Foreign Labour Curbs
Should We Just Take The Hit?

Launched On 09th February 2017

In the Straits Times [18 Oct. 2014] “Foreign worker curbs could hit Singapore’s growth and competitiveness: IMF”

Productivity for Singapore means local companies must find ways to use innovation, training and technology to increase output. A high reliance on cheap unskilled foreign labour, foreign talent and multi national corporations (MNCs) is unsustainable.

The only viable solution for Singapore is to rely on improving the productivity of our local SMEs. Instead of complaining about the shortage of cheap unskilled foreign workers and other challenges; SMEs should think of alternatives.

Knowing how to use contracts can help the SMEs increase output. They can take advantage of at least 3 types of contracts which can enhance productivity :

1. Consortium Contracts
To reduce time and cost, local companies can consider consortiums with technology companies. This will reduce the time and cost of developing the actual technology. If companies learnt to negotiate such contracts, they can accelerate their deployment of the technology into their businesses.

2. Licensing Contracts
Instead of acquiring and developing a certain technology, a faster and cheaper way is to license the technology from companies who have already developed the technology. This is like “renting” the technology.

3. Outsource Service Contracts
Where the work does not require a physical person to be based in Singapore, companies can outsource in parts or in whole the work to foreign companies by using outsourcing service agreements. Such service agreements can be tweaked to have disputes resolved using Singapore laws as a reliable standard.

Visit for more information on the contracts.

You Cannot Drive Your Car And
Change Its Tyres At The Same Time

Launched On 06th February 2017

The above is a common saying, which describes a business owner who is concerned only with the day-to-day operations of his business, but who is not paying attention to the growth strategies of his own company.

Many SMEs do not appreciate the importance of “changing the tyres” from time to time. They view such exercises as a waste of their time and therefore lose the opportunity to make money. “Changing the tyres of a business” requires a business owner to plan and deliberately stop what he is doing for a while, reflect and plan for the next phase.

Without taking this time away from the day-to-day operations, business owners risk the future revenues of their own businesses. Moreover, this job cannot be delegated to someone like the General Manager or the Chief Operations Officer. This job lies squarely on the shoulders of the CEO or the boss of the company.

Usually, these business owners interact with lawyers only when their company is in trouble (i.e. When the “tyres” run flat). Very few are enlightened and have the discipline to bring their growth plans to their lawyer who can then advise them and help them build safeguards.

Unfortunately, many still tend to choose to wait until a disaster happens to engage the law firm. By which time, they face the prospects of huge legal fees on top of their economic woes. Why not take a safer route by planning for growth and engaging your lawyers before a disaster happens?

You can now do this via Vanillalaw™, which is an affordable software developed by VANILLALAW LLC.

Singapore As A Dispute Resolution Hub

Launched On 09th November 2016

Recently, 2 draft laws were introduced in the Singapore Parliament. They are part of an on-going effort to strengthen Singapore’s position as a premier international commercial dispute resolution hub, to draw more legal work here.

The Bills are the Civil Law (Amendment) Bill 2016 and the Mediation Bill 2016.

Civil Law (Amendment) Bill 2016

This Bill provides a framework for third-party funding in Singapore, to give businesses another financing option for international commercial arbitration.

Such funding facilities are a feature of major arbitration centres such as London, Paris and Geneva.

An agreement is sometimes made between a claimant and the non-party (who funds the suit) to split the damages awarded if the claim is successful. As it stands now, the agreement is not binding.

The Bill seeks to make it so by spelling out the qualifying criteria for an entity to provide such funding and allows for requirements to be imposed on it. Those that are non-compliant will not be able to enforce their rights under such funding agreements.

There is also a provision that in certain categories of proceedings, third-party funding contracts are not contrary to public policy or illegal. These categories will be set out in subsidiary legislation after the Bill comes into force; the first of such category is international arbitration and related proceedings.

Mediation Bill 2016

The Mediation Bill 2016 has been designed to support international commercial mediation by strengthening enforceability of mediated settlements.

It seeks to make it applicable to all types of mediation and will codify certain issues now dealt with under common law; examples are confidentiality of communications in the mediation context, which gives greater clarity for commercial parties who opt to conduct mediation here.

Key features of this Bill include ensuring parties’ legal positions in any court proceedings are preserved, pending the outcome of the mediation, and setting out the circumstances in which communications can be disclosed.

The amendment also seeks to make clear that the discussion of relevant law during mediation by foreign mediators and foreign-qualified counsel will not amount to the unauthorised practice of Singapore law.

Extensive closed and public consultations for the reforms of both Bills were carried out between March and July this year.

