Subscribe:
RSS feed
-
Subscribe
Subscribed
Already have a WordPress.com account? Log in now.
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 […]
February 19, 2026
In Malaysian commercial practice, a “Termination for Convenience” clause is typically viewed as an absolute right, permitting a party to exit a contract without proving breach if the notice period is observed. In contrast, under the Chinese Civil Code, exercising this right is more complex than the clause’s wording suggests. The Malaysian Approach: Absolute Contractual […]
February 12, 2026
In cross-border transactions, determining the stage at which a party may withdraw from negotiations without incurring liability is a critical strategic consideration. This article examines the Malaysian common law approach, which emphasises the freedom to negotiate, in contrast with the Chinese Civil Code’s mandatory duty of good faith during the pre-contractual phase. A thorough understanding […]
February 5, 2026
Malaysian legal practice emphasises certainty. Contracts are drafted so that parties act at arm’s length and the written terms capture the entire agreement. Courts are cautious about imposing a universal duty of good faith, as this could invite judicial intervention and alter established agreements. Malaysian courts apply the “business efficacy” and “officious bystander” tests to […]
January 30, 2026
Malaysian lawyers recognise Proposal, Acceptance, and Consideration as the core elements of contract formation. While all contracts are agreements, not all agreements qualify as contracts. Section 10(1) of the Contracts Act 1950 requires free consent, competent parties, a lawful object, and lawful consideration for an agreement to become a contract. As Malaysian businesses expand under […]
Clement. Of All Trades. 
March 5, 2026
0