Guy Carpenter & Co Pte Ltd v Choi Okmi and others [2025] SGHC 241

Case Details

• Citation: [2025] SGHC 241
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 3 December 2025
• Coram: Mohamed Faizal JC
• Case Number: Originating Claim No 312 of 2022
• Hearing Date(s): 20–23 May, 2 June, 1–4, 15, 16 July, 1 September 2025
• Claimants / Plaintiffs: Guy Carpenter & Company Pte Ltd
• Respondent / Defendant: Choi Okmi (First Defendant); Lee Dong Yeol (Second Defendant); LK Insurance Services Co Ltd (Third Defendant); LK Re Pte Ltd (Fourth Defendant)
• Practice Areas: Tort — Conspiracy — Unlawful means conspiracy; Breach of Confidence; Employment Law — Restrictive Covenants; Inducement of Breach of Contract

Summary

The judgment in Guy Carpenter & Co Pte Ltd v Choi Okmi and others [2025] SGHC 241 represents a comprehensive judicial examination of the boundaries of employee loyalty, the enforceability of restrictive covenants in the reinsurance sector, and the evidentiary requirements for establishing an unlawful means conspiracy. The dispute arose from the departure of two key employees—Choi Okmi (a Senior Vice-President) and Lee Dong Yeol (a junior broker)—from the Claimant, a prominent reinsurance broker, to join a newly established competitor, LK Re Pte Ltd (the Fourth Defendant), which was the Singapore subsidiary of the Third Defendant, a South Korean entity. The Claimant alleged that the Defendants engaged in a coordinated effort to divert its "domestic warehouse risks" business, leveraging confidential information and breaching contractual obligations to secure a "springboard" advantage for the new venture.

Mohamed Faizal JC, presiding over the General Division of the High Court, was tasked with navigating a complex factual matrix involving allegations of clandestine business diversion occurring while the First and Second Defendants were still in the Claimant's employ. A significant procedural threshold addressed by the Court concerned the interpretation of Section 139 of the Evidence Act 1893, specifically the right of co-defendants to cross-examine each other's witnesses. The Court clarified that such a right is contingent upon the existence of "adverse interests" between the co-defendants, a finding that has immediate implications for multi-party litigation strategy in Singapore.

Substantively, the Court applied the modified I-Admin test for breach of confidence, scrutinizing whether the information regarding client lists and pricing structures possessed the necessary quality of confidence and whether the Defendants' consciences were affected. Furthermore, the Court conducted a rigorous analysis of the restrictive covenants—non-solicitation, non-dealing, and non-enticement—under the Man Financial framework. The judgment reinforces the principle that while employees are entitled to prepare for future competition, they cannot do so by utilizing the employer's proprietary trade connections or confidential data to undermine the employer's business before or immediately after their departure.

Ultimately, the Court found in favor of the Claimant on the primary heads of claim, including breach of contract, breach of confidence, and unlawful means conspiracy. The decision resulted in a significant monetary award of S$1,327,826.49, reflecting the loss of business diverted to the Fourth Defendant. This case serves as a stern reminder to practitioners and corporate entities alike that the Singapore courts will not hesitate to intervene where competitive maneuvers cross the threshold into unlawful conduct, particularly when such conduct involves the systematic exploitation of an employer's internal resources and client relationships.

