16. Did the sponsors actually There is no information of this

lose any monetary amounts, as the sponsors are not under
such as profits? an obligation to disclose any of
that information to you.
Because from my
understanding, the event is As to what is the loss, you
still going as planned and should be able to make an
visitors are still coming as inference based on the available
usual, just without the facts. This is something for
'seamless experience'. So the lawyers representing SYAMM.
sponsors aren't really losing
anything here.
17. In consideration of the Please read your client’s email.
rights granted to the Host by
AMF under this Agreement,

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 is there any clause which
state the host’s
undertakings, obligations
and responsibilities?

18. When SYAMM assured AMF HOYOSU:

that everything was under
control, did AMF take any
precautions and inquire
about the possibilities that
things may not go as
planned?
Or did AMF just simply rely
on whatever SYAMM decides
to do?
I spoke with the President of
AMF when the trouble arose
with LBOJ, a day after the
HACKERTHON.
I re-assured him that we had
everything under control.

19. Is there any clause in the There is no elaboration on what

contract that portrays what is breach of contract.
"breach of the contract" as
stated in clause 17 and 24 You are not incorrect with your
refers to? observations.

Is it when the tournament is

cancelled due to the system
cannot be functioning or
simply because there is lack
seamless access for all
persons. Because although
they breach clauses 3 and 4
as there is lack of seamless
access, but the tournament

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 is still ongoing with the
hybrid system.

20. How long before the event Please see what HOYOSU said
that HOYUSU told AMF above. He has declined to
about the problem and elaborate any further.
assurance of it to AMF? Or
the exact date before the
tournament.

21. Clause 17 stated that No.

SYAMM is responsible for a
failure of third party services This is what you call an
used to maintain the travel indemnity clause. Rather
bubble. Assuming this is common in many contracts
LBOJ, did LBOJ sign any these days.
agreement jointly with
SYAMM and AMF?

Because this clause kind of

shows ambiguous allocation
of liability.

22. Did we know how long did Of course AMF is not going to
AMF takes to bring the tell you this !
matter to ACM?

23. Since SYAMM received USD SYAMM received this Sum a

13 million, when was the week after the contract with
payment received? And is AMF was signed.
this the grand total?
SYAMM has not received any
If it is not the grand total,

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 did SYAMM receive any further sums.
payment after that?

24. Is there any existence of Clause 27 - Any sums earned

financial provisions? from the commercialisation of
Because it’s not clear in the the aforementioned event,
letter. whether through digital or
analogue mediums, or through
Like who shall be entitled to the exploitation of any
receive and retain all income intellectual property relating to
deriving from its exploitation the event, shall be shared
of the Commercial Rights? equally between AMF and
SYAMM.
Is SYAMM only entitled to
receive and retain all income
deriving from its exploitation
of the Host Commercial
Rights only?

25. Is there a limitation of Unfortunately not.

liability? To see maximum
aggregate liability.

Like Agreement shall not

exceed the amount of the
hosting fee (if any)?
26. Since there is a promise for On the tournament website
SYAMM to provide a maintained by AMF:
seamless experience to all
persons at the tournament. Visitors to the tournament shall
Is there any promise being follow the health and safety
made/known to all persons standard operating protocols in
that came to the tournament

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 that the experience will be place.
seamless as well?

27. Did AMF ever exercise their Really.

right under clause 24?
It is very difficult to establish
Seems that they have waived waiver from available evidence.
their right to be indemnified
if they did not do anything Please review the decisions!
in pursuant to clause 24.
Read my lips: Evidence is
crucial.

No express evidence that they

have done this.

28. (none) Hint by Sir:

Since there was no choice of

law clause, you have to
determine the applicable law
based on what is most closely
connected law to the
contract.
29. Regarding the complaints No such clause.
about these ‘manual’ follow
ups made their way onto Nice try.
social media.
This raises a separate issue
Is there a clause or anything though.
that prevents this? Like

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 confidentiality clause? *wink wink*

30. Where is AMF based in? Not Mr. Google has the answer:
Malaysia for sure.
https://en.wikipedia.org
/wiki/Asociación_Mundial_
de_Futsal_(AMF)

31. Is there any way where If you were a dictator with intent
SYAMM can do to get to the on suppressing free speech, I
complaints at social media am sure you can get the MCMC
in order to clean the name of to do something !
the tournament.

