Commercial Law: Negligence and Contractual Issues

This article discusses negligence and contractual issues in commercial law. The first section explains the essential elements of negligence, including duty of care, breach of duty, and causation. The second section provides legal advice on a contractual issue, including the rules of offer, acceptance, and revocation. The article is relevant for students studying commercial law.

Running head: COMMERCIAL LAW
Commercial Law
Name of the Student
Name of the University
Author Note

1COMMERCIAL LAW
QUESTION 1
Issue
This is a case of negligence shown by the employer towards his employee.
This the issue of this case is to determine whether Peter is capable of suing his
employers for they had been negligence towards Peter’s well-being.
Rule
The Common Law discusses about the significance of the responsibility of the
employers toward his employees so that it does not give rise to a negligence or a
cause of action which would give rise to legal action against the tortfeasor (Cane and
Atiyah 2013.). Bringing charges under negligence is an essentially helpful provision
when there is no contract between the claimant and the tortfeasor, and therefore the
parties cannot depend on the application and outcomes of the rights laid down under
the specific law of contract in order to claim damages. To bring charges for negligent
behaviour, the claimant must satisfy the following three essential elements:
1. Duty of care
The Singapore Court of appeal in the year 2007 laid down a landmark
judgment in the case of Spandeck Engineering (S) Pte Ltd v Defence Science &
Technology Agency [2007] 1 SLR 720 (“the Spandeck Case”) pertaining to a 2 part
test that determine the presence of a duty of care of the tortfeasor or defendant. The
2 part test includes the factor of proximity and public policy as the main
considerations for determining the duty of care of the defendant. However, before
these two factors are discussed, the foreseeability of the harm that the plaintiff
might experience due to the defendant’s failure to carry out his duty of care must be
considered (Chan 2016).
a. Foreseeability
It is held that the defendant must be in a position to foresee the harm that the
plaintiff might experience due to the defendant’s failure to carry out the duty of care.
b. Proximity
The Spandeck case held that a plaintiff or a claimant must have enough
justification pertaining to the legal proximity between him and the tortfeasor or

2COMMERCIAL LAW
defendant. In addition the criteria of voluntary assumption of duty and reliance
must be considered while deciding as to the proximity between the parties. It is said
that the duty of care arises immediately when a defendant voluntarily assume to
have a responsibility regarding his act or omission towards the claimant and the
claimant to rely on such responsibility of the defendant.
c. Public policy
Public policy made by the lawmakers needs to be considered while
determining the duty of care of the tortfeasor the defendant. Public policies have the
tendency to negate or limit the duty of care that a defendant may owe towards a
plaintiff and in this situation the defendant could not be held responsible for the
failure to carry out his duty of care as it is hindered by the public policy.
2. Breach of such duty
Not only citing the breach of duty, the plaintiff must also laid down the
standard of care, which was expected from the defendant. Therefore, the plaintiff
must prove that the defendant owe certain standard of care towards the plaintiff
however failed to comply with such standards, which resulted in the breach of such
duty of care.
3. Causation and Remoteness of the damage
Lastly, the plaintiff must prove that the defendant’s failure to carry out his duty
of care has resulted to the damage that he has suffered and not because of some
other reason. In addition the plaintiff must also prove that the damage or harm
caused to him was not too remote to foresee by the defendant (Fordham 2017).
Application
In the given case, Peter suffered from a terrible accident in his office building
as he fell down the stairs and was severely injured on his arms and face. Peter had
no knowledge of the fact that the staircase was under renovation and the office
authority asked the staff to use to lift instead during that period of time. As peter was
on leave, he had no idea of this fact. In this scenario, Peter could hold his employer,
Fashion Designs Ltd liable for his injury as he could establish the fact that his
employer had a duty of care towards his safety.

3COMMERCIAL LAW
In this case, it could he clear established that Fashion Designs Ltd had a duty
of care towards Peter for the danger or harm caused to him was easily foreseeable
for it could be assumed that anyone who had no knowledge about the renovation
could easily meet with an accident in the staircase. Therefore, it was the
responsibility of the employer to ensure that all the absentee employees must know
about the ongoing renovation. It is quite right on Peter’s part to assume the duty of
care of his employer due to the proximity of relationship of an employer-employee. In
addition, it could be highlighted that the defendant had no defence or obligation to
follow in terms of public policy for which it was not possible to alert Peter about the
ongoing renovation of the staircase. Therefore, Peter could prove that his employer
have breached his duty of care towards him by not letting him know about the
renovation. Lastly, Peter could prove that the injury caused to him is the result of the
accident that occurred as his employer failed to carry out his duty of care. It could be
clearly seen that the damage or harm caused to Peter was not too remote to foresee
and take the necessary precaution to prevent the accident from happening and
causing injury to Peter.
Conclusion
Therefore, to conclude, it could be held that Peter has the grounds to bring
charges against his employer and sue him for paying damages for the injury caused
to him.

