Case Details
- Citation: [2024] SGHC 76
- Title: See Jen Sen v Prudential Assurance Co Singapore (Pte) Ltd
- Court: High Court of the Republic of Singapore (General Division)
- Date of Judgment: 18 March 2024
- Date Judgment Reserved: 13 March 2024
- Judge: Choo Han Teck J
- Originating Claim No: 466 of 2023
- Registrar’s Appeal No: 32 of 2024
- Plaintiff/Applicant: See Jen Sen (Xue Rensheng)
- Defendant/Respondent: Prudential Assurance Company Singapore (Pte) Ltd
- Legal Area: Civil Procedure — Pleadings (striking out)
- Procedural Posture: Appeal against the Assistant Registrar’s decision striking out the unjust enrichment (“UE”) claim and the Unfair Contract Terms Act 1977 (“UCTA”) claim
- Substantive Claims: Wrongful termination (contract claim), unjust enrichment, and UCTA claim
- Statutes Referenced: Unfair Contract Terms Act (UCTA) (including UCTA 1977, 2020 Rev Ed)
- Key UCTA Provisions Discussed: ss 3 and 11 (as pleaded by the claimant); s 3(2)(a) and s 3(2)(b) analysed
- Cases Cited: [2021] SGHC 219; [2024] SGHC 76
- Judgment Length: 8 pages; 2,149 words
Summary
In See Jen Sen v Prudential Assurance Co Singapore (Pte) Ltd [2024] SGHC 76, the High Court (Choo Han Teck J) dealt with a pleading-focused dispute arising from the termination of an insurance agency agreement. The claimant, an “agency leader” in the defendant insurer’s network, sued for wrongful termination, unjust enrichment, and relief under the Unfair Contract Terms Act 1977 (“UCTA”). The defendant applied to strike out the entire claim; the Assistant Registrar struck out only the unjust enrichment claim and the UCTA claim. The claimant appealed those striking-out orders.
The court upheld the Assistant Registrar’s approach in substance, particularly emphasising the need for a properly pleaded “unjust factor” in unjust enrichment. On the UCTA claim, the court accepted that the Assistant Registrar was correct to hold that certain contractual terms were not captured by the specific UCTA pathway argued before her. However, the court also indicated that the pleaded case might be better analysed under a different limb of s 3(2) of the UCTA, and that striking out at the interlocutory stage would be inappropriate where the trial judge should determine the full scope of the pleaded UCTA case alongside the wrongful termination claim.
What Were the Facts of This Case?
The claimant, See Jen Sen, had worked for the defendant insurer for about 19 years. He was an “agency leader” within the defendant’s network of agents and operated under an agency agreement. In March 2022, the defendant terminated his agency agreement. The termination was effected pursuant to Clause 13(c) of the agency agreement, which allowed either party to terminate by giving notice. The defendant served a termination notice, and the agency agreement was terminated on 21 March 2022.
Before the termination notice was issued, the claimant was the subject of an internal compliance inquiry established by the defendant. The inquiry arose because the claimant was suspected of sending complaints—using multiple pen names—to the Monetary Authority of Singapore (“MAS”) and to the defendant’s Chief Executive Officer. The complaints alleged that the defendant engaged in malpractice, including launching misleading advertisements of insurance products that allegedly contravened MAS guidelines. Counsel referred to these complaints as “whistleblowing” acts.
In the present action, the claimant did not deny that he was responsible for the complaints. His case was that the termination of his agency agreement was grounded on those whistleblowing acts and therefore was wrongful. He framed his wrongful termination claim as a breach of contract, contending that the termination was not based on a legitimate contractual ground.
In addition to the wrongful termination claim, the claimant advanced two further causes of action. First, he brought an unjust enrichment claim, alleging that the defendant retained financial benefits it would not have retained had his agency agreement not been terminated. These benefits were said to include bonus payments under an incentive scheme called the “Agency Leader Long-Term Incentive Scheme” (“ALLTIS”), and bonus commissions under a “Sell-Out scheme”. The conditions for receiving these amounts were set out in “Agency Instruction” documents circulated to agents. Second, the claimant pleaded a UCTA claim, asserting that certain conditions in the Agency Instructions contravened ss 3 and 11 of the UCTA.