32. Does the error of the system This is a legal question to be

like failure to recognise answered by the lawyers
certain ethnic backgrounds representing SYAMM. But you
due to their skin and hair are on the right track.
colour / style amounting to
AI discrimination? If that’s
the case, can that be a
ground for AMF to sue as
well.

33. In the event where all the I shall not be disclosing any
sponsors terminate their further contract clauses at this
contract with AMF and time.
further demand their money
from AMF, will it invoke You will have to make your
Clause 40 or is there any evaluation based on the
clause that provides for available facts and evidence.
this?

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 34. Are the parties aware of the That of course, is a valid
possibility that technologies question to raise in your
can be in error sometimes evaluation of the available facts
and to rely solely on the and/or evidence.
system may not be a good
choice? Or else they won't
incorporate Clause 4 in the
agreement.

35. When was the date where They are of course not going to
AMF relayed the information tell you.
to ACM about LBOJ's
problems? But a good question to ask,
because there are some
potential legal consequences.

36. Is there any cost SYAMM Of course. But let us leave that
and LBOJ has incurred for Hons8B.
when they teamed up to
allocate human persons to
do the manual follow up?

GROUP: LWH08B
DATE: 7 DECEMBER 2020 (TUESDAY); 1400-1600

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No. Questions Clarification

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1. Continuing from number 36 Of course, but SYAMM is keeping
from class A. Thus, is there any mum about it at this moment in
cost SYAMM and LBOJ has time. That is part of its separate
incurred when they teamed up arrangements with LBOJ
to allocate human persons to do
the manual follow up
2. What is the basis of the legal The breach of clause 38
action against Syamm ?
Breach of contract to provide
travel bubble and to provide
seamless access
3. Other sponsors have demanded The only thing you know with
their money back from AMF. In respect to the payment is what has
your clarification from group been paid to SYAMM.
8A, you said that the amount of
USD13 million credited to AMF will of course not reveal how
SYAMM represents a portion of much their own costs are and how
sponsorship money. From the much of the sponsorship money
amount of USD13 m, is it within will remain after the event
the knowledge of SYAMM as to
how much 'portion' is the
sponsorship money and how
much is AMF money to host the
event?
4. The clauses extracted from the The extracted clauses you see in
hosting and sponsorship Coursework 2 are from the hosting
contract that SYAMM signed are / sponsorship contract between
clauses from the contract SYAMM and AMF.
between SYAMM and AMF only
right? Not the gold and silver
sponsors? Does this refer to the
contract in earlier coursework?
5. In relation to breaching to There is no express definition of

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 provide seamless access. What ‘seamless’ in the contract
is defined as seamless access
could be argued as ambiguous ?
Since what is considered
seamless by one party would
not be the same for the other
party
6. In the clarification on 8a, Please refer to the facts and
hoyosu spoke with the president evidence from Coursework One,
of amf a day after the which can be used for this
hackerton. Can we know the assignment as well.
exact date of the incident?
7. I would say they're going on the There is always a temptation to
basis of good faith. But from my use nebulous concepts such as
brief research, malaysia does ‘good faith’. From an evidential
not recognize the concept this perspective, this would not be an
concept of good faith easy thing for the plaintiff to
establish. Probably not the
strategy that will be adopted by
AMF.

By the way, is there a choice of law

clause in favour of Malaysia ???

