Singapore legislation
Section 4
Section 4
Defences, etc., available to promisor
(1)
Subsections (2) to (5) apply where proceedings for the enforcement of a term of a contract are brought by a third party in reliance on section 2.
(2)
The promisor has available to the promisor, by way of defence or set‑off, any matter that —
arises from or in connection with the contract and is relevant to the term; and
would have been available to the promisor by way of defence or set-off if the proceedings had been brought by the promisee.
(3)
The promisor also has available to the promisor, by way of defence or set‑off, any matter if —
an express term of the contract provides for it to be available to the promisor in proceedings brought by the third party; and
it would have been available to the promisor by way of defence or set‑off if the proceedings had been brought by the promisee.
(4)
The promisor also has available to the promisor —
by way of defence or set‑off any matter; and
by way of counterclaim any matter not arising from the contract,that would have been available to the promisor by way of defence or set‑off or by way of counterclaim against the third party (as the case may be) if the third party had been a party to the contract.
(5)
Subsections (2) and (4) are subject to any express term of the contract as to the matters that are not to be available to the promisor by way of defence, set‑off or counterclaim.
(6)
Where, in any proceedings brought against a third party, the third party seeks to enforce a term of a contract (including, in particular, a term purporting to exclude or limit liability) in reliance on section 2, the third party may not do so if the third party could not have done so (whether by reason of any particular circumstances relating to the third party or otherwise) had the third party been a party to the contract.