BUS201 Contract and Agency Law Group-based Assignment 2026, Singapore

BUS201 Group-based Assignment

Question 1

Moshi Pte. Ltd. (“MPL”) is a company that provides landscaping and gardening services in Singapore. Such services include landscape design, garden maintenance, tree planting and pruning, grass cutting, weeding and related specialised services like installation of water features and pond maintenance. Such services are provided to both corporate clients as well as individual homeowners with outdoor gardens.

Miranda owns a landed property with an extensive outdoor area that she has made into a beautiful garden with a koi pond. Koi is an informal name for the coloured variants of carp (which is a type of fish) kept for ornamental purposes, and can fetch very high prices depending on their specific breed, size, shape and colour. However, as beautiful as it is, the garden and the koi pond requires regular and proper maintenance to stay in an aesthetically pleasing condition and allow the koi fish to thrive. Miranda came across the services of MPL through a referral from her friend. She arranged for a meeting with a representative from MPL so that she could find out more about what they can do to help her with the maintenance of her garden.

During the day of the scheduled meeting, a duly authorised representative from MPL called Yoshi came down to Miranda’s property to meet her as well as to inspect her garden. Miranda brought Yoshi around, and made special effort to gush about how proud she is of her koi pond, which she regards to be the centrepiece of the outdoor garden. While Yoshi was admiring her koi pond, Yoshi also remarked that MPL has extensive experience with the maintenance of all types of ponds, including koi ponds. Miranda felt assured by this, as she needed professional help with the cleaning of the mechanical filters that were keeping the koi pond in a clean and conducive environment for the expensive and beloved koi which she was keeping. Miranda even asked Yoshi, “I use special mechanical filters imported from Germany for the koi pond – does MPL know about this filter and how to clean and maintain it on a weekly basis?” Yoshi replied, “Yes, no worries, Madam. We have experts who are trained in all aspects of landscape design and maintenance, including ponds. That is not a problem at all.”

After a further discussion on the fees charged by MPL, Miranda decided to engage MPL under a three-year maintenance contract for her garden (including the koi pond) at a total cost of $30,000. Yoshi said that MPL will prepare a written contract for Miranda to sign the next day. On the following day, Yoshi turned up at Miranda’s residence with the contract. When Miranda looked through the contract, she noticed that there were not many details in it. There were only a few clauses relating to the work that MPL will do for her. In particular, Miranda noticed a clause labelled “Pond Maintenance Warranty” that seemed to set out the work that MPL will do for her koi pond. This clause stated as follows:

“MPL shall clean and maintain the Customer’s koi pond (including the mechanical filters) on a weekly basis.”

As Miranda was not familiar with legal terminologies, Miranda incorrectly understood the word “warranty” to mean a “guarantee”. She thought that if MPL was guaranteeing that it will be cleaning and maintaining her koi pond on a weekly basis, that would be a good thing for her. Miranda consequently signed the contract with MPL.

During the first three months of the contract period, MPL did regularly send their maintenance staff over to Miranda’s house to render the necessary services, including the cleaning of the koi pond. In particular, this also includes the cleaning of the German-made mechanical filters that kept the water of the koi pond in a sufficiently clean and conducive environment for the koi fish to thrive.

However, in the fourth to sixth months of the contract period, Miranda noticed that MPL had sent over a different team of workers to do the maintenance of her garden and koi pond. This second team of workers appeared to complete the work much faster, which is a good thing, but they did not seem to be as thorough as the first team of workers. As Miranda is not wellacquainted with the technical aspects of the maintenance work, she did not think too much about it. In the seventh month of the contract period, Miranda noticed that the koi fish in her pond had become weak and sluggish, and they were not swimming as quickly as before. Miranda consulted an independent pond specialist on this issue, and the specialist concluded that this was due to the poor quality of the water in the pond. The poor quality of the pond water was in turn caused by the poorly maintained mechanical filters, which were not properly cleaned.