8. Based on Clause 24 does AMF You have just discovered a clause

have the exclusive right in heavily weighted in favour of AMF.
determining the breach of As to whether SYAMM has any
contract and thus deducting the recourse / protection, that is a
sum? Is there any protection for legal issue to be decided on by
Syamm should the clause be lawyers advising SYAMM.
abused by AMF?
9. Does Hoyusu have the Just what is published on the
knowledge of who AMF sponsors

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 are prior to the email/event? website for the games.
10. Are there any new Anonymous is now probably more
lead/information on the accurately described as ‘silent’
allegation by anonymous that
the problem faced by lboj is all
“wayang”
11. The dispute resolution clause is I hope you are not telling your
the model AIAC Arbitration client this waffle. There are
clause. In respect to absence of enough facts for you to give a
choice of law clause, the arbitral definitive answer on the applicable
tribunal shall apply the rules of law, in the absence of an express
law which it determines to be choice of law clause
appropriate
12. When does syamm tell amf Please read the clarifications
about the major problem?
13. In the letter it states that they Hybrid means using a composite
opt to a hybrid system and it of both technology and manual
caused a lot of false positive. So human checking.
what is the difference between
the original system and the
hybrid system
14. Are there two sponsorship There is only one contract that
contracts? 1 with AMF and 1 SYAMM has with AMF
with the silver sponsors which The sponsors are separately
SYAMM is not privy to? contracting with AMF. SYAMM is
not a party to these contracts.

Please read the clarifications.

15. Is it for example like the place That is a legal question for lawyers
where the contract is signed etc. advising SYAMM to determine.
?
16. Since the silver sponsors are Details like that are in the contract

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 between amf and not syamm, is between AMF and the sponsors.
there any clause that stated They will of course not reveal any
that in the event the details like that to you.
sponsorship would back out #bornyesterday
then any damages will be
suffered on syaam?
17. So does the false positive is The false positives are caused by
caused by the machine or the machines.
human error (racism)
The follow up then has to be done
manually.

18. As a confirmation, the Yes

sponsorship agreements
between AMF and the individual
sponsors include both the gold
and silver sponsors sir?
19. Is there any clause binding No such clause exists in the
Syamm to act in helping AMF to contract.
repair the damage done by
Syamm? What you see in the email and
clarifications are the main
obligations.

20. Is it possible to raise the issue why

on privity of contract on the You are now dealing with a breach
sponsorship agreements? of contract between SYAMM and
AMF
You are right though in that third
parties have an important
implication in the AMF-SYAMM
contract.
21. You reserved the answer to this HOYOSU is clearly irritated that

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 question from class 8A “Is there you keep on pressing for
any cost SYAMM and LBOJ has information on this. He finally
incurred when they teamed up explains that he gave his word to
to allocate human persons to do LBOJ that their arrangements for
the manual follow up?” So what the event in the light of the
is the amount paid up by problems, would remain
syamm and lboj in paying the confidential.
extra man-work for the follow
up? #this is code for I am not giving
this detail because the question is
then made more challenging#

22. Meaning there's no clause in the There is no such express

agreement between syaam and protection for SYAMM.
amf that indicate in the event
that the sponsorship wishes to I suggest you read the email and
cancel the sponsor, syaam has the clarifications again.
will not be liable to it?
23. Considering ACM has You are sort of on the right track.
threatened to pull out of future
events as a result of the The issue is thrid party rights and
debacle, and AMF wishes to sue implications in the SYAMM-AMF
SYAMM, i was thinking maybe contract.
we could raise that SYAMM was
not privy to the sponsorship But the answer is in that SYAMM-
AMF contract too.
agreement. So in a sense, to
reduce liability perhaps ? The issue is NOT reduction of
SYAMM’s liability. #hint

24. About the 'manual' follow ups, All SYAMM staff involved in the
SYAMM took responsibility for management of the bubble have
conducting spot swab tests. been recruited from the medical

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 Does it mean that they call services of their other resorts.
certified medical personnels to
conduct it or they handle it
alone? Sorry, just to determine
if syamm comply with the
health procedure.
25. Is there any indemnity clause Please read the email
that requires one party to
compensate the other in case of
breach in the contract?
26. If we think that there is enough Your duty as legal counsel is to
evidence to say that our client give objective advice to your client.
did actually breach the contract.
Is it ok to state that in our letter Ie. the advice which your client
to show to our client the NEEDS to hear, as opposed to
weakness of the case ? what the client wants to hear.

