While Waiting…….

Some Past Student Feedback:

Numerous real-life cases and content allows us to see the real world
application of business law, which makes for a much more holistic learning
experience.
Promotes critical thinking.
It is extremely relevant and eye-opening. It is also very structured as it
involves applying legal principles to given facts - as a structured learner, I
enjoyed the module.
Enriching and fun.
It taught me a lot about how one has to safeguard himself in the competitive
world of business. It widened my horizons as well.
Opens up a whole new aspect of businesses and trains your brain to think
from different angles. It takes some time to understand the subject and you
also feel lost at the beginning. But the once you read the book, everything
seems easier.
1
Interesting, very relevant and useful
INTRODUCTION TO LEGAL
ENVIRONMENT OF BUSINESS
SEMINAR 1

Source: Freepik.com
INTRODUCTION TO LAW

 (1) Law is essentially a set of

rules.
 (2) Why do you need laws?
 (3) Is there a connection
between law and business?
 (4) If so – why not just leave it
to lawyers? Why should the
business know about the law?
3
Source: Microsoft Clipart
SOME SURVEY FINDINGS:

➢ A SURVEY BY GEORGE SIEDEL FOUND THAT 902 SENIOR MANAGERS,

ATTENDING EXECUTIVE PROGRAMS AT THE UNIVERSITY OF
MICHIGAN, INDICATED LAW RELATED TOPICS 3RD IN VALUE TO THEM.

➢ A HARVARD BUSINESS REVIEW SURVEY CONCLUDED THAT “MOST

CHIEF EXECUTIVE OFFICERS SPEND BETWEEN 5 TO 25% OF THEIR
TIME ON LEGAL PROBLEMS”

4
LAW AND ETHICS

 What is ethics?
 (1) Usually, something which is illegal is also unethical; eg:
 (2) But at times, something which is legal, can be unethical; eg:
 (3) Further, something which is illegal can ethical; eg:
 (4) Note: the focus of this course will mainly be on law,
as ethics will be covered in many other business courses.

Source: freepik.com
WHY ETHICS IS ALWAYS IMPORTANT?

 Many legal principles are based on ethical considerations.

➢ Thus, though a business may not remember the details of the
law, if the business’s ethical compass is set in the right
direction, the chances of running afoul of the law are less.
 If a business does what is not ethically right (though it may be
legally right), that can have consequences on the business (eg:
affect the reputation of the business).
➢ Eg: a US MNC outsourcing manufacturing to a Chinese
manufacturer who flouts labour laws in China – could affect
that MNC’s sales – and hence the MNC may be forced to
change its legal, but unethical practices (see eg: Nike in next 6

slide).
Source: https://www.theguardian.com/environment/green-living-blog/2012/jul/06/activism-nike

7
SOURCES OF LAW

 Essentially, there are two sources of law:

 (1) Statutes/Acts/Legislation

 (2) Cases

8
STATUTES/ACTS/LEGISLATION

 (1) Statutes are made by Parliament.

 (2) New statutes can be added, and old
statutes can be amended or even
repealed by Parliament - over time.
 (3) You can access statutes
at: http://sso.agc.gov.sg/
9
10
CASES

 (1) Cases are made by judges

 (2) Note: general doctrine of
precedent
➢ ie: once a case is decided by a
court, future courts which are
lower down in the
court system, have to follow
the earlier case, if
the facts/circumstances are similar.
➢ Why is there such a doctrine?
 (3) Note: case law, just like statute
law can grow/change over time.
 (4) You can access cases Source: Freepik.com
at: lawnet.com.sg 11
Once a case is decided, it does not just bind the
immediate parties to the dispute; it may also set
a precedent for future cases which are similar in nature

12
 Mid-Level Court – (2021)
- Assume first such case where it was held that a
doctor could be liable in negligence.
 Lowest-Level Court – (2022)
- (1) Another doctor is being sued in negligence in
the lowest-level court; is the Lowest level court
bound by the Mid-Level (2021) court decision?
 (2) What if that doctor appeals all the way to the
Highest-level court – is the Highest-level court -
bound by the Mid-Level (2021) court decision?
 Lowest-Level Court – (2023)
- (3) Lawyer being sued in negligence – is the
Lowest-level court bound by the ‘doctor’ cases
above?