Timeline of Events

1. 29 January 2021: Initial events leading to the formation of the competing venture begin to materialize.
2. 6 April 2021: Preparatory steps for the incorporation of the Fourth Defendant are undertaken.
3. 8 April 2021: LK Re Pte Ltd (the Fourth Defendant) is officially incorporated in Singapore.
4. 2 August 2021: Internal communications and coordination between the Defendants regarding the diversion of business intensify.
5. 10 November 2021: Further preparatory acts are recorded in the factual matrix.
6. 12 November 2021: Critical dates regarding the First Defendant's employment status and contractual obligations are highlighted.
7. 15 November 2021: The First Defendant tenders her resignation to the Claimant.
8. 19 November 2021: The Second Defendant tenders his resignation to the Claimant.
9. 22 November 2021: Discussions regarding the transition of the "domestic warehouse risks" business are documented.
10. 26 November 2021: Continued coordination between the First Defendant and the Third/Fourth Defendants.
11. 30 November 2021: The end of a specific operational period for the Claimant's Korean business desk.
12. 1 December 2021: The First Defendant begins her notice period, during which she is alleged to have continued diverting business.
13. 28 December 2021: Specific instances of business solicitation by the Defendants are identified.
14. 30 December 2021: Further evidence of the Defendants' combination to compete unfairly is recorded.
15. 31 December 2021: Conclusion of the 2021 calendar year, by which time significant business had been diverted.
16. 4 January 2022: The Second Defendant's notice period and subsequent transition to the Fourth Defendant are formalized.
17. 11 January 2022: Communications between the Defendants regarding the "domestic warehouse risks" accounts.
18. 17 January 2022: Evidence of the Defendants' use of the Claimant's confidential information is noted.
19. 19 January 2022: The Fourth Defendant actively engages with the Claimant's former clients.
20. 31 January 2022: The First Defendant's formal employment with the Claimant continues through the notice period.
21. 9 February 2022: Documentation of the Fourth Defendant's successful acquisition of the diverted accounts.
22. 28 February 2022: The Second Defendant's employment with the Claimant officially terminates.
23. 1 March 2022: The Second Defendant commences official employment with the Fourth Defendant.
24. 22 March 2022: Final transition steps for the First Defendant.
25. 31 March 2022: The First Defendant's employment with the Claimant officially terminates.
26. 1 April 2022: The First Defendant commences official employment with the Fourth Defendant.
27. 4 April 2022: The Claimant identifies the full extent of the business loss.
28. 14 May 2022: Legal proceedings are initiated or formal demands are made.
29. 16 May 2022: The Claimant files Originating Claim No 312 of 2022.
30. 13 September 2022: Procedural milestones in the litigation, including the filing of the Statement of Claim.
31. 3 November 2022: Filing of the Defence and Counterclaim by the Defendants.
32. 18 April 2023: Further interlocutory developments in the case.
33. 7 August 2023: Evidence gathering and discovery phases continue.
34. 10 June 2024: Pre-trial conferences and finalization of the Joint Bundle.
35. 20 May 2025: Substantive hearing commences before Mohamed Faizal JC.
36. 1 September 2025: Conclusion of the substantive hearing.
37. 3 December 2025: Judgment delivered by the High Court.

What Were the Facts of This Case?

The Claimant, Guy Carpenter & Company Pte Ltd, is a leading reinsurance broker in Singapore, specializing in facultative and treaty reinsurance. Reinsurance brokers act as intermediaries, placing risks from primary insurers with reinsurers. A significant portion of the Claimant's business involved the "domestic warehouse risks" sector in South Korea, a niche market requiring specialized knowledge and established relationships with Korean insurers and global reinsurers. The First Defendant, Choi Okmi, was a Senior Vice-President at the Claimant and the primary relationship manager for these Korean accounts. The Second Defendant, Lee Dong Yeol, was a junior broker who assisted Choi. Both were subject to employment contracts containing restrictive covenants and confidentiality obligations.

The Third Defendant, LK Insurance Services Co Ltd, is a South Korean reinsurance brokerage. In early 2021, the Third Defendant sought to expand its footprint into the Singapore market. On 8 April 2021, the Fourth Defendant, LK Re Pte Ltd, was incorporated in Singapore as a subsidiary of the Third Defendant. The Claimant's case was built on the premise that the First and Second Defendants, while still employed by the Claimant, conspired with the Third and Fourth Defendants to transfer the lucrative domestic warehouse risks business to the new Singapore entity. The Claimant alleged that this was not a case of fair competition but a systematic diversion achieved through the breach of fiduciary duties, contractual terms, and the misuse of confidential information.

The factual matrix revealed that the First Defendant tendered her resignation on 15 November 2021, followed by the Second Defendant on 19 November 2021. Their notice periods extended into early 2022, with the First Defendant officially leaving on 31 March 2022 and the Second Defendant on 28 February 2022. However, the Claimant produced evidence suggesting that the diversion began much earlier. Specifically, the Claimant pointed to communications as early as 2 August 2021 and 10 November 2021, which indicated that the First Defendant was already coordinating with the Third Defendant to set up the Fourth Defendant's operations and ensure that clients would move their business to the new entity upon her departure.