Do not look at your client’s case

through rose tinted glasses.

27. Clauses 17 and 40 state that That is a legal question for

SYAMM shall indemnify AMF. SYAMM’s lawyers.
Is it possible for SYAMM to ask
LBOJ to indemnify instead? Plus, you may be an overt optimist
by thinking you can do this.

28. Is it possible to advise our client How so ?

to get another party involved if
could treat the defects in Reply : Because the email from
LBOJ's machines AMF says repair the damage that
you have done. Thus, it does not
indicate they would want to
terminate the contract. We could

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 advise our client to do something
to find a way to curb the current
problem
29. How many people attended the Attendances so far:
event? And how many suffer
from the non-seamless-ness in 7/12 - 15,567
and out transfer?
8/12 - 13,843

30. In The email by AMF, they You should ask AMF !

stated that SYAAM should
repair the damages that they've
done. May I know what they
mean by "repair"?
31. Considering that there is a no Although the tribunal decides this
choice of law clause, are we point, the parties to the litigation
letting the arbitral tribunal must still make submissions
decide the applicable law or can before the tribunal as to what is
we suggest the favourable law to the applicable law.
SYAMM?
The tribunal does not make a
decision like this in a vacuum.
You will need to do a little forum
shopping. Different laws
advantage or disadvantage certain
parties.

32. Would that mean we could There’s a phrase for this:

suggest the law that benefits
both parties sir? Born yesterday. #fuzzysaint
The contracting parties will choose
the regimes which will enhance

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 their case

33. ACM has accused AMF of Frankly, I am not sure how a mere
fraudulently trying to cover up denial will help things.
for SYAMM. Could we write a
letter to ACM explaining the ‘… Saya sumpah … etc …’
situation trying to clean AMF's
name ?
34. What about a public apology on Hmmm … this might be good. But
social media for those who by the time you write the letter,
suffered ? the event will be over.
35. Does AMF employ a PR team to You will have to ask AMF.
tackle the social media matter
36. As of now, has anyone involved As of today, right now, not yet.
in the tournament contacted the
covid? But then again, you never know
when an infection will show up.

#drevillaughter

37. Instead of AMF team should we “star”

advise SYAMM to employ their
own PR team to tackle the social
media matter from becoming
worse and try to cool down the
situation for now
38. Since there is no exclusivity The tournament is already up and
clause in between AMF and running. How will a secondary
Syamm in the sponsorship host help?
agreement, can we suggest to
Syamm to allow AMF to look for
a secondary host in order to
mitigate possible loss that AMF

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 might face if the situation
continues?
39. Should we discuss on the Noice.
validity of clause 40(exclusion
clause) as it may breach s29 of Someone has been reading the
contract act(exclusion clauses Lawrence case.
will continue to be upheld by
the courts so long as they do Damn it. Should have kept my
not constitute an absolute mouth shut.
restriction to absolve a party
from any liability or any form of
damages)
40. Clause 4 states , You are That is a legal issue to be
expected to have the equipment answered by SYAMM’s lawyers.
and personnel in place to
maintain a seamless transfer of
persons in and out of the
tournament bubble. Hence,
placing human persons to follow
up immediately on false
positives would not be a breach.
Since a personnel is allowed by
virtue of clause 4 to maintain
the seamless transfer
41. Clause 40 states -You warrant I think AMF has a trick up its
that AMF shall be held sleeve for that. Something in
blameless for any event or equity ... ... ...
omission arising from the
aforementioned event, and shall
indemnify AFM for any breach
of this contract which is the
subject of any suit, proceeding,
action or claim, from third

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parties to this contract. Instead
of AMF it indemnifies AFM.
Should we construe it as
technical error or defect in the
clause

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