Unilateral contracts arise when a promise is accepted through performance rather than words. The law recognises that actions can create binding obligations. This article explores the famous Carlill v Carbolic Smoke Ball Co case and explains when unilateral offers become irrevocable once performance has begun, using practical examples that are easy to understand.
Conditions precedent are common in contracts, but many people misunderstand their legal effect. This article explains the difference between contingent and promissory conditions, how courts interpret them, and why the wording of a contract matters. Learn when a contract becomes enforceable, when parties may walk away without liability, and when a breach may give rise to damages or termination rights.
Does the phrase “subject to contract” automatically mean there is no binding agreement? Not always. Malaysian courts look beyond the wording to determine the true intention of the parties. This article explains when negotiations become legally enforceable, how courts interpret conditional agreements, and why emails, letters of offer, and conduct may still create contractual obligations despite unsigned formal agreements.
A valid contract requires five essential elements: offer and acceptance, intention to create legal relations, consideration, capacity and free consent, and legality of object. Governed by the Contracts Act 1950, these principles ensure agreements are enforceable. Understanding these elements will give you a good grasp on the formation of a binding contract.
A shareholders’ agreement is a vital document for private companies in Malaysia, setting out how decisions are made, rights are protected, and disputes are resolved. By clearly defining roles, safeguards, and exit mechanisms, it helps prevent conflicts and ensures both majority and minority shareholders are treated fairly while maintaining transparency and business continuity.
The doctrine of privity of contract limits enforcement of contractual rights and obligations to the parties involved. Recognised in English common law and applied in Malaysia, it prevents third parties from suing or being sued on a contract, subject to key exceptions such as trusts, agency, statutory provisions, assignment, and tortious interference.
FIDIC contracts are internationally recognised standard form agreements used in construction and engineering projects. Published by the Fédération Internationale Des Ingénieurs-Conseils, they provide a structured framework for allocating risk, defining responsibilities, and managing disputes. Widely used in large-scale and cross-border projects, FIDIC contracts offer a practical and balanced starting point for project delivery.
Contracts are the lifeblood of business relationships, defining the scope of agreements and the rights and obligations of all parties. They should not be treated as one-off documents, but as living instruments requiring active management. This article explains the basics of contract management and why it is essential for reducing risk and protecting commercial interests.