Central to the dispute was the "domestic warehouse risks" portfolio. The Claimant argued that the First Defendant used her position of trust to influence clients to move their business. The Defendants contended that the clients moved of their own volition due to their personal relationship with the First Defendant and that the information used was part of the First Defendant's general "skill and experience" rather than protectable confidential information. The Claimant, however, identified specific documents and data—including client contact details, historical pricing, and renewal dates—that were allegedly misappropriated. The Claimant also alleged that the Second Defendant assisted the First Defendant in this process, acting under her direction to facilitate the transfer of files and information to the Fourth Defendant.

The procedural history of the case was marked by a contentious discovery process and a multi-day trial. The Claimant sought damages for loss of profits, an account of profits, and injunctive relief to prevent further use of its confidential information. The Defendants denied all allegations, asserting that their actions constituted legitimate preparatory steps for future employment and that the restrictive covenants were unenforceable as they amounted to an unreasonable restraint of trade. The Fourth Defendant, in particular, argued that it was a separate legal entity and that any actions taken by the First and Second Defendants prior to their official start dates could not be attributed to it. The Third Defendant similarly denied inducing any breach of contract or participating in a conspiracy.

The evidence presented at trial included a vast array of emails, WhatsApp messages, and internal documents from both the Claimant and the Fourth Defendant. These documents provided a granular view of the timeline, showing that the Fourth Defendant had already secured several of the Claimant's key accounts by the time the First Defendant officially joined on 1 April 2022. The Claimant quantified its loss at S$1,327,826.49, representing the brokerage fees it would have earned had the domestic warehouse risks business remained with it through the 2021-2022 renewal cycle. The Court was thus required to determine whether this loss was the result of actionable legal wrongs or merely the inevitable consequence of key personnel moving in a relationship-driven industry.

What Were the Key Legal Issues?

The resolution of this dispute required the Court to address several critical legal issues, each with significant implications for employment and commercial law in Singapore. The first issue was a procedural one: the interpretation of Section 139 of the Evidence Act 1893. The Claimant challenged the right of the Defendants to cross-examine each other's witnesses, arguing that such a right only exists where the parties' interests are truly adverse. This required the Court to define the parameters of "adverse interest" in the context of co-defendants who are also alleged co-conspirators.

The second major issue concerned the Breach of Confidence. The Court had to apply the framework established in I-Admin (Singapore) Pte Ltd v Hong Ying Ting [2020] 1 SLR 1130. This involved determining whether the information diverted (client lists, pricing, and renewal data) possessed the "necessary quality of confidence" and whether it was imparted in circumstances importing an obligation of confidence. A key sub-issue was whether the information constituted the "skill and experience" of the employee, which is not protectable, as discussed in Clearlab SG Pte Ltd v Ting Chong Chai [2015] 1 SLR 163.

The third issue was the Enforceability of Restrictive Covenants. The Claimant relied on non-solicitation, non-dealing, and non-enticement clauses in the employment contracts of the First and Second Defendants. The Court had to evaluate these under the Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] 1 SLR(R) 663 test: (a) whether the covenants protected a legitimate proprietary interest (such as trade connections); and (b) whether they were reasonable in the interests of the parties and the public. The Defendants argued that the clauses were too broad and served only to stifle competition.

The fourth issue was the Tort of Inducement of Breach of Contract. The Claimant alleged that the Third and Fourth Defendants knowingly and intentionally induced the First and Second Defendants to breach their employment contracts. This required proof of knowledge of the contract, an intention to induce a breach, and actual damage resulting from the breach. The Court had to determine if the corporate Defendants' recruitment and operational setup crossed the line into unlawful inducement.

Finally, the Court addressed the Unlawful Means Conspiracy. Following EFT Holdings, Inc v Marinteknik Shipbuilders (S) Pte Ltd [2014] 1 SLR 860, the Claimant had to prove: (a) a combination of two or more persons; (b) an intention to cause damage to the Claimant; (c) the use of unlawful means; (d) acts done in furtherance of the conspiracy; and (e) resulting damage. The "unlawful means" in this case were the alleged breaches of contract and confidence. The Court had to decide if the Defendants' coordinated actions met this high threshold of liability.