What Were the Key Legal Issues?
The first key issue concerned the unjust enrichment claim and the pleading requirements for such a claim. Unjust enrichment in Singapore law requires, among other things, that the claimant identify a recognised “unjust factor” (or unjust basis) for the defendant’s retention of a benefit. The Assistant Registrar struck out the UE claim on the basis that the claimant had not pleaded any unjust factor in his statement of claim. The claimant’s reliance on “consideration” as the unjust factor was only articulated in an affidavit, which the Assistant Registrar considered insufficient to cure the pleading defect.
The second key issue concerned the UCTA claim and whether the contractual terms relied upon by the claimant fell within the relevant UCTA prohibitions. The claimant argued that certain Agency Instruction clauses breached ss 3 and 11 of the UCTA. The Assistant Registrar held that Clause 5.1 did not fall within s 3 of the UCTA because it was not an exception clause, and that Clause 4.4 did not fall within s 3 because it did not operate as an exception clause either. The claimant appealed, contending that the Assistant Registrar’s approach was too narrow and that clauses need not expressly label themselves as “exception clauses” to fall within s 3.
A further issue, implicit in the appeal, was the proper scope of interlocutory striking out in a case where the wrongful termination claim would proceed to trial. Even if some aspects of the UCTA analysis were arguable, the court had to decide whether the UCTA claim should be struck out at the pleading stage or left for the trial judge to determine with the benefit of evidence and full argument.
How Did the Court Analyse the Issues?
On the unjust enrichment claim, the court began by endorsing the Assistant Registrar’s central reasoning: a claimant must plead the unjust factor relied upon. The Assistant Registrar had found that the claimant’s statement of claim did not identify any unjust factor. Only later, in an affidavit, did the claimant assert that he was relying on “consideration”. The High Court agreed that this was problematic. The court’s analysis reflects a broader procedural principle: striking out is often justified where the pleaded case discloses no reasonable cause of action, and where the pleading fails to articulate essential elements of the claim.
The court also addressed the substantive law on failure of consideration. The claimant’s theory was that the defendant retained benefits despite a failure of consideration. The Assistant Registrar held that unjust enrichment based on failure of consideration requires a total failure, not a partial failure. The claimant argued that the law should evolve to recognise partial failure as an unjust factor. He relied on the Court of Appeal’s decision in Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd and another [2018] 1 SLR 239, particularly paragraphs [53] and [54], which state that the prevailing position is total failure, subject to limited exceptions (such as divisible contracts where discrete parts can be treated as having a total failure of consideration for that part).
The High Court accepted that the Court of Appeal in Benzline maintained the total-failure requirement as the law, while noting that the Court of Appeal did not necessarily foreclose future developments. The court observed that, even if the argument for partial failure was “weak”, it might still be argued fully at trial with evidence, and that the trial judge could consider whether the pleaded case could be developed. However, the court indicated that the claimant would likely need to amend his pleadings to clarify the unjust factor relied upon. In other words, the court treated the pleading defect as a practical barrier to allowing the UE claim to survive interlocutorily.
Turning to the UCTA claim, the court examined the Assistant Registrar’s reasoning on Clause 5.1 and Clause 4.4. Clause 5.1 required agency leaders to hold a valid agency agreement at the point of payment; those without a valid agreement would not be entitled to payment. The Assistant Registrar held that Clause 5.1 did not fall within s 3 of the UCTA because it was not an exception clause and did not exclude or restrict liability. Clause 4.4, relating to the Sell-Out scheme, provided that an agency leader could not participate unless the defendant, at its sole discretion, gave approval. The Assistant Registrar held that this also was not an exception clause within s 3.
The claimant’s appeal relied on Dathena Science Pte Ltd v Justco (Singapore) Pte Ltd [2021] SGHC 219, where the court found a clause in breach of ss 3 and 11 of the UCTA. The claimant argued that even if a clause does not expressly state it is an exception clause, it may still be interpreted as one. The High Court agreed with the general proposition that UCTA analysis is not purely formalistic; however, it distinguished Dathena on the substantive UCTA limb applicable to the clause in question.
