A dispute in the Gelephu Mindfulness City is decided in a common law system with an independent judiciary, so the first questions are which law applies, which forum will hear it and what remedy the relevant Act gives. Basnet Law Pte. Ltd. is the first incorporated law firm in GMC. We advise on commercial, shareholder and regulatory disputes under a legal system that the Royal Charter requires to be based on common law principles, and we draft the dispute clauses that will work in a GMC contract. This page explains how disputes are resolved here and how we act in one.
Our legal advisory
- Advising on governing law and jurisdiction clauses for GMC-law contracts, including arbitration agreements, which the Unfair Contract Terms Act 2026 does not treat as exclusion clauses.
- Shareholder disputes: oppression applications under the Companies Act 2025 and derivative actions brought with leave in the company's name.
- Claims arising from unlicensed financial activity, where agreements are unenforceable and money is recoverable under the Financial Services Act 2025, and prospectus compensation claims.
- Sale of goods claims: actions for the price, non-acceptance and non-delivery, and breach of warranty under the Sale of Goods Act 2026.
- Challenging exclusion and limitation clauses under the reasonableness test in the Unfair Contract Terms Act 2026.
- Regulatory complaints and enforcement, including complaints handling standards under the GEN Rulebook 2026.
- Creditor and restructuring matters under the Insolvency, Restructuring and Dissolution Act 2018 as applied by Schedule A to the Application of Laws Act 2024.
How GMC dispute resolution law works, in plain terms
The Royal Charter No. 1 of 2024 gives GMC "executive, legislative and independent judicial authority" including final adjudication, and directs the GMC Authority to establish an independent judiciary and a legal system based on common law principles. The Application of Laws Act 2024 supplies the substantive law: the received common law and equity of established common law jurisdictions applies so far as suited to GMC's circumstances and subject to GMC enactments. For matters not covered, the applied general law is presumptive in civil and commercial matters, and the GMC Authority administers and enforces. GMC courts and counsel can draw on the precedents of every common law jurisdiction, so parties have a settled body of case law to reason from.
The GMC Acts refer to "the court" for specific remedies. A member may apply to the court where the company's affairs are conducted in a manner "oppressive to one or more of the members" or in disregard of their interests, and the court may make such order as it thinks fit. The Companies Act 2025 also allows a complainant, with leave, to bring an action or arbitration in the company's name, and compromises with creditors or members can be sanctioned by the court.
In financial services, an agreement made in breach of the General Prohibition is unenforceable against the other party, who may recover money and compensation, with the compensation fixed by agreement or by the Court. Misleading statements made to induce investment are a contravention under the Financial Services Act 2025.
For contracts made on or after 15 June 2026, the Unfair Contract Terms Act 2026 applies. Liability for death or personal injury from negligence cannot be excluded, and other exclusions must satisfy the reasonableness test, with the burden on the party relying on the term. The Act applies despite a foreign governing law where the term was imposed mainly to evade it. We advise on the recognition of foreign judgments and arbitral awards case by case.
Who this is for
- Shareholders and directors in dispute over a GMC company.
- Counterparties to GMC-law commercial and financing contracts.
- Investors and customers dealing with unlicensed or misleading financial conduct.
- General counsel drafting dispute clauses for GMC contracts.
How a legal advisory engagement runs
- Early assessment. We fix the governing law, the forum, the applicable Act and the remedies available, so you know where you stand.
- Strategy. We choose between negotiation, a regulatory complaint, a court application or arbitration.
- Evidence and pleadings. We build the case around the statutory ground, whether that is oppression or an unenforceable agreement.
- Hearing or settlement. We conduct the matter and prepare the settlement documentation.
- Enforcement. We take the orders, security and recovery steps needed in GMC to make a result real.
Frequently asked questions
What law applies to a commercial dispute in GMC?
GMC enactments first, then the received common law and equity under the Application of Laws Act 2024, with the applied general law presumptive for civil and commercial matters not otherwise covered. We identify the governing law before anything else.
Can I include an arbitration clause in a GMC-law contract?
Yes. The Unfair Contract Terms Act 2026 expressly does not treat an agreement to submit to arbitration as an exclusion clause, and we draft it to work.
What remedies does a minority shareholder have?
An oppression application under the Companies Act 2025, where the court may direct or prohibit acts, regulate the company's affairs or make other orders, and a derivative action brought with leave. We match the remedy to the conduct.
Can I recover money paid to an unlicensed firm?
Yes. The agreement is unenforceable against you and you may recover money or property paid plus compensation under the Financial Services Act 2025, subject to the Court's discretion. We assess the prospects of recovery at the outset.
Will my contract's exclusion clause hold up?
Only if it satisfies the reasonableness test in the Unfair Contract Terms Act 2026 for contracts made on or after 15 June 2026. The First Schedule exempts certain contracts, including insurance and interests in land, and we advise on which side of the line you are.
Contact
Basnet Law Pte. Ltd. is the first law firm incorporated in the Gelephu Mindfulness City.
You may contact Basnet Law at basnet@basnetgmc.com or office@basnetgmc.com for any legal queries related to GMC.
