In any event, the Court found that, even if the oral withdrawal had been declared invalid by the application of the NOM clause, the applicants would have been prevented from applying the SPA. The oral agreement on the annulment of the SPA constituted a clear and unequivocal statement by the applicants that they would not apply the SPA, after which the defendants who had decided not to supplement the SPA were prejudiced. Email exchanges or text messages as a result of this discussion can be used as evidence of the structure of the case and as proof of the performance of the oral contract. This serves to protect both parties in the event of a dispute arising in the future. With a documented agreement that includes photos, it`s easier to sue you if necessary. 8.3.1 A promise contained in an agreement is unenforceable unless it is supported by consideration or is set out in a written document signed as an act. Consideration is something of value (as defined by law) required by the party making the promise (the “Promiser”) and provided by the receiving Party (the “Promiser”) in exchange for the promise that the Promisor wants to enforce. Therefore, it could be either an advantage that the promisor receives, or a disadvantage for the promettant. This advantage/disadvantage may consist of a counter-promise or an action taken. In Charles Lim Teng Siang & Anor v. Hong Choon Hau & Anor, the Singapore Court of Appeal concluded that an oral non-modification clause (“NOM clause”) in a purchase agreement for the sale and purchase of shares (“SPA”) does not apply to an oral withdrawal from the SPA.
In this case, the NOM clause prevents the “modification, addition, deletion or replacement” of a provision of the SPA, unless it has been made in writing and signed by or on behalf of all parties. Once the burden of proof relating to the oral amendment has been removed, the NOM clause loses its legal effect, as it is the collective decision of both parties. According to the Tribunal, the test must be whether, at the time they agreed on the oral amendment, the parties had necessarily agreed to derogate from the NOM clause if they had considered the matter, irrespective of whether or not they had actually examined the matter. These oral contracts, i.e. contracts concluded orally, are common in business among businessmen and with consumers. Just like written contracts, oral contracts are generally enforceable. This means that they can be sued if a party does not fulfill its market share. In our scenario, if Adam decides to buy Cindy oranges instead of Ben, Ben could potentially sue Adam for violating an oral contract. That said, there are exceptions.
For some types of contracts, the law requires that the contract be in writing, and an oral contract is not enough. These contracts include, but are not limited to: (a) a contract for the sale of real estate (e.B. a dwelling) or (b) an agreement to cover the debts of another person. [3] In the context of construction and engineering contracts, even if a contract contains a “no oral amendment” clause, the parties may decide that certain routine activities, such as the transmission of interim invoices, may be informally agreed upon.4 Less stringent requirements for these routine activities may have commercial benefits, including time efficiency. Nevertheless, clients/employers should be wary of oral discussions on variations5 Changes in scope of work and time extensions, as these discussions may be binding in certain circumstances. On the other hand, the Court held that the determination of the intention of the parties at the time of the conclusion of the contract does not take into account the fact that the parties to a contract were free to modify the terms of the contract. In the Court`s view, Lord Sumption mixed the individual autonomy of the parties (which would necessarily have to be bound by the terms of the contract) with the collective autonomy of the parties […].