13
 STATUTES AND CASES

 (1) Thus in essence, the "legal solution" to any problem involves looking at the
relevant statutes and/or cases.
 (2) Some businesses may look at some statutes/cases (eg: an accountant may look
at the Income Tax Act and related cases), but by and large, a typical business would
not look at actual statues/cases. Instead, most businesses will get the law from:
Statute Law Case Law
US Yes Yes
China Yes No
India Yes Yes
Indonesia Yes No
Thailand Yes No
Vietnam Yes No 14

South Korea Yes No

CRIMINAL AND CIVIL PROCEEDINGS

 Proceedings heard in court may be “criminal” or “civil”

in nature.

 (1) What are some examples of criminal matters?

 (2) When will the doing of something amount to a crime?

 Issues that affect the private rights and obligations of two

parties is civil matter.
 (3) What are some examples of civil matters?
15
 Though you can "guess" something is a
crime if it is against
public interest/safety/unethical - to really
see if it is a crime – need to look at
the statutes. For something to be a crime –
there must be a statute which states
so. to

16

Source: https://sso.agc.gov.sg
 SOME DIFFERENCES (GENERALLY SPEAKING)
BETWEEN CRIMINAL AND CIVIL PROCEEDINGS
Criminal Civil

(1) Parties Public Prosecutor v Claimant v Defendant

Defendant

(2) Aim (ie: why does the law have such

proceedings?)

(3) Terminology (ie: if you are

reading an article in the news about a court
proceeding – what could be some words in
the article which will give you a clue that it is
a criminal or civil case)

(4) Burden of Proof (ie whoever

brings a case would have to prove that the
17
alleged facts did occur. But in which type of
case, must the court be more satisfied/sure
that the alleged facts really did occur)
CRIMINAL AND CIVIL PROCEEDINGS:
OTHER MATTERS

 While some facts may give rise to

purely civil proceedings and some facts
may give rise to purely criminal
proceedings, some facts may give rise
to both civil and criminal proceedings.
 What are some examples?
18
Who does the fine go to?

19
CRIMINAL AND CIVIL PROCEEDINGS: OTHER
MATTERS

 (1) If the facts give rise to both a civil and criminal

action – generally both actions are not heard at
the same time/by the same judge. Why is this so?
 (2) A business may be concerned with civil and/or
criminal proceedings (eg: workplace safety breaches
– see next slide); but the focus of this course will
largely be on civil matters, as the former is more
common in the business context.

20
A business could also be concerned with
criminal matters

21
INTERNATIONAL COMPARISONS

Criminal Action Civil Action

US Yes Yes

China Yes Yes

India Yes Yes

Indonesia Yes Yes

Thailand Yes Yes

Vietnam Yes Yes

South Korea Yes Yes 22

CIVIL DISPUTE RESOLUTION

 (1) If there is a legal wrong, would a business definitely want to

resolve it through the avenues provided for seeking redress? If
not – why not?
 (2) If a business wants to resolve a legal dispute, and
negotiation does not work, there are some avenues open for
seeking redress such as:
➢ Litigation
➢ Arbitration
➢ Mediation
➢ Small Claims Tribunal 23
 CIVIL LITIGATION

 Courts in Singapore:
 (a) State Courts (lowest level courts)
 (b) Supreme Court (made up on High
Courts and Court of Appeal)

 Litigation may be costly, time consuming,

prove to be hassle, destroy relationships, affect reputation
and be less internationally enforceable.

 Note: you need not get the consent of the

other party to go for litigation.

24
LITIGATION - COSTS

 If you win a court case, would the losing party pay some, all or none of your legal fees?
 Example: suing for pen which is not working:
 Cost of Pen: $10
 Court Fees: $500 Source: The Straits Times

 Lawyer’s Fees: $2000

 What you may get:

 Cost of Pen: $10
 Court Fees: $500
 Lawyer’s Fees: $1000
 Net Loss: $1000
25
ARBITRATION

 Arbitration can be conducted can be conducted in various venues,

including at the Singapore International Arbitration Centre.

 Advantages of arbitration at SIAC:

- It is usually faster
- It can be more informal
- There is privacy
- Arbitrator can be someone with industry experience
- Arbitration awards are more internationally enforceable.

 You need to get the consent of the other party to go for arbitration.
This can be obtained before the problem arises (ie a provision in the
contract to that effect – eg: see next slide) or after the problem 26
arises, though the latter is not common.
MODEL ARBITRATION CLAUSE

 Any dispute arising out of or in connection with this

contract, including any question regarding its existence,
validity or termination, shall be referred to and finally
resolved by arbitration at the Singapore International
Arbitration Centre in accordance with the Arbitration Rules
of the Centre ("SIAC Rules") for the time being in force.