The proposed reforms come as Asia’s trade and business sectors continue to grow and regional demand for legal services, especially in the area of dispute resolution, is expected to rise.

Check out Vanillalaw™, your legal partner in business.

The Power Of Collaboration

Launched On 31st October 2016

If you rifle through a box of Lego blocks, you will find pieces with different stud configurations and colours. On their own they bear little meaning or context. However, if you are suitably skilled, these little blocks can be combined to make fantastic works of architecture.

Small businesses are like these Lego blocks. They share a simple and elegant idea that on their own they may appear trivial, but when combined properly, they can be formidable. Small businesses are self-sustaining and as such, there is also beauty in the idea of the economic freedom which it gives. However, many people do not realise that these small businesses can be combined to form very powerful conglomerates, joint ventures and/or alliances which can take on very big and ambitious projects.

For such combinations to happen, there are 3 simple factors to watch:-
a) Adopt a ‘win-win’ attitude. There is no point trying to exploit your alliance partners. It is not a zero sum game. Rather the objective is to hunt as a pack, so that the rewards are larger and can be shared around.
b) Have clear outcomes and rules which the group must agree to follow. These must be written down and signed.
c) Have clear rules on who is the project leader and how the rewards are to be shared.

VanillaLaw is designed to help small businesses realise their fullest potential by using collaboration agreements. Check us out at

Revenue And The Sources Of Revenue

Launched On 13th October 2016

Companies exist to make money. As such, all companies must have a business strategy which clearly articulates their sources of revenue. However, and as corporate lawyers, we discovered most SMEs do not have a clear strategy to secure the sources of revenue. Even if they do, they do not have a good follow up action to protect these sources of revenue.

Imagine a company like an ocean going ship. In order for you to make money, the ship has to sail. But each voyage presents various risks and dangers to the ship and its cargo. Therefore, a prudent shipper will choose the right type of ship and crew for the voyage, after weighing the opportunities against the risks.

There are various company structures available in law. It takes a lot of skill and experience to choose the right structure to balance the opportunities and risks of the business. There are also many different types of contractual relationships between companies, institutions and people. Again, matching the right agreement to the right revenue objectives of the business takes skill and experience.

Why let opportunities be lost by poor company structures and agreements? Moreover, poor structures and agreements puts your company at risk.

Check out Vanillalaw™, your legal partner in business.

Business Is Non- Binary

Launched On 30th August 2016

Having practised litigation work for more than 25 years, one would not be wrong to reduce the work to this simple formula: Someone has to win and someone has to lose. This is “binary”, meaning it is either a “1” or “0”.

However, this approach to contracts negotiation is not only unhelpful but “toxic”. We often hear our clients wanting to conduct contractual negotiations without lawyers because they believe that lawyers are “deal breakers”. There may be some truth to this.

As lawyers, we are trained to compete like gladiators. This “gladiatorial” approach to contracts negotiation leads to 1 inch thick draft legal agreements that are so watertight and so weighed in favour of one party that no relationship can ever be formed.

This problem does not fall squarely on the shoulders of lawyers alone. We have come across clients who deliberately want their lawyers to draft such one-sided agreements as they believe that they are so “big” that everyone else will have to take their terms, otherwise risk losing the business opportunity altogether.

We have always maintained that ‘BUSINESS IS ABOUT RELATIONSHIPS’

In order to foster and grow any relationship, we believe that all draft contracts should start on a’as neutral a basis’ This is so that the other party has some room to ‘win’ as well. This approach is often referred to as a “win-win” approach. In fact, it takes more skill to draft such “win-win” contracts. Your lawyer will be required to exercise all his skill and experience to balance your interests against what you might have to give up, without exposing you to unreasonable risks.

Vanillalaw™ agreements reflect those values and wisdom honed through more than 25 years of ground experience. Even so, no template can ever achieve the level of refinement as those which comes from the minds and hands of experienced lawyers. A well drafted and balanced first draft will go a lot to save the time and costs of the master craftsman.

Call the Vanillalaw™ team at +65 62222 535 to find out more about our price plans

The California Fitness Saga- What We Can Learn From Futures Contracts

Launched On 22nd July 2016

In the 17th century, there was a period called the “Dutch Golden Age”. At the height of Tulip Mania, the contract price for bulbs of tulip reached such extraordinary prices that those prices did not reflect the actual value of the bulb of tulip.

Despite the high prices, there was a mad rush to sign contracts to buy bulbs of tulips When the bubble burst, many people lost their money.

