[2015] SGHC 78

“In ARS v ART & another [2015] SGHC 78 (“ARS v ART”), a key aspect of the plaintiff’s claim against the first defendant related to two oral agreements which the plaintiff alleged parties had entered into. The first defendant denied the ex”

“sues. Witnesses possibly having “conflicting interests” has been regarded as a “plausible reason” that a party can fairly decide against calling such witnesses in civil matters (ARS v ART and another [2015] SGHC 78 (“ARS”) at [139]). I have accordingly drawn no adverse inference against EFII on the various issues.”

“Quentin Loh J in ARS v ART and another [2015] SGHC 78 (“ARS v ART”) at [53] helpfully summarised the guiding principles on the proper approach for determining the existence of an oral agreement:”

“ues of contract formation, I am careful not to place undue weight on evidence of the parties’ subsequent conduct to ascertain their intentions at the time of contract formation. In ARS v ART and anor [2015] SGHC 78 at [90], the High Court stated that:”

“ly be binding, without the need for it to be reduced to written form. Parties were in agreement as to the principles of ascertaining the existence of an oral agreement, referring to [53] of ARS v ART [2015] SGHC 78:”

“mere existence of an alleged dispute over the terms of an oral agreement in and of itself is not sufficient for the defendant to obtain leave to defend. In Naughty G (at [56(a)-(b)], citing ARS v ART [2015] SGHC 78 at [53]), the court observed that in “ascertaining the existence of an oral agreement, the court will con”

“In support of that submission, the plaintiffs further relied upon a number of authorities including ARS v ART and another [2015] SGHC 78 at [137]-[141], [147]; and Red Star Marine Consultants Pte Ltd v Personal Representatives of the Estate of Satwant Kaur d/o Sardara Singh, deceased and another [2019] SGHC 144 at [75]”

“The approach to determining the existence of an oral agreement was set out by the High Court in ARS v ART and another [2015] SGHC 78 (“ARS v ART”) at [53]:”

“ayment Agreement is an oral agreement purportedly reached at the 6 Feb Meeting. The principles for determining whether an oral agreement was reached were set out by the court in ARS v ART and another [2015] SGHC 78 (“ARS”) at [53]:”

“The guiding principles on the proper approach for determining the existence of an oral agreement are well established: see ARS v ART and another [2015] SGHC 78 at [53]. I summarise some key aspects. First, the court will consider the relevant documentary evidence and contemporaneous conduct of the parties at the materi”

“establish every element of its claim on the balance of probabilities. In a contractual claim, this would include the very basis of the agreement upon which the claim is founded: ARS v ART and another [2015] SGHC 78 (“ARS”) at [47]. However, the evidential burden, or the tactical onus to contradict, weaken, or explain a”

“st. Where there is little or no documentary evidence, the court will examine the precise factual matrix to ascertain if an oral agreement has been concluded between the parties (ARS v ART and another [2015] SGHC 78 at [53]). Further, in determining if the parties have actually formed a contract, it is permissible to lo”

“duct when determining the existence of a contract between the parties. This is the approach adopted in Ramo Industries Pte Ltd v DLE Solutions Pte Ltd [2020] SGHC 4 at [117] and ARS v ART and another [2015] SGHC 78 at [90]. Even in Spamhaus Technology, the evidence of parties’ subsequent conduct was only to reinforce t”

“As for the principles involved in determining the existence of an oral agreement, the court in ARS v ART and another [2015] SGHC 78 at [53]–[54] summarised the relevant principles as distilled from the case law, as follows:”

“(a) The court will consider the relevant documentary evidence and the contemporaneous conduct of the parties at the material time (ARS v ART and another [2015] SGHC 78 (“ARS”) at [53(a)]).”

“t, the court is to consider the relevant documentary evidence (such as written correspondence) and contemporaneous conduct of the parties at the material time; Ashley Francis at [32] citing ARS v ART [2015] SGHC 78. What Banner has to prove are the material elements of an oral agreement, not the specific words uttered”

“from the written correspondence and contemporaneous conduct of the parties at the material time” (Tribune Investment Trust Inc v Soosan Trading Co Ltd [2000] 2 SLR(R) 407 at [39], cited in ARS v ART [2015] SGHC 78 (“ARS”) at [49]). In this regard, the first port of call is always the relevant documentary evidence and,”

“specific principles regarding how the court should evaluate whether the substantive requirements for the formation of an oral agreement have been established (see Chan Tam Hoi at [66]–[69]; ARS v ART [2015] SGHC 78 (“ARS”) at [53]):”

“e slow to rest factual findings primarily on impressions of credibility: Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased) [2009] 2 SLR(R) 918 at [16]–[17]; ARS v ART [2015] SGHC 78 at [2] and [82]–[83]; Bluestone Corp Pte Ltd v Phang Cher Choon [2020] SGHC 268 at [112].”

“Bumi submits that the fact that BAB controls BAOHL does not, ipso facto, mean that BAB is liable for BAOHL’s breach. Bumi relies on the following passage from ARS v ART and another [2015] SGHC 78 (“ARS”) at [252]:”

“party’s failure to call material witnesses was stated by the Court of Appeal in Tribune Investment Trust Inc v Soosan Trading Co Ltd [2000] 2 SLR(R) 407 at [50], and followed in ARS v ART and another [2015] SGHC 78 at [135]:”

“The guiding principles on the proper approach for determining the existence of an oral agreement were distilled in ARS v ART and another [2015] SGHC 78 at [53] and recently affirmed in Day, Ashley Francis v Yeo Chin Huat Anthony and others [2020] 5 SLR 514 at [32] (the “ARS v ART guiding principles”). These are as foll”

“y the onset of subsequent events and the dispute between the parties. This is also evident from the first three guiding principles from the oft-cited framework in the High Court decision of ARS v ART [2015] SGHC 78 (“ARS v ART”), where Quentin Loh J held as follows (at [53]):”

““nevertheless attempt its level best by examining closely (and in particular) the precise factual matrix”. In examining the reliability of oral testimony, Quentin Loh J (as he then was) in ARS v ART [2015] SGHC 78 (“ARS”) set out at [53(d)]–[53(f)] the following guiding principles that a court ought to bear in mind:”

“The proper approach for determining the existence of an oral agreement was set out by the court in ARS v ART and another [2015] SGHC 78 (“ARS v ART”) at [53] as follows:”

“Legally, Oan relies on ARS v ART and anor [2015] SGHC 78 (“ARS”). There, Quentin Loh J (as he then was) distilled at [53] the following guiding principles on the proper approach for determining the existence of an oral agreement:”

“In the context of oral agreements, the following guiding principles have been distilled by the Court in ARS v ART [2015] SGHC 78 (“ARS v ART”) at [53] (cited in Naughty G at [56]) setting out the proper approach to be adopted in determining the existence of an oral agreement.”