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 Decision: 18 March 2024
- Judge: Choo Han Teck J
- Originating Claim No: 466 of 2023
- Registrar’s Appeal No: 32 of 2024
- Procedural Posture: Appeal against Assistant Registrar’s decision to strike out parts of the claimant’s pleaded case
- Plaintiff/Applicant: See Jen Sen (Xue Rensheng)
- Defendant/Respondent: Prudential Assurance Company Singapore (Pte) Ltd
- Legal Area: Civil Procedure — Pleadings (striking out)
- Substantive Claims: Wrongful termination; unjust enrichment (“UE claim”); claim under the Unfair Contract Terms Act 1977 (“UCTA claim”)
- Key Contractual Instrument: Agency agreement (termination clause relied upon by defendant)
- Key Operational Documents: Agency Instruction No. 006(A)/18; Agency Instruction No. 006(A)/19; Agency Instruction AI005/14 (Sell-Out scheme)
- Statutes Referenced: Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”); Unfair Contract Terms Act 1977
- 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 Registrar’s decision to strike out only parts of a claimant’s case. The claimant, a long-serving insurance agent and “agency leader” within the defendant insurer’s network, sued after his agency agreement was terminated in March 2022. His pleaded causes of action included wrongful termination, unjust enrichment, and a claim under the Unfair Contract Terms Act 1977 (“UCTA”).
The Assistant Registrar struck out the unjust enrichment claim and the UCTA claim. On appeal, the High Court upheld the overall approach that the unjust enrichment pleading was legally unsustainable as pleaded, particularly because the claimant had not pleaded a recognised unjust factor and, in substance, could not show a total failure of consideration. However, the court took a more nuanced view of the UCTA analysis: while agreeing that certain clauses were not properly characterised as “exception clauses” under s 3(2)(a) UCTA, the court indicated that the pleaded case could potentially fall within s 3(2)(b) UCTA (substantially different performance or no performance at all). The court therefore treated the UCTA striking-out as arguable and preferred that the trial judge decide the matter in full, given the overlap with the wrongful termination claim.
What Were the Facts of This Case?
The claimant, See Jen Sen, worked for the defendant insurer for 19 years and held the rank of an “agency leader” within the defendant’s network of agents. His agency agreement was terminated in March 2022. The defendant relied on a contractual termination mechanism contained in 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 ended on 21 March 2022.
Before the termination notice, the claimant was the subject of an internal compliance inquiry established by the defendant. The inquiry arose from suspicions that the claimant had sent complaints to the Monetary Authority of Singapore (“MAS”) and to the defendant’s Chief Executive Officer under various pen names. The complaints alleged malpractice by the insurer, including misleading advertisements of insurance products that allegedly contravened MAS guidelines. Counsel referred to these allegations as “whistleblowing” acts.
In the litigation, the claimant did not deny that he was responsible for the complaints. His case, however, was that the termination was grounded on these whistleblowing acts and therefore was not a legitimate basis to terminate his agency agreement. He framed this as a breach of contract claim for wrongful termination, seeking relief on the premise that the defendant’s termination was improper in the circumstances.
Alongside wrongful termination, the claimant advanced a claim in unjust enrichment. He alleged that the defendant had been unjustly enriched by retaining financial benefits that he said he was entitled to under incentive schemes. The relevant benefits included bonus payments under the “Agency Leader Long-Term Incentive Scheme” (“ALLTIS”) and bonus commissions under a “Sell-Out scheme”. The conditions for eligibility were said to be set out in “Agency Instruction” documents circulated to agents.
Finally, the claimant brought a UCTA claim. He contended that certain conditions in the Agency Instructions breached ss 3 and 11 of the UCTA. In particular, he challenged (i) a clause requiring agency leaders to hold a valid agency agreement at the point of payment, and (ii) a clause that made participation in the Sell-Out scheme subject to the defendant’s “sole discretion” approval. The claimant’s position was that these contractual terms operated unfairly and fell within the statutory restrictions on certain types of contractual exclusion or restriction of liability and/or rendering of substantially different performance.
What Were the Key Legal Issues?
The first key issue concerned the Assistant Registrar’s striking out of the unjust enrichment claim. The court had to consider whether the claimant’s pleaded case disclosed a legally recognisable unjust factor and whether the pleaded facts could satisfy the doctrinal requirements for unjust enrichment in Singapore law. In particular, the court focused on whether the claimant had pleaded a “total failure of consideration” (as opposed to a partial failure), and whether the pleading identified the relevant unjust factor with sufficient clarity.
The second key issue concerned the striking out of the UCTA claim. The court had to determine whether the challenged clauses in the Agency Instructions fell within the ambit of s 3 UCTA, and if so, which subsection. The Assistant Registrar had held that the clauses were not “exception clauses” within s 3(2)(a) UCTA. The claimant argued that even if the clause did not expressly label itself as an exception clause, it should still be interpreted as one, relying on authority such as Dathena Science Pte Ltd v Justco (Singapore) Pte Ltd [2021] SGHC 219.
A further procedural and remedial issue also arose: even if the UCTA claim was arguable, should it be struck out at the pleadings stage, or should it be left for the trial judge to decide alongside the wrongful termination claim? The High Court’s approach reflects the balancing exercise inherent in striking-out applications: whether the pleading is clearly unsustainable, or whether it raises issues better resolved on evidence and full argument at trial.
How Did the Court Analyse the Issues?
Unjust enrichment (UE claim): total failure of consideration and pleading deficiencies
The High Court began by addressing the UE claim. The Assistant Registrar’s reasoning was that unjust enrichment requires a recognised unjust factor, and that the claimant had not pleaded such a factor in his statement of claim. The court noted that the claimant’s reliance on “consideration” appeared only in an affidavit, not in the pleading. This mattered because striking out focuses on whether the pleaded case, taken at its highest, discloses a cause of action.
