Case Details
- Citation: [2025] SGHC 223
- Court: High Court of the Republic of Singapore
- Date: 2025-11-10
- Judges: Choo Han Teck J
- Plaintiff/Applicant: See Jen Sen (Xue Rensheng)
- Defendant/Respondent: Prudential Assurance Co Singapore (Pte) Ltd
- Legal Areas: Contract — Contractual terms ; Restitution — Unjust enrichment
- Statutes Referenced: Unfair Contract Terms Act 1977 (2020 Rev Ed)
- Cases Cited: [2021] SGHC 109, [2024] SGHC 76, [2025] SGHC 223
- Judgment Length: 16 pages, 4,457 words
Summary
This case concerns a dispute between an insurance agent, See Jen Sen, and his former employer, Prudential Assurance Company Singapore (Pte) Ltd. See Jen Sen was terminated from his position as an agent, associate manager, and agency leader of Prudential. He sued Prudential for wrongful termination, claiming entitlement to payments under Prudential's incentive schemes, and alleging that Prudential was unjustly enriched. Prudential counterclaimed against See Jen Sen for breach of the agency agreement. The key issues were whether the termination was wrongful, whether See Jen Sen was entitled to payments under Prudential's incentive schemes, and whether the terms of those schemes were unenforceable under the Unfair Contract Terms Act.
What Were the Facts of This Case?
See Jen Sen was an agent, associate manager, and agency leader of Prudential Assurance Company Singapore (Pte) Ltd from January 2003, under the terms of a written contract known as the Agency Agreement. His service was terminated on 21 March 2022.
In October 2020, while serving as a Financial Services Director of Prudential, See Jen Sen became aware of advertisements for life insurance on social media by Prudential representatives and third parties that he believed were not compliant with Monetary Authority of Singapore (MAS) advertising guidelines. He raised his concerns with Prudential's compliance team and the CEO, but after several months of investigation, no action was taken.
See Jen Sen then began contacting MAS directly under the pseudonym "Patrick Goh" to notify them of the alleged breaches, writing to MAS 13 times between May and October 2021. On 2 November 2021, Prudential sent See Jen Sen an email about these complaints, and a meeting was held on 8 November 2021 with Prudential's senior management. On 7 March 2022, Prudential served See Jen Sen with a termination notice under the Agency Agreement, giving him 14 days' notice.
What Were the Key Legal Issues?
The key legal issues in this case were:
- Whether See Jen Sen's termination by Prudential was wrongful;
- Whether See Jen Sen was entitled to payments under Prudential's Agency Leaders Long-Term Incentives (AL-LTI) Scheme;
- Whether See Jen Sen was entitled to participate in Prudential's Sell-out Scheme;
- Whether the terms of the AL-LTI Scheme and Sell-out Scheme were unenforceable under the Unfair Contract Terms Act 1977;
- Whether Prudential was unjustly enriched by retaining monies due to See Jen Sen; and
- Whether See Jen Sen was in breach of the Agency Agreement for the way he lodged his complaints.
How Did the Court Analyse the Issues?
On the issue of wrongful termination, the court found that Prudential was within its contractual rights to terminate See Jen Sen's Agency Agreement under the express termination clause, clause 13(c). The court held that the implied term of good faith, mutual trust, confidence and goodwill does not apply to the exercise of an express contractual right of termination. Accordingly, the court rejected See Jen Sen's claim that his termination was wrongful.
Regarding the AL-LTI Scheme claim, the court found that under the terms of the relevant Agency Instructions (AIs), See Jen Sen was required to hold a valid PACS agency agreement at the time of payment in order to be entitled to the incentive payments. As his Agency Agreement had been terminated prior to the payment dates, the court held that See Jen Sen was not entitled to the AL-LTI Scheme payments.
On the Sell-out Scheme claim, the court examined the terms of AI 005/14, which governed the scheme. The court found that See Jen Sen had not submitted a valid application under the scheme's requirements, and that Prudential had the sole discretion to approve participation in the scheme. As See Jen Sen's application was not approved, the court held that he was not entitled to participate in the Sell-out Scheme.
In relation to the UCTA claim, the court rejected See Jen Sen's argument that the terms of the AL-LTI Scheme and Sell-out