A Handshake Is a Promise
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A Handshake is a Promise
Joshua Ng and Priyansh Shah
INTRODUCTION
The doctrine of consideration serves a pivotal function in contract law. Notwithstanding the fact
that parties have exchanged offer and acceptance, and notwithstanding the fact that they have an
intention to enter into legal relations, contractual obligations do not arise until parties have
provided valid consideration to each other. At the same time, there is significant debate about the
exact nature of this function. Some, like Atiyah, argue that 'consideration' is merely a moniker for
any good reason to enforce a promise.' Others, like Fuller, refer to the role of consideration as
evincing that a promise was actually made, the promisor took care in making it, and understood
its consequences.2
It is amidst this backdrop that Sunrise Industries India Limited v PT OKI Pulp and Paper Mills [2023]
SGHC 3 ('Sunrise') was decided. The case was an opportunity for the High Court to apply the
Court of Appeal decision in Ma Hongiin v SCP Holdings Pte Ltd [2020] SGCA 106 ('Ma Hongiin'),
and to shed light on the role of consideration in Singaporean law. In this case note, we examine
the decision in Sunrise, and what it tells us about the function of consideration in Singapore. We
then compare this to the role of consideration in English contract law, as seen in Foakes v Beer
(1884) 9 App Cas 605 ('Foaes') and Williams v Roffy Bros & Nicholls (Contractors) Ltd [1991] 1 QB
1 ('Williams') cases that were also considered in Sunrise itself. Ultimately, we submit that Sunrise
demonstrates that consideration serves a primarily evidentiary function in Singapore law, serving
as a marker that parties have willingly struck a bargain after negotiation. However, this is not
perfectly mirrored in English law although consideration also serves an evidentiary function, it
is to evidence that parties have agreed to the bargain in a fair manner.
A. The facts in Sunrise and Williams
It is first necessary to lay out the facts in Sunrise. The defendant Sunrise was a manufacturer of
fittings like pipes and thermostats, and entered into a contract with the plaintiff OKI for the supply
1 Patrick Atiyah, 'Consideration in Contracts: A Fundamental Restatement' in Essays on Contract (OUP 1986), 181 -
182
2 Lon L Fuller, 'Consideration and Form' (1941) 41 Columbia Law Review 799; see also Chen-Wishart, 'In Defence
of Consideration' (2013) 13 OUCJL 209, 211 - 212
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A Handshake Is a Promise
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