Crucially, the High Court reasoned that Dathena did not turn on s 3(2)(a) (which concerns excluding or restricting liability when in breach of contract). Instead, the court considered that the clause in Dathena fell within s 3(2)(b)(i), which prohibits a party from claiming to render contractual performance substantially different from what was reasonably expected. The High Court explained that the clause in Dathena gave one party power to replace allocated office space with other premises, thereby potentially rendering performance substantially different from reasonable expectations.
Applying that analytical framework, the High Court suggested that the relevant Agency Instruction clauses in the present case might be more appropriately analysed under s 3(2)(b) rather than s 3(2)(a). While the Assistant Registrar was correct that the clauses did not fall under s 3(2)(a) as argued, the court observed that the relevance of s 3(2)(b) was not argued and therefore not determined. The claimant had, in fact, pleaded at paragraph [32] of his statement of claim that the defendant was not entitled to render contractual performance substantially different from what was reasonably expected and/or to render no performance at all. Those pleaded allegations, the court indicated, would “fall squarely” within s 3(2)(b).
Because the UCTA claim was intertwined with the wrongful termination claim (which would proceed to trial), the High Court was reluctant to “fetter the trial judge’s hands”. The court’s approach reflects a common judicial caution: where a claim is not clearly unarguable on the pleaded basis, and where the trial judge must determine the appropriate reliefs and remedies in light of evidence, striking out at an interlocutory stage may be inappropriate. The court therefore treated the UCTA analysis as a matter best left to the trial judge, particularly given that the pleaded case could be framed under a different limb of s 3 than that argued before the Assistant Registrar.
What Was the Outcome?
The High Court dismissed the claimant’s appeal against the Assistant Registrar’s striking out orders. The unjust enrichment claim remained struck out because the claimant had not properly pleaded the unjust factor and could not rely on an affidavit to cure the deficiency. The court also affirmed that the UCTA claim, as struck out by the Assistant Registrar, should not be reinstated on the pleaded basis as argued at the interlocutory stage.
At the same time, the court’s reasoning clarified that the UCTA analysis might have been approached under s 3(2)(b) rather than s 3(2)(a), and that the trial judge should be allowed to decide the full scope of the claimant’s UCTA case alongside the wrongful termination claim. Practically, the decision underscores that while courts will not lightly strike out claims, litigants must plead the correct legal basis and the essential elements of each cause of action at the outset.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates two recurring themes in Singapore civil procedure and substantive law. First, it reinforces the importance of pleading the essential elements of unjust enrichment, including the specific unjust factor relied upon. A claimant cannot generally “bootstrap” a missing unjust factor through later affidavits; the statement of claim must articulate the basis of the claim so that the defendant knows the case it has to meet and the court can assess whether a reasonable cause of action is disclosed.
Second, the decision provides a useful guide on how UCTA claims should be analysed at the pleading stage. The High Court’s discussion of Dathena and the distinction between s 3(2)(a) and s 3(2)(b) is particularly helpful. It shows that UCTA analysis is not limited to whether a clause is labelled an “exception clause”; rather, the substance of the contractual effect matters. Clauses that do not exclude liability may still be caught if they enable performance to be substantially different from reasonable expectations or enable a party to render no performance at all.
For litigators, the case also highlights strategic pleading considerations. Where a claimant’s UCTA theory could be framed under multiple limbs of s 3, counsel should ensure that the statement of claim clearly pleads the relevant statutory pathway. Otherwise, the claim may be struck out or narrowed at an early stage, even if the underlying factual narrative might support a more nuanced legal analysis at trial.
Legislation Referenced
- Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”)
- Unfair Contract Terms Act 1977, s 3 (including s 3(2)(a) and s 3(2)(b))
- Unfair Contract Terms Act 1977, s 11
Cases Cited
- Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd and another [2018] 1 SLR 239
- Max Media FZ LLC v Nimbus Media Pte Ltd [2010] 2 SLR 677
- Fibrosa (as cited in Max Media)
- Dathena Science Pte Ltd v Justco (Singapore) Pte Ltd [2021] SGHC 219
- See Jen Sen v Prudential Assurance Co Singapore (Pte) Ltd [2024] SGHC 76
Source Documents
This article analyses [2024] SGHC 76 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.