In the California Fitness Saga, customers contracted to pay in advance for future services to be offered by the club. Unfortunately, that future turned out rather sour and people also lost their money.

In terms of risk, there is really no difference between the 2 types of contracts. They all share a common risk of entering into contracts and paying monies in the present time for a perceived future service.

In the case of Tulip Mania, it was the future of an increase in the price of the bulbs of tulips. In the case, of California Fitness it was a future promise to deliver fitness related services.

Like future price fluctuations, the market must accept there are risks attached to future delivery of services. That is why the customer gets a discount for assuming and contracting for that risk. Price fluctuation patterns are required to be disclosed to the public as such fluctuations have a major impact on the public’s decision. How does one disclose factors regarding the risky non-provision of future services?

The simple answer is corporate governance. Companies who value good corporate governance practices and keep good documentation generally indicate they are in good health and shape. But beware that good corporate governance goes beyond a popular brand. If you are required to look under complicated layers to discover the health of any company, that usually means they have things to hide.

Consult Us the next time you want to enter into any futures contracts with any company.

Value vs Costs

Launched On 13th July 2016

We have often heard: Singaporeans know the COSTS of everything but do not know the VALUE of anything.

This is a criticism of our small mindedness and small businesses. What then is the meaning of VALUE? There is no easy answer, but most experts will agree that value must be the maximum price a customer will pay for an item or service.This begs the next question: What more can we add to the product/ service to make a customer be willing to pay more?

Research has shown that customers will be willing to pay more for an item/ service for any one or combination of reasons, but not exclusively limited to these reasons:
A) If the item or service is perceived as the highest quality or best in class
B) If the item or service addresses the needs of the customer most precisely
C) If the item or service offers the most time saving and fastest delivery
D) If the production of the item or service is cost effective, that it offers the customer the best resale value.

If our national objective is to drive the capability and productivity of our small businesses, we must each learn to negotiate better contractual terms, which incorporates the values a customer is willing to pay for and not merely negotiate terms based on offering the lowest price in the market.

Which do you think is a more profitable and more productive company? The Chinese manufacturing company selling USD 10 per shoe it makes to Nike or Nike selling to the market the same pair of shoes for USD 100?

Consult Us on your business deal.


Launched On 08th June 2016

Why do diamonds cost more than water? This was the question posed by Adam Smith when he observed that water is actually more essential to our life than a useless piece of diamond, yet a diamond will always cost more than water.

The answer lies in what economist call THE VALUE OF THE BUSINESS.

Water is only valuable when you are in a desert and thirsty. But if there is alot more water available and you are able to use the excess water to wash the dog and car, water is almost valueless.

On the other hand, the more diamonds you possess and own, the more it reflects you are wealthy, hence the value of diamonds increase.

Value is therefore subjective and contextual. The Singapore Business Federation has set up the SME committee to look into the issue of “value creation”. SMEs should re-look at their internal business strategies. They must stop competing base on price. Instead, learn to deliver services and goods like “diamonds” which people want and value.

What is the real value of a contract? It cannot be just the cost of the paper and ink. The real value of a good contract is the know-how to structure it in such a way, as to increase the profit you make and reduce the risk you take in making that profit.

Choose VanillaLaw, because we understand your business value.


Launched On 01st June 2016

In the Straits Times [21 May 2016] – Singaporeans were urged to ‘Embed Mediation In DNA’. This was similarly embraced by the Law Society and the Courts.

Lawyers are now encouraged to use mediation as a primary dispute resolution option. VANILLALAW LLC has also embraced this. We learned from our small and medium business clients that going to court is to be avoided at all cost.

Recently, we successfully concluded 3 very contentious matter through the Singapore Mediation Centre (‘SMC’). Our agreements in VanillaLaw have embedded clauses which makes mediation as the primary dispute resolution option.

To see an example of a mediation resolution clause call us for a demo of VanillaLaw. (+65 62222535)

What is Reverse Takeover ?

Launched On 25th May 2016

In the TODAY newspapers [19 May 2016], the main board listed company Jeya Holdings announced a reverse take- over of a micro lending company called PNG.

What is a “reversetake-over”[RTO]? This happens when a private company swaps its shares for the shares of a public listed company (‘PLC’).

In this case, PNG is a private company and its shareholders agreed to exchange their shares for majority shares in Jeya (a PLC).

In an economic downturn, PLCs either de-list (like OSIM) or they wait for private companies to do a RTO. The significance of this is that small privately owned businesses with money or who can raise funds amongst their private shareholders are able to “buy” up these public listed companies, either by de-listing them or to keep them listed on the stock exchange.