Jing Heng Pte Ltd (JHPL) is a company incorporated in Singapore in 2013. It had a...

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Jing Heng Pte Ltd ("JHPL") is a company incorporated in Singapore in 2013. It had a Memorandum and Articles of Association that had not been amended since the date of its incorporation. The Board of Directors of JHPL heard that the Companies Act was amended in 2014 and the Memorandum and Articles of Association were renamed as the Constitution and the changes became effective on 3 Jan 2016. In its Memorandum, JHPL has an objects clause. The objects clause states that JHPL is "To carry on the business of processing, farming, manufacturing, distributorship, as an agent, broker, factors, stockist, importer and otherwise deal in all kinds of organic and non-organic foods products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificially-flavoured drinks, condensed milk and drinking products of all kinds and other consumable product and by-products of every description for human consumption." It is also specifically provided that JHPL may not carry on any other business not specified in the objects clause. In 2023, the Board of Directors of JHPL signed a joint venture contract with Super Cars Pte Ltd ("SCPL") to operate a chain of car repair workshops. Some of the shareholders of JHPL were against the move. Advise the Board of Directors of JHPL on the following matters. Required: (a) (b) Discuss, using statutory provision(s), the position of JHPL's Memorandum and Articles of Association if JHPL has not amended or replaced them since the commencement of the changes to the Companies Act in 2014. (11 marks) Discuss (i) the legal nature of the company's Constitution and the validity of the joint venture contract between JHPL in the light of the Constitution and (ii) whether SCPL could enforce the contract against JHPL if JHPL subsequently failed to perform the contract. (34 marks) Please support your answers with relevant statutory provisions and cases. Jing Heng Pte Ltd ("JHPL") is a company incorporated in Singapore in 2013. It had a Memorandum and Articles of Association that had not been amended since the date of its incorporation. The Board of Directors of JHPL heard that the Companies Act was amended in 2014 and the Memorandum and Articles of Association were renamed as the Constitution and the changes became effective on 3 Jan 2016. In its Memorandum, JHPL has an objects clause. The objects clause states that JHPL is "To carry on the business of processing, farming, manufacturing, distributorship, as an agent, broker, factors, stockist, importer and otherwise deal in all kinds of organic and non-organic foods products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificially-flavoured drinks, condensed milk and drinking products of all kinds and other consumable product and by-products of every description for human consumption." It is also specifically provided that JHPL may not carry on any other business not specified in the objects clause. In 2023, the Board of Directors of JHPL signed a joint venture contract with Super Cars Pte Ltd ("SCPL") to operate a chain of car repair workshops. Some of the shareholders of JHPL were against the move. Advise the Board of Directors of JHPL on the following matters. Required: (a) (b) Discuss, using statutory provision(s), the position of JHPL's Memorandum and Articles of Association if JHPL has not amended or replaced them since the commencement of the changes to the Companies Act in 2014. (11 marks) Discuss (i) the legal nature of the company's Constitution and the validity of the joint venture contract between JHPL in the light of the Constitution and (ii) whether SCPL could enforce the contract against JHPL if JHPL subsequently failed to perform the contract. (34 marks) Please support your answers with relevant statutory provisions and cases.

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a If JHPL has not amended or replaced its Memorandum and Articles of Association since the commencement of the changes to the Companies Act in 2014 th... View the full answer