27
Why
do you think
arbitration
awards are
more
internationally
enforceable
compared to
court judgments?
28
 MEDIATION
 Mediation can be conducted at many avenues including at the Singapore Mediation Centre.

 Mediation is negotiation with the help of a trained mediator.

 Advantages of mediation at SMC:
- It is much cheaper
- It is much faster
- It is very informal
- There is privacy
- It attempts to create a win-win situation
- The mediator may have industry experience
Source: freepik.com
- More creative solutions may be explored

 But note: process of mediation is totally different from litigation/arbitration, ie: there is no judgment.

 Generally, you need the consent of the other party to go for mediation.

29
 Note: Another common venue for mediation is the Centre for Dispute Resolution – which offers
mediation as a prelude to litigation.
 ANOTHER AVENUE FOR MEDIATION: CENTRE
FOR DISPUTE RESOLUTION – AT STATE
COURTS

Source: Straits Times

30
INTERNATIONAL COMPARISONS

Litigation Arbitration Mediation

US Yes Yes Yes

China Yes Yes Yes

India Yes Yes Yes

Indonesia Yes Yes Yes

Thailand Yes Yes Yes

Vietnam Yes Yes Yes 31

THE SMALL CLAIMS TRIBUNAL

 The Small Claims Tribunal hears small claims (ie $20,000

or less). However, if both parties agree in writing, claims up to
$30,000 can be heard.
 However, not all types of small claims can be heard at the
Small Claims Tribunal.
 The most common type of claim that can be heard: disputes
relating to the sale of goods or services.
 A business can use the Small Claims Tribunal to bring a claim
against another business.
 No lawyers are involved in the Small Claims Tribunal, and you
do not need the consent of the other party to initiate
proceedings. 32
 READINGS
 RC Chapter 1 “Introduction to Business law in Singapore” (6th
Edition) including portion on “Obtaining Legal Advice”.
 But note the following topic is not in the syllabus, though you
may wish to read it for your own knowledge:
➢ Appointment of Receiver (pg 20).
 Note also: while a digital book may be purchased, due to some
issues in the past (including blatant copyright breaches), for
the final open-book exam - only the physical book (and
personal hardcopy notes) that are not in breach of
copyright will be allowed. The final exam will be secure/block
internet.
33

Source: Freepix.com
COURSE RELATED MATTERS:

CANVAS: Files;
Announcement;
Quizzes.

34
COURSE RELATED MATTERS: ASSESSMENT
 (1) Group Assignment 1 (20%) - Each group will do 1 take home assignment
which will involve answering one whole tutorial. Groups can volunteer starting,
week 4. Usually, 1 or 2 groups per week.
 Free-riders should be reported to the lecturer. No presentations. Answers to be in
the form of power point slides. For each question, maximum 3 slides excluding
question slide if needed. If needed, can have 1 extra slide for names of group
members and 1 extra slide for appendix – but not necessary. Power point slides (in
ppt. not pdf.; minimum font size - 12) to be submitted via email by 5pm - the day
before the class.

 (2) Group Assignment 2 (10%) - Search the internet and come up with one
example of an event (eg: news article/forum post; better not to be a decided court
case – as the answer may already be there) giving rise to legal issues anywhere in
the world and apply Singapore law as covered in the course.
 Free-riders should be reported to the lecturer. No presentations. Answers to be in
the form of power point slides. Maximum 4 slides per group, with hyperlinks to the
articles/posts. Power point slides (in ppt. not pdf.; minimum font size - 12) to be
submitted via email by 5pm on the last Friday of Week 13. If needed, can have 1
extra slide for names of group members and 1 extra slide for appendix – but not
necessary. 35
 COURSE RELATED MATTERS:
ASSESSMENT
 All group assignments will be vetted for
ChatGPT/AI plagiarism, using Turnitin. Groups
caught will get a zero for the assignment and
may even fail the whole module.
 Class Participation: 20%
 Final Exam: 50% (20% MCQ; 30% Short Essay
Questions)
36
CLASS PARTICIPATION RUBRICS

0 Does not participate or

contribute in any meaningful
way.

0 – Minimal participation.
0.5

0.6- Participation has a bit more

1 value.