Substantively, the court accepted the Assistant Registrar’s view that the claimant could not satisfy the requirement of a total failure of consideration. The court emphasised that where the claimant had been paid in accordance with the agency agreement, it could not be said that there was a total failure of consideration. The claimant attempted to argue that the law should evolve to recognise partial failure of consideration as an unjust factor. He relied on the Court of Appeal’s discussion in Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd and another [2018] 1 SLR 239, where the Court of Appeal stated that the prevailing position is that the failure must be total, while noting arguments for future development.
The High Court treated the Court of Appeal’s position as binding: total failure remains the law. Importantly, the court also observed that the Court of Appeal did not foreclose future developments, but that any such development would require proper argument and, potentially, amendment of pleadings. On the facts as pleaded, and given the absence of a clearly articulated unjust factor, the UE claim was legally unsustainable at the striking-out stage.
UCTA claim: exception clauses under s 3(2)(a) versus substantially different performance under s 3(2)(b)
Turning to the UCTA claim, the court analysed the two challenged clauses. The first, Clause 5.1 of the relevant Agency Instructions, required agency leaders to hold a valid agency agreement at the point of payment; agency leaders without a valid agreement would not be entitled to payment. The claimant argued that this contravened ss 3 and 11 UCTA. The Assistant Registrar held that Clause 5.1 did not fall within s 3 because it was not an exception clause; it did not exclude or restrict liability, but rather set eligibility conditions for payment.
The second clause, Clause 4.4 in the Sell-Out scheme context, provided that an Agency Leader could not participate in the Sell-Out scheme unless the defendant, at its “sole discretion”, gave approval. The Assistant Registrar held that this also was not an exception clause to which s 3 UCTA applied, because it did not operate as a clause excluding or restricting liability in the relevant sense.
On appeal, the claimant’s counsel argued that a clause need not expressly state that it is an exception clause to be treated as one. Counsel relied on Dathena, where the court found a clause in breach of ss 3 and 11 UCTA. However, the High Court distinguished Dathena and reframed the analysis. The court’s view was that Dathena did not fall under s 3(2)(a) UCTA (exception clauses excluding/restricting liability when in breach). Instead, it likely fell under s 3(2)(b)(i) UCTA, which concerns a party claiming to be entitled to render contractual performance substantially different from that which was reasonably expected.
The High Court reproduced s 3 UCTA and explained the structure: s 3(2)(a) addresses exclusion or restriction of liability by reference to any contract term when the party is in breach; s 3(2)(b)(i) addresses claims to render performance substantially different; and s 3(2)(b)(ii) addresses claims to render no performance at all. Applying this framework, the court indicated that the claimant’s pleaded case could potentially fall within s 3(2)(b) rather than s 3(2)(a). In other words, even if the clauses were not “exception clauses” in the narrow sense, they might still be caught if they effectively allowed the defendant to render performance substantially different from what was reasonably expected, or to render no performance at all, in respect of the claimant’s contractual obligations.
Procedural restraint: leaving arguable UCTA questions to trial
Crucially, the court noted that the claimant had pleaded, in his statement of claim, that the defendant was “not entitled to … render a contractual performance substantially different from that which was reasonably expected of them and/or rendering no performance at all”. Those pleaded allegations align with s 3(2)(b) UCTA. Although the Assistant Registrar had not determined that subsection (because the relevance of s 3(2)(b) was not argued), the High Court considered it better not to fetter the trial judge’s hands.
The court also linked this to the broader litigation context: the wrongful termination claim would necessarily be heard at trial, and the UCTA issues might be intertwined with the same factual matrix. In that setting, even if striking out the UCTA claim was arguable, the High Court preferred that the trial judge decide what reliefs and remedies should follow after full evidence and argument.
What Was the Outcome?
The High Court dismissed the claimant’s appeal against the Assistant Registrar’s striking-out orders. The UE claim remained struck out because it was legally unsustainable as pleaded, particularly due to the absence of a pleaded unjust factor and the inability to show a total failure of consideration.
As for the UCTA claim, while the High Court disagreed with some aspects of the Assistant Registrar’s reasoning (notably the framing under s 3(2)(a) UCTA), it nonetheless did not grant the claimant the relief sought to reinstate the UCTA claim at the pleadings stage. The court’s reasoning emphasised that the trial judge should decide the UCTA issues in full, but the appeal did not result in a reversal of the striking-out outcome.
Why Does This Case Matter?
This decision is instructive for practitioners dealing with striking-out applications in Singapore civil procedure. It reinforces that a claimant must plead the relevant unjust factor for an unjust enrichment claim, and that courts will not allow parties to cure fundamental pleading deficiencies through affidavits. It also confirms that, for unjust enrichment based on failure of consideration, Singapore law continues to require a total failure of consideration, subject to the possibility of future doctrinal development.
For UCTA-related disputes, the case is valuable because it clarifies how courts may categorise contractual terms under s 3 UCTA. Even where a clause is not an “exception clause” under s 3(2)(a), it may still be analysed under s 3(2)(b) if the clause effectively permits substantially different performance or no performance at all. This is a reminder that litigants should plead the correct statutory pathway and that courts may reframe the analysis based on the substance of the clause and the pleaded allegations.
Finally, the decision highlights a pragmatic judicial approach: where UCTA issues are intertwined with the merits of a wrongful termination claim, courts may prefer that the trial judge decide the full scope of relief rather than striking out arguable claims at an early stage. Lawyers should therefore carefully consider both the doctrinal merits and the procedural posture when seeking (or resisting) striking out.
Legislation Referenced
- Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”)
- Unfair Contract Terms Act 1977 (general reference)
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.