The Department of Law at the Lee Kong Chian School of Business held its Inaugural Summer Camp 2006 on 16 May 2006 at Sentosa Golf Club. Participants included members of the Law Department, Visiting Professor Michael Furmston and Professor Howard Hunter, President of Singapore Management University. Five papers were presented at the camp.

Professor Furmston gave the first presentation on the topic of “Notional Damages and Actual Damages” in the context of the case of Golden Strait Corporation v Nippon Yusen Kubishika Kaisha (The Golden Victory). The case, which was about the repudiation of charter between long term parties where each party had the right to cancel the charter in the event of war between UK and Iraq. The case was first decided by the UK Queen’s Bench Division (Commercial Court) in February 2005 and then by the UK Court of Appeal in October 2005 on appeal. Prof Furmston discussed how the damages should be assessed both in terms of the measure of damages and the date from which the damages should be assessed i.e. from the date of repudiation to the outbreak of war in 2003 or from the date of repudiation to a later date when the charter-party was terminated.

Associate Professor Pearlie Koh presented the topic of Issues in Misrepresentatio0” with reference to the Singapore Court of Appeal decision in 2005 of Jurong Town Corp v Wishing Star Ltd. A number of issues were raised. First, while it is clear that actionable misrepresentation requires the establishment of a false statement of fact which induced the contract, it is less obvious if the statement must have been made with an intention to so induce. Secondly, doubt has been cast on the requirement that the statement must be one which is material i.e. objectively speaking, a reasonable person would have been induced by it. It is important for future application of the law of misrepresentation to understand if these are independent elements that would need to be established before liability can be attached for misrepresentations. Prof Koh also discussed the status of a representation that has been incorporated as a term of the contract.

In her paper, Assistant Professor Wan Wai Yee discussed the issue of “Rationalising Compulsory Acquisition of Shares from Minority Shareholders” under the UK Companies Act 1985. She pointed out that the Act provides for four different methods with which a purchaser may acquire 100% of the issued share capital of an English-incorporated company, even if there has not been a unanimous consent by all shareholders to sell their shares. Different shareholder approval requirements are required for each method and in each case legislation has left it to the courts to decide on the circumstances under which the court will not permit compulsory acquisition, notwithstanding the wishes of the majority shareholders. Prof Wan argues that there are important linkages underpinning each method of compulsory acquisition and the basis for permitting compulsory acquisition is really one of compliance with procedural fairness, rather than substantive fairness.

Assistant Professor Lee Pey Woan presented on the topic of “Contract Damages, Corrective Justice and the Idea of Punishment”. Contract damages are traditionally understood to be compensatory in nature. They may not, therefore, be awarded solely for the purpose of punishing the contract breaker for his “bad behaviour”. Prof Lee re-examined this proposition from the perspective of corrective justice. Corrective justice seeks to understand private (including contract) law from an internal perspective, i.e. without reference to an external purpose. It argues that the key distinguishing feature of private law is the correlation between the plaintiff's rights and the defendant's duties. As such, only remedies that are consistent with such a formal (correlative) structure are justifiable. Punitive damages, which are aimed only at punishing the defendant, are inconsistent with the correlative structure of corrective justice because they are essentially one-sided and non-relational in nature. Prof Lee argues however, that a legal order constructed on the principles of corrective justice does in fact contain more room for integrating punitive impulses into contract damages than is presently the case. This may occur, for instance, because corrective justice supports a more liberal attitude towards both the award of aggravated damages and the interpretation of good faith obligations.

Assistant Professor Gary Chan discussed “The Law of Defamation and Loss of Reputation in the Tort of Conspiracy: A Re-examination of Lonrho v Fayed (No.5)”. The English Court of Appeal decision in Lonrho v Fayed (No 5) (1993) held categorically that loss of reputation is not recoverable in conspiracy actions, but only in the tort of defamation. Prof Chan questions the validity and appropriateness of such blanket prohibition against the recovery of reputation in conspiracy actions. He examines the underlying policies and bases for the blanket prohibition and argues that they are in fact not sufficiently persuasive. Prof Chan argues that the blanket prohibition should be lifted. He hastens to point out however, that this does not imply that claimants are entirely free to recover damaged reputation suffered in the tort of conspiracy, should they fail in a defamation action. It merely means that such recovery of reputation should not be completely proscribed but should be restricted to specific and exceptional circumstances.

Besides presentation of formal papers, there was also a general discussion of issues concerning teaching and research. Associate Professor Low Kee Yang, Chair of the Law Department, described the camp as beneficial and intellectually stimulating. He said that the Law Department plans to organize similar camps in future.