Enforcing A Verbal Agreement in Singapore

The law dictates that when parties have already put the terms and conditions of the contract down in writing, they should be able to rely on and be protected by the written contract. Some verbal remark, often forgotten or given contradictory interpretations by parties, should not be allowed to detract from commercial certainty.

Nevertheless, there are two main exceptions – when the term or promise was mistakenly left out of the contract and when the term or promise was intended to be part of the contract but was somehow left out of it.

The law upholds verbal terms and promises in these two categories as long as the promise or term is clear and certain (not vague).

If the Verbal Term or Promise was Mistakenly Left Out of the Contract

In two situations, the courts will ‘rectify’ the written contract by inserting the verbal term or promise into the contract:

• One party mistakenly thought that the written contract accurately recorded the agreement, and the other party knew that the first party was mistaken but did not correct you.
• Both parties mistakenly thought that the written contract accurately recorded the agreement, provided three things are proved to the satisfaction of the courts:
• • Both parties intended the verbal term or promise to be part of the contract;
  • • This intention was communicated to each other; and
    • • By mistake, the document did not capture this shared intention.

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      If the Verbal Term or Promise was Part of the Agreement but was not Recorded in the contract

      For such verbal promises or terms to be considered part of the contract, it is crucial that the agreement does not have a clause which states that all terms of the agreement are in that document. This type of clause typically reads as follows: “This Contract sets forth the entire agreement and understanding between the Parties.”

      It is also important to prove that both parties did not intend the written contract to contain all the terms of the agreement. For example, if the written contract talks only about the supply of the number of goods but leaves out the quality of the goods, it may be reasonably argued that the verbal promise or term in respect of quality was part of the agreement even though it was not written down.

      Practical Tips and Reminders

      • Ensure that you capture all verbal communications in writing. This is most effectively done by an email to the other party where you repeat and confirm all communications, promises and agreed terms.
      • Ensure that all your written agreements are drafted, or at the very least, reviewed by a lawyer.
      • If you have exchanged drafts of the contract with the other party and have made amendments, it is more difficult to prove that a verbal term or promise was part of the contract.
      • Communications between parties before the contract was signed can be crucial to prove a certain interpretation of terms and the absence of terms that were intended to be included in the written contract.

      How can we help you

      Contracts or Agreements may be too technical for you to fully understand alone. We understand that figuring out your rights and obligations may be hard. Worry not, at Lions Chambers LLC, and we have experienced lawyers who are well versed in Singapore’s Contract Law. We will be able to guide you through your contract and clarify any issue for you.

      If you are having any concerns on whether you can breach or have potentially breached your contract or agreement, do reach out to us.

      Lions Chambers LLC is an established law firm in Singapore. Our team of lawyers specialise in various areas of law and will be able to assist you. Our consultations are free. Please call +65 8777 3677 or click here to WhatsApp us today.