Miranda was furious with MPL when she found out about this. She immediately contacted MPL to voice her displeasure and indicated that she wanted to terminate the contract with immediate effect. However, MPL’s representative explained to her that the contract does not have a termination option, and she must wait until the end of the three-year period. MPL further explained that the second team of workers that was currently servicing her contract included relatively new hires and they may not have been properly trained, especially on the Germanmade mechanical filters which were not common in the market. MPL further assured Miranda that they will train the workers to do better and improve the quality of service subsequently. To be fair to MPL, Miranda did find MPL’s other services relating to the pruning of the trees and the cutting of the grass lawn to be satisfactory. Therefore, Miranda decided that she will give them some time to prove that this was the case. Unfortunately, for the rest of the first year of the contract period, things did not improve much.

Compare conditions and warranties, and analyse whether Miranda is entitled to terminate the contract with MPL based on the given scenario. In your answer, you should discuss and apply the modern Singapore approach as shown in the Court of Appeal decision in RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd & Another Appeal (2007).

(50 marks)

Question 2

Mr. Lim is a successful businessman who owns a chain of restaurants in Singapore. He is also an avid drinker of wine, and he is always on the lookout for good quality wines that he can buy both for his personal consumption as well as for his restaurants. Mr. Lim was recently introduced to a person called Vincent by a mutual friend. Vincent is someone who sees himself as an entrepreneur willing to invest in any potential business venture as long as it is profitable.

Vincent is aware that Mr. Lim is looking to buy fine wines at a good price. Vincent happened to know of an overseas supplier who had a great stock of quality and vintage wines and who was willing to sell it to the right buyer. During a social gathering at one of Mr. Lim’s restaurants, Vincent took the opportunity to make a business pitch to Mr. Lim, claiming that he had access to this supply of quality wine and could sell them to Mr. Lim at a good price. Mr. Lim was excited to hear of this excellent opportunity, and sat Vincent down to discuss more details of the deal while they both continued to consume a bottle of fine wine that Mr. Lim had opened.

Vincent shared that while the cost of the wine from his supplier was sufficiently low, there are significant import or customs duties (i.e. fees) to be paid to the governmental authorities as intoxicating liquors are dutiable goods subject to customs duty under the Customs Act. This would drive up the price, and Vincent asked if Mr. Lim would be willing to pay this “regular market price” (i.e., with the customs duty factored into the price of the goods). Mr. Lim, being the shrewd businessman that he is, asked if Vincent had “some way” to avoid paying the customs duty on the goods, as he was not willing to pay the regular market price. Vincent explained that he had some connections to “importers who would be willing to bring in those goods without having to pay the customs duty”, and Mr. Lim understood this to mean that there could be some illegal activity involved. However, Mr. Lim did not pry further as he did not want to concern himself with such things, as long as the final price that he was paying was sufficiently low.

Under the Customs Act, it is a criminal offence to fraudulently evade any customs duty. Any person who is in any way involved in any fraudulent evasion of the applicable duties on imported goods can be fined or even jailed.

After a long discussion over a few bottles of wine (which were mostly consumed by Mr. Lim), Mr. Lim and Vincent verbally agreed on a contract for Mr. Lim to purchase from Vincent 100 bottles of a specific red wine called “Chateau Lafayette”. Despite being somewhat tipsy and looking “flushed”, Mr. Lim had the presence of mind to negotiate for a good price, and both men were also able to sustain a conversation on other unrelated topics such as golfing and financial investments. Under the contract, the payment would be made by Mr. Lim upon delivery of the goods.

A few months later, Vincent delivered the goods to Mr. Lim at one of his restaurants. Mr. Lim proceeded to open one of the bottles for sampling. To his dismay, the taste and quality of the wine did not meet his expectations. His reaction caused Vincent to be defensive, and Vincent retorted that wine tasting is subjective and Mr. Lim should still make full payment as agreed under the contract. However, Mr. Lim refused to do so and said that he did not want to take the goods. Mr. Lim further claimed that he was drunk at the time of the contract and could not be held to whatever he said at that time. Vincent vigorously disputed this assertion by Mr. Lim, as Vincent recalled that at that time, they had chatted at length about other topics such as Mr.

Lim’s love for golfing and his financial investments. These involved details that Mr. Lim would not have been able to recall and articulate if he was indeed drunk.

Discuss the vitiating factors of incapacity (due to intoxication) and illegality under contract law, and analyse whether Vincent is able to enforce the contract against Mr. Lim, taking into account the relevant facts and circumstances in this scenario in relation to these vitiating factors.

(50 marks)

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