How Did the Court Analyse the Issues?

The Court's analysis began with the procedural challenge under the Evidence Act 1893. Mohamed Faizal JC examined Section 139, which defines cross-examination as the examination of a witness by the "adverse party." The Claimant argued that because the Defendants were aligned in their defense against the conspiracy claim, they were not "adverse" and thus could not cross-examine each other. The Court, citing [2022] SGHC 161 and Lee Kuan Yew v Tang Liang Hong [1997] 2 SLR(R) 141, held that the right to cross-examine a co-defendant only arises when there is a "real conflict of interest" or where the co-defendant's evidence is "adverse to the interest" of the party seeking to cross-examine. The JC observed at [24] that "a defendant can cross-examine a co-defendant only when the interest of co-defendant is adverse to the interests of the former." Finding no such adversity in the present case, the Court restricted the Defendants' ability to ask leading questions to each other's witnesses.

On the Breach of Confidence, the Court applied the I-Admin test. The Claimant identified specific categories of information, including "client lists, contact persons, and historical pricing." The Court found that this information was not public and had been compiled through the Claimant's efforts, thus possessing the necessary quality of confidence. The JC distinguished this from Clearlab SG Pte Ltd v Ting Chong Chai [2015] 1 SLR 163, noting at [103] that while some information might be the product of skill and experience, the systematic extraction and use of detailed client data for a competitor went beyond what an employee is entitled to take. The Court held that the First Defendant's conscience was affected because she knew the information was proprietary and used it specifically to benefit the Fourth Defendant before her employment with the Claimant had even ended.

Regarding the Restrictive Covenants, the Court applied the Man Financial framework. The JC first identified the legitimate proprietary interest: the Claimant's trade connections with its Korean clients. The Court noted that in the reinsurance industry, these connections are vital. At [121], the JC cited Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012] 4 SLR 308, affirming that trade connections are a recognized interest. The Court then assessed the reasonableness of the non-solicitation and non-dealing clauses. The JC found that a duration of 12 months (as specified in the contracts) was reasonable given the annual renewal cycle of the reinsurance contracts. The JC rejected the Defendants' argument that the clauses were a "monopoly" on the market, citing [2018] SGHC 85 to emphasize that such clauses are enforceable if they protect specific client relationships rather than general competition.

The analysis of Inducement of Breach of Contract focused on the Third and Fourth Defendants' roles. The Court found that they were aware of the First and Second Defendants' employment contracts and the restrictive covenants therein. By providing the platform and incentives for the First Defendant to move the "domestic warehouse risks" business while she was still under notice, the corporate Defendants had intentionally induced the breach. The JC noted that the Fourth Defendant's incorporation on 8 April 2021 was a key step in this inducement, providing the vehicle through which the diverted business could be processed.

Finally, the Court addressed the Unlawful Means Conspiracy. The JC found that the five elements from EFT Holdings were satisfied. There was a clear "combination" between the First, Second, Third, and Fourth Defendants. The JC observed at [158], citing [2025] SGHC 166, that "a court may often be required to find evidence of combination" through inferences from the parties' conduct. The "unlawful means" were the breaches of contract and confidence already established. The intent to injure the Claimant was inferred from the fact that the Defendants' primary goal was to capture the Claimant's specific "domestic warehouse risks" portfolio, which they knew would result in a direct loss of revenue for the Claimant. The JC concluded at [163] that "as long as one of the conspirators committed an unlawful act," the requirement for unlawful means was met, citing [2017] SGHC 241.

"Having allowed the following claims, I find that the requirements for unlawful means conspiracy are satisfied... the Defendants combined to carry out acts in furtherance of competing with the Claimant's domestic warehouse risks business, with the intention to cause damage to the Claimant." (at [163]-[164])

What Was the Outcome?

The Court ruled substantially in favor of the Claimant, finding the Defendants liable for breach of contract, breach of confidence, inducement of breach of contract, and unlawful means conspiracy. The First and Second Defendants were found to have breached their duties of good faith and fidelity, as well as their express restrictive covenants. The Third and Fourth Defendants were held liable for inducing those breaches and for participating in the conspiracy to divert the Claimant's business.