1.1- Significant participation with

2 good value.
37
Source: Freepix.com
 COURSE SCHEDULE

 Week 1: Introduction
 Week 2: Introduction/Business Organisations + Mediation Demonstration
 Week 3: Business Organisations + Tutorial 1
 Week 4: Contract Essentials (Contract Variation by Video) + Tutorial 2
 Week 5: Contract Terms (Implied Terms by Video) + Tutorial 3
 Week 6: Factors Affecting Contracts (Parties to Contract by Video) + Tutorial 4
 Recess
 Week 7: Contract Termination + Tutorial 5
 Week 8: Suing for Breach of Contract + Tutorial 6 + (Contract Drafting by Video)
 Week 9:Tutorial 7 + Contracting Drafting Exercise
 Week 10: Sale of Goods
 Week 11: Tort Law + Tutorial 8
 Week 12:Tutorial 9 + Wrap Up Game + one Past Year Paper Practice + Exam Briefing
38
 Week 13: Group Assignment 2 Due.
 SOME METHODS OF ENFORCING CIVIL
JUDGMENTS

 What happens if a dispute is resolved – but the debtor does not

pay? Typically, non-payment of a debt/court judgment – is not
a crime.

 However, the law gives the creditor several avenues to try to

enforce payment, such as the following:

 (a) BANKRUPTCY
 (b) ORDER FOR SEIZURE AND SALE
 (c) GARSHINEE ORDER (typically a court order to get access
to monies in debtor’s bank account)

 It is possible that despite the use of one or more of such methods,

the creditor is unable to recover all that is owed.
39
➢ When should a business be thinking about such issues – before or
after suing?
Though the law provides various means for the creditor to extract payment from the debtor,
40
none of these are foolproof.Thus, the creditor should try to reduce such risks before
entering into a transaction with the debtor, such as by imposing credit limits, etc
 BANKRUPTCY
 (1) Bankruptcy is the inability of an individual to pay debts. For
companies, there is a somewhat similar concept, but it is known as
Liquidation/Winding Up.
 (2) The minimum amount that needs to be owing before Bankruptcy
can be initiated is 15K.
 (3) When a person is made a bankrupt the public trustee or in some
cases an accountant would step in to gather the assets of the
bankrupt and distribute them to the creditors.
 (4) Note: some things like HDB houses, CPF savings and basic
necessities generally cannot be seized.
 (5) Note also: a Bankruptcy may be discharged even before
full repayment.

41

Source: freepik.com
 ORDER FOR SEIZURE AND SALE

▪ (1) An Order for Seizure and Sale is a

court order to seize assets belonging
to the debtor.
▪ (2) It is narrower than Bankruptcy -
➢ Eg: it does not extend to future
assets or monies in the bank account.
▪ (3)Why would someone go for
something that yields less, instead of
bankruptcy?

42

Source: freepik.com
CHOOSING BETWEEN THE DIFFERENT OPTIONS

 Debt: $20,000  Debt: $20,000

 Available Assets under  Available Assets under OSS:

Bankruptcy: $16,000 $15,000

 Cost of Bankruptcy: $2000  Cost of OSS: $500

 Creditor Will Get:  Creditor Will Get:

43

Source: freepik.com
(1) Is this
a civil or
criminal
matter?

(2) Where
can the
creditor
go to
resolve
the
dispute?

(3) What
if the
debtor
does not
pay after
judgement
is given
against
her?
44
SUMMARY

 Law and business is interlinked and so is law and

ethics.
 Law emanates from statutes and judge-made case law.
 Some legal matters are criminal in nature, some are
civil, some give rise to both.
 Where there is a civil dispute, there are several ways
in which the dispute can be resolved. What would be
the best method would depend on the circumstances.
 There are several ways to enforce a judgment given in
one’s favour. What would be the best method would 45

depend on the circumstances.

KEY BUSINESS TAKEAWAYS
 There are various avenues to resolve civil disputes, and each may come
with its own advantages and disadvantages. Thus, choosing the
appropriate/suitable avenue for the problem at hand is important.
 If arbitration is desired, it is important to have an arbitration clause
upfront in the contract.
 If you win a court case or get an arbitration award in your favour or a
mediation is successfully settled – but you still do not get the payment
owed to you – you may have to embark on some other process to
extract payment – which could take more time and money. Thus, such
risks have to be considered and mitigated against (eg: doing
credit/background checks on the other party) before entering into the
contract or before suing.
46