Essay Question 1:

(a) Juliette is a successful and dynamic entrepreneur and businesswoman. She registered and commenced a French Limited Liability company in Paris four (4)years ago known and registered as “Primal Health” selling a wide range of healthy lifestyle products. These products focus on health, wellness, hygiene, and nutrition. Since she started Primal Health, she has sought and obtained legal protection for her IP assets only in France as follows:

(i) She trademarked her company logo and brand;
(ii) She registered patents on her nutrition and health products; and
(iii) She signed confidentiality and trade secret agreements with her employees regarding some of the confidential information she has NOT patented.

(b) Now, Juliette has approached you, her lawyer in Singapore, because she wishes to expand Primal Health into Asia. In particular, she wishes to identify the set-up of Primal Health’s headquarters in one (1) country in Asia, and then branch out to China and India for her operations, marketing, and expansion.

(c) Juliette requests you for legal and professional advice on the following:

(i) How would you advise her to use the IP Management Model system to develop a sound business strategy for optimizing her profits and revenue in the China and Indian market and protecting her IPs at the same time? You can refer to strategies like the “Offence” and “Defence” categories to help her.

(ii) Juliette also informs you that she has recently invented a secret recipe for a brand- new lifestyle product that she wishes to launch in Asia. As of now, except for five (5) of her business partners, who worked jointly with her to create these secret recipes, no-one else has knowledge of the contents of the recipes.

The question for you is: Should Juliette protect her secret recipes by maintaining them as trade-secrets or should she have them patented, or do both? What are the advantages and disadvantages of these options in terms of exercising market power? Please explain in detail.

(iii) Which Asian country would you recommend as the headquarters of her company operations in terms of trademark protection and benefits? Explain why. The country could be China or India itself, but you need to give reasons.

Essay Question2:

(a) Translines Pte Ltd is a transport and cargo handling company that signed a contract with Grendel Pte Ltd, a company dealing with manufacturing of silicon chips. The contract was for Translines Pte Ltd to transport the batches of silicon chips by road in a convoy truck from Thailand via Malaysia to Singapore.

(b) Translines Pte Ltd is registered as a company in Singapore while Grendel Pte Ltd is registered as a manufacturing company in Malaysia. Grendel Pte Ltd, however, has a subsidiary company in Singapore too handling the goods being transported by Translines Pte Ltd. Translines Pte Ltd has subsidiary companies in both Thailand and Malaysia to handle transport operations there.

(c) The contract signed between Translines Pte Ltd and Grendel Pte Ltd does not have any provisions stipulating which country should have jurisdiction to resolve matters and/or which law should apply to resolve such disputes.

(d) One unfortunate day, the convoy truck of Translines Pte Ltd transporting Grendel Pte Ltd’s silicon chips arrived at the Thai-Malaysian border when it collided with another truck that had strayed into its path. All the silicon chips were significantly damaged and the collision was so severe it caused the convoy truck to swerve, lose control and flip over.

(e) Grendel Pte Ltd now intends to sue Translines Pte Ltd for the damage of its silicon chips and the loss it will suffer now when it cannot make good on its delivery to its customers on account of the accident. Translines Pte Ltd argues that the accident was not its fault at all as it was the other truck that collided into its convoy truck.

(f) Grendel Pte Ltd argues that ran lines Pte Ltd’s convoy truck did contribute to the accident by not being on the careful lookout for the other truck. It also argues that the country and law for resolving this dispute is Malaysia since its base of operations is there. Translines Pte Ltd argues that the destination of the goods and the convoy truck was ultimately Singapore and therefore Singapore law and courts should hear the dispute. Alternatively, Translines Pte Ltd also argued that the accident happened on the Thai side of the Malaysian – Thai border and Thai law is then applicable.

If you are the Judge:

(1) state and explain briefly the various factors and principles that the Court must take into account before choosing the governing law in any case; and

(2) discuss the facts above and give your opinion as to which law should apply in this case – Singapore, Malaysia, or Thailand, or any other country. It is also VERY IMPORTANT that you raise questions and possibilities about what other facts may be useful in this transaction to solve the problem of forum selection.

Essay Question 3:

A. Facts:

1. Home Sweet Home Pte Ltd is a reputable contractor who deals with renovations and construction of houses.

2. Gavin recently purchased an old bungalow and wanted to make substantial repairs and renovations to it.

3. Gavin knew Starkey who was the managing director and founder of Home Sweet Home – they had been University friends.

4. Gavin engaged Home Sweet Home to renovate and repair the bungalow. He also wished to install a sophisticated home security system. He asked Starkey if Home Sweet Home could do it too, and Starkey said yes. Gavin also informed Starkey that, as the bungalow was old, there could be several changes to the electrical and plumbing, and this required detailed knowledge of both.