The Court awarded the Claimant damages in the sum of S$1,327,826.49 (or the equivalent US$1,327,826.49). This quantum was calculated based on the loss of brokerage fees from the diverted domestic warehouse risks accounts for the relevant renewal period. The JC determined that this amount accurately reflected the "but for" loss suffered by the Claimant due to the Defendants' unlawful actions. The liability for this sum was joint and several among all four Defendants, given their participation in the conspiracy.

In addition to the monetary award, the Court granted injunctive relief. The Defendants were restrained from further using or disclosing the Claimant's confidential information. The JC emphasized that such an injunction was necessary to prevent the Defendants from continuing to enjoy the "springboard" advantage gained through their initial breaches. The Court also addressed the issue of costs, ordering the Defendants to pay the Claimant's costs of the action, to be taxed if not agreed. The JC's operative conclusion was as follows:

"I find that the First and Second Defendants breached their employment contracts and their duties of confidence. The Third and Fourth Defendants induced these breaches. Furthermore, all Defendants are liable in unlawful means conspiracy. I award the Claimant damages in the sum of S$1,327,826.49." (at [278])

The Court dismissed the Defendants' counterclaims, finding no merit in their assertions that the Claimant had acted in bad faith or that the restrictive covenants were void. The judgment effectively restored the Claimant to the position it would have been in had the unlawful diversion not occurred, while sending a clear signal regarding the enforceability of post-employment obligations in the financial services sector.

Why Does This Case Matter?

This judgment is a significant addition to Singapore's jurisprudence on the "springboard doctrine" and the limits of employee preparation for competition. It clarifies that while the law encourages competition and the mobility of labor, it does not permit employees to use their current employer's resources to build a competing business "from the inside." The Court's detailed analysis of the I-Admin framework in a commercial context provides practitioners with a clear roadmap for identifying protectable confidential information versus an employee's general skill and experience. By rejecting the "skill and experience" defense for the systematic use of client lists and pricing data, the Court has strengthened the protection afforded to proprietary business data.

Furthermore, the case provides essential guidance on the procedural aspects of multi-party litigation. The Court's ruling on Section 139(2) of the Evidence Act 1893 is a vital precedent for trial lawyers. It establishes that co-defendants cannot use cross-examination as a tool to bolster each other's cases through leading questions unless they can demonstrate a genuine adversity of interest. This prevents co-conspirators from "gaming" the evidentiary process and ensures that the truth-seeking function of cross-examination is preserved.

In the realm of contract law, the decision reinforces the enforceability of restrictive covenants in relationship-based industries like reinsurance. The JC's acceptance of a 12-month non-solicitation period as reasonable—linked specifically to the industry's annual renewal cycle—demonstrates a commercially sensible approach to the "reasonableness" test. This provides greater certainty for employers drafting such clauses and for employees considering their post-departure activities. The judgment emphasizes that the "legitimate proprietary interest" is not just a legal abstraction but a real commercial asset that the courts will protect.

The finding of unlawful means conspiracy among both individuals and corporate entities also highlights the risks for new market entrants. The Third and Fourth Defendants' liability shows that corporate vehicles cannot be used as shields for the unlawful acts of their founders or key employees during the "set-up" phase. For practitioners, this underscores the need for "clean room" procedures when hiring from competitors, ensuring that new hires do not bring or use confidential data from their previous employers. The substantial damages award of over S$1.3 million serves as a potent deterrent against the "ask for forgiveness, not permission" approach to business diversion.

Finally, the case situates itself within the broader SG legal landscape by harmonizing various strands of tort and employment law. By linking the breach of contract and confidence to the "unlawful means" element of conspiracy, the Court has provided a cohesive framework for addressing complex commercial wrongdoing. This case will likely be cited in future disputes involving "team moves" and the diversion of corporate opportunities, serving as a benchmark for what constitutes "unlawful means" in the modern Singaporean economy.

