In a series of inconsistent decisions by the Singapore courts on contract formation in continuing negotiations cases, Lord Denning’s broad approach – which does away with the traditional offer and acceptance analysis – appears to have been simultaneously adopted and rejected. This article suggests that the continued uncertainty in Singapore regarding the scope of application of the traditional approach and Lord Denning’s approach arises from a conflation of both as being substantially similar. This article further argues that both approaches are conceptually and practically distinct. A better way forward for Singapore law in the area of contract formation in continuing negotiations cases, having regard to developments in English law and a comparative study of various approaches taken in international instruments and jurisdictions around the world, is to affirm the traditional approach as the default rule, subject to displacement in exceptional situations.
Chia Ming Lee and Kenny Chng, Lord Denning’s influence on contract formation in Singapore – an overdue demise?, Oxford University Commonwealth Law Journal. Received 13 Mar 2017, Accepted 30 Jun 2017, Published online: 04 Oct 2017, http://dx.doi.org/10.1080/14729342.2017.1383769.