4COMMERCIAL LAW
References
Cane, P. and Atiyah, P.S., 2013. Atiyah's accidents, compensation and the law.
Cambridge University Press.
Chan, G.K.Y., 2016. Finding common law duty of care from statutory duties: All
within the Anns framework. Tort Law Review, 24(1), p.14.
Fordham, M., 2017. The impact of NUS law on the development of tort law in
Singapore. Sing. J. Legal Stud., p.299.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency [2007]
1 SLR 720

5COMMERCIAL LAW
QUESTION 2: MEMO
TO: Jenny Slater
FROM: Legal Expert of the Law firm
DATE: 28 February 2019
SUBJECT: Legal advice on a contractual issue
Issue
The issue of this case is to determine the legal position of Jenny Slater
pertaining to a contract of selling a painting to two different parties.
Rule
The law of contract in Singapore is majorly based on the English Common
law. Therefore, the rules pertaining to contracts have a resemblance to the English
common law as the country still lacks a codified law for contract. A contract primarily
involves an offer and an acceptance of such offer along with a mutual agreed
amount of consideration. An offer is a promise made by the offeror to the offeree
either to do something or abstain from doing something in lieu of a consideration. As
per legal purview, an offer must lay down a promise regarding something to the
offeree. However, such offer or promised can be revoked at any time before the
offeree accepts the offer. While acceptance occurs when the offeree accepts the
offer of the offeror with free consent. An acceptance is unqualified and can be made
in writing, verbally or through gesture. In recent times, offer, acceptance and its
revocation has been legitimized through electronic medium and they are considered
to be equally significant to create a binding contract (McKendrick 2014.).
Communication of offer is said to be complete as soon as the offeree gets the
knowledge of the offer made by the offeree. In case the offer is made by way of post,
the communication is complete as soon as the offeree gets hold of the letter. While,
in case of communication of acceptance, it differs a little. Communication of
acceptance involving the offeree is complete when the offeree posts the letter and it
is in the course of transmission and this takes away the offeree’s power to withdraw
his acceptance. While Communication of acceptance involving the offeror is
complete when the offeror gets hold of the letter and comes to know that the offeree
has accepted his offer. In the case of Stevenson, Jacques & Co v McLean (1880) 5

6COMMERCIAL LAW
QBD 346, it was held that offers and acceptance do not take its usual effect until the
letter reaches the appropriate party to the agreement.
An offer and an acceptance can both be revoked at an appropriate time.
Revocation refers to the taking back or cancelation of an offer or acceptance. An
offer can be revoked by the offeror before the offeree accepts or confirms it. In such
case, the offeree must respect the fact that the offer has been rejected or withdrawn
by the offeror himself. On the other hand, an acceptance can be revoked at any time
by the offeree before the offeror gets the acceptance letter. Circumstances where
the letter of acceptance and revocation of acceptance arrives at the same time,
whichever is opened first will be considered as the deciding one. Where the letter of
revocation is received before the letter of acceptance, the acceptance will get
automatically revoked (Suff 2013).
Application
In the given case, Jenny gave an offer to her friend Amelia as she wanted to
sell one of her paintings that Amelia loved. They had a telephonic conversation
regarding the sale on 23rd of August when Jenny quoted the price of the painting as
$1.5 million and her offer would stand for the next two weeks. On the 26th, Jenny
received a letter from Amelia saying that she wants to buy the painting, however she
wanted Jenny to remove the frame of the painting which she did not like. Amelia also
put forwarded a query regarding the revised price of the painting after removing the
frame. Jenny did not revert back with an answer to this letter. In the meanwhile,
Jenny had a meeting with a board of director of a company on the 2nd of September
who proposed a better price for the painting which she readily accepted and
immediately texted Amelia that her deal with her is off as she had got a better offer.
However, to her surprise, she received another letter from Amelia stating that she
agrees to buy the painting along with the existing frame and with the price quoted by
Jenny initially. This letter was posted by Amelia on the 30th of August, yet it reached
Jenny on the 2nd of September after she revoked her offer on the text message.
As per the rule of communication of offer and acceptance, the initial offer
made by Jenny was not confirmed by Amelia over the phone, for it was still under
Amelia’s consideration. Yet again, when she sent the first letter the acceptance was
not confirmed as well as she had certain queries in mind and wanted Jenny to revert

7COMMERCIAL LAW
back with an answer to her recommended changes. However, the offer was revoked
by Jenny over text when she got a better offer from the board of directors and before
she got the second letter from Amelia confirming her acceptance.
In this situation, Jenny has successfully revoked her offer to Amelia before
she communicated and confirmed her acceptance of the offer. Here, Jenny is bound
to carry on with the agreement that she confirmed with the board of directors, for it
was direct and face-to face, with the hassle and confusion of communication of offer
and acceptance. Moreover, Jenny will not be liable to the offer she made to Amelia
as she revoked it before receiving the letter of acceptance from Amelia.
Conclusion
Therefore, to conclude, Amelia is advised to carry on with her contract with
the Board of Directors and not with Amelia as the offer stands revoked before the
Amelia sent her word of confirmation or acceptance of the offer.

8COMMERCIAL LAW
References
McKendrick, E., 2014. Contract law: text, cases, and materials. Oxford University
Press (UK).
Stevenson, Jacques & Co v McLean (1880) 5 QBD 346
Suff, M., 2013. Essential Contract Law. Routledge-Cavendish.