Practice Pointers

• Evidence Act s 139(2) Strategy: Counsel representing multiple defendants must be prepared to demonstrate a genuine "adverse interest" if they wish to cross-examine each other's witnesses. Mere formal separation of parties is insufficient; there must be a real conflict in their legal positions or factual assertions.
• Drafting Restrictive Covenants: When drafting non-solicitation and non-dealing clauses, practitioners should explicitly link the duration of the restraint to the industry's operational cycles (e.g., the 12-month renewal cycle in reinsurance). This provides a factual basis for the "reasonableness" of the restraint.
• The "Skill and Experience" Boundary: To protect confidential information, employers should clearly categorize what constitutes proprietary data (e.g., specific pricing formulas, client-specific renewal dates) versus general industry knowledge. This helps overcome the Clearlab defense that the information is merely part of the employee's personal toolkit.
• Onboarding Protocols: Corporate entities hiring from competitors (like the Fourth Defendant) should implement strict protocols to ensure that new hires do not use the previous employer's confidential information during their notice period or immediately thereafter. Failure to do so can lead to liability for inducement of breach of contract and conspiracy.
• Monitoring Notice Periods: Employers should be vigilant during an employee's notice period. As seen in this case, significant diversion can occur while the employee is still technically on the payroll. Garden leave or restricted access to sensitive data during the notice period may be necessary.
• Quantifying Loss: In business diversion cases, the "but for" test for damages is critical. Practitioners should ensure they have robust evidence of the historical revenue generated by the diverted accounts to support a claim for loss of profits, as the Claimant did here to secure the S$1,327,826.49 award.
• Conspiracy Claims: When pleading unlawful means conspiracy, ensure that the "unlawful means" (e.g., breach of contract) are independently actionable and that there is evidence of a "combination" or coordination between the parties, which can be inferred from the timing of events and communications.

Subsequent Treatment

As this is a recent decision from December 2025, its subsequent treatment in later judgments is not yet recorded in the extracted metadata. However, the judgment's reliance on the I-Admin framework for breach of confidence and the Man Financial test for restrictive covenants suggests it will be followed as a robust application of these established principles to the reinsurance and brokerage sectors. Its clarification of Section 139(2) of the Evidence Act 1893 is expected to be a point of reference for future multi-party trials in the General Division.

Legislation Referenced

• Evidence Act 1893 (2020 Rev Ed)
• Evidence Act 1872 (India) (referred to as in pari materia)
• Indian Evidence Act 1872

Cases Cited

• Applied / Followed:
  • [2022] SGHC 161 (re: Section 139 Evidence Act)
  • [2018] SGHC 85 (re: Restrictive covenants and public interest)
  • [2018] SGHC 52 (re: Elements of conspiracy)
  • I-Admin (Singapore) Pte Ltd v Hong Ying Ting [2020] 1 SLR 1130 (re: Breach of confidence framework)
  • Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] 1 SLR(R) 663 (re: Enforceability of restraints of trade)
  • EFT Holdings, Inc v Marinteknik Shipbuilders (S) Pte Ltd [2014] 1 SLR 860 (re: Unlawful means conspiracy)
• Considered / Referred to:
  • [2025] SGHC 13
  • [2012] SGHC 125
  • [2025] SGHC 166
  • [2017] SGHC 241
  • [2023] SGHC 292
  • Clearlab SG Pte Ltd v Ting Chong Chai [2015] 1 SLR 163
  • Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012] 4 SLR 308
  • Abani Trading Pte Ltd v P T Delta Karina Mandiri [2001] 3 SLR(R) 404
  • Tribune Investment Trust Inc v Soosan Trading Co Ltd [2000] 2 SLR(R) 407
  • M+W Singapore Pte Ltd v Leow Tet Sin [2015] 2 SLR 271
  • The Dolphina [2012] 1 SLR 992
  • Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch) [2006] 1 SLR(R) 901
  • Keppel Tatlee Bank Ltd v Teck Koon Investment Pte Ltd [2000] 1 SLR(R) 355
  • Thomas Cowan & Co Ltd v Orme [1961] MLJ 41
  • Brake Brothers Limited v Ungless [2004] EWHC 2799
  • TFS Derivatives Ltd v Simon Morgan [2004] EWHC 3181
  • Fish & Fish Ltd v Sea Shepherd UK [2015] AC 1229
  • Vijaya Versus Saraswathi & others (2008) 3 MLC 1068

Source Documents

• Original Judgment (PDF) — eLitigation
• Case Details — eLitigation Portal