5. The contract was signed and agreed for S$200,000.00. Gavin paid S$20,000.00 upfront for Home Sweet Home to start the contract works, with progress payments to be made as work was done. The contract also stated that the bungalow will be handed over completed to Gavin in 3 months, subject to work being finalized.

6. For the security system to be installed, security rules demanded that Gavin as the owner must be present at the final installation and activation phase. Starkey would engage an outside sub-contractor to install the system.

B. Dispute:

1. After the 1st month, Home Sweet Home fell behind on the schedule. When Gavin called Starkey, he claimed that the company was hit by a sudden fall in the number of its workers, due to the Singapore Government’s unexpected tightening of labor laws in Singapore, which barred many workers from seeking extensions to their work visa. Starkey apologized but said the matter was quite out of his hands. He requested more time. Gavin reluctantly agreed.

2. When works started, Starkey contacted Gavin and claimed that, upon closer inspection, it was revealed that the old wiring and plumbing system would need more time to overhaul. Gavin was irritated and asked why Starkey had not discovered this earlier, but Starkey claimed that this could only be known if the workers started hacking deeper into the plumbing pit. Moreover, many electrical wires ran quite deep under the bungalow. Starkey said that this would take more time and money for which Gavin was not willing to accede to.

3. Upset and frustrated, Gavin stopped payment for the next progress phase. He also noted that the quality of work in some parts of the house was, in his layman opinion, not to his standard. However, Gavin did not communicate this to Starkey. Neither did he inform Starkey that he would be stopping payment. He merely stopped payment without any notice. In response, when Gavin refused to pay, Starkey called off renovation works. The parties reached a stalemate. Gavin then pointedly told Starkey that his workers were no longer allowed on the premises.

4. However, concurrently, the security system which had been ordered earlier was ready for installation and activation. When Starkey contacted Gavin several times to be present for the activation, he did not answer the phone. When he did, he claimed he was overseas and could not be there. Starkey explained to him that, without the owner’s presence, Home Sweet Home could not finalize the system and delays would increase costs. Gavin insisted Starkey had to wait.

5. Starkey, hoping to save money and time for Gavin, proceeded to inform the sub-contractor to activate the system anyway. Starkey’s workers entered the bungalow at the designated time to do so. Gavin discovered that they had done so despite him ordering them off the premises. He was livid and filed a police report for criminal trespassing and threatened to sue Home Sweet Home for delayed and unsatisfactory work.

6. Home Sweet Home countered by saying that, in its professional opinion, the works were satisfactory and of good quality. It was the delay in the wiring which could not have been discovered earlier unless the floor was hacked. Home Sweet Home also insisted that the initial delay in works was not their fault – it was the sudden tightening of labor laws that affected them and other renovation companies.

C. Conclusion:

1. After 3 months, Gavin was still unable to occupy his beloved home.

2. Starkey and Home Sweet Home were reluctant to continue further either because they were not confident of being paid by Gavin

3. One of their mutual friends suggested that since Gavin and Starkey had both been friends, they should consider mediation instead of litigation.

Questions:

1. You have now been appointed as the mediator for this matter. Use the 10 tips for effective Mediation discussed in the lecture and found in your power-point slides to formulate a strategy to mediate successfully between Home Sweet Home and Gavin.

2. To formulate such a strategy, it is useful to explain, in your answer, the following:

(a) pros and cons of each party’s case; and
(b) the mind frame that you would urge Gavin and Starkey to approach this mediation

Note: You should also include in your answer any other information you might require in mediating this matter.

Essay Question 4:

Donald Bump, a prominent US businessman and Gopal Kumar, a successful businessman in India, plans to enter into a joint venture involving Donald Bump’s patented technology in India. Donald Bump turns to you as his international lawyer for advice on the following:

(a) Donald Bump wants to ensure that when he moves his funds from the US to India, he can minimize fluctuations in the value of his money. Explain to him what can be done to avert the impact of fluctuation in the value of his money.

(b) What kind of clauses should both parties insert in the joint venture agreement to ensure that the value of their money is defined clearly and protected successfully, especially from the fluctuating economic and foreign exchange markets?

(c) As a foreign investor coming into India for the 1st time, what are the areas of concern you would advise Donald Bump to be aware of when investing in a host state?

(d) Finally, what are some of the terms and conditions you would insert into a Foreign Investment Agreement made between Donald Bump and the Indian Foreign Investment Bureau?