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A contract represents the free will of the parties. If that will is compromised by external pressure or unfair advantage, the law allows the agreement to be set aside through vitiating factors. Both Malaysia and China recognise that contracts formed under improper pressure should not stand, but they apply different legal tests to determine unconscionability. […]
April 2, 2026
In international trade, contracts represent valuable bundles of rights and obligations. For example, a supplier may sell its right to receive payment to a bank to improve cash flow, or a parent company may transfer its rights under a service agreement to a subsidiary. Both Malaysian law and the Chinese Civil Code enable such transfers, […]
March 26, 2026
Privity of contract is a core principle of common law, but it is also one of the most debated areas in commercial law. It prevents contracts from conferring rights or obligations on non-parties. While jurisdictions like the United Kingdom and Singapore have enacted laws allowing third parties to enforce contractual benefits, Malaysia has not adopted […]
March 20, 2026
In the world of international commerce, timing is everything. When a party realises that its counterparty is unlikely to fulfil its side of the bargain, the natural instinct is to stop performance to minimise losses. However, the legal consequences of “jumping the gun” vary significantly between common law jurisdictions like Malaysia and the civil law […]
March 5, 2026
In cross-border contracts, the Liquidated Damages (LD) clause manages risks of delay or non-performance. Both Malaysia and China allow parties to pre-estimate damages, but judicial intervention differs. Malaysian courts focus on ensuring the clause is not a penalty, while Chinese courts, under Article 585, may adjust the amount to match actual losses. The Malaysian Approach: […]
February 26, 2026
When an external event disrupts a contract, Malaysian lawyers rely on the strict doctrine of frustration or a force majeure clause. In contrast, the Chinese Civil Code provides a more flexible statutory mechanism, the “Change of Circumstances” doctrine, which allows courts to modify contract terms to restore fairness. Understanding this shift from the common law’s […]
Clement. Of All Trades. 
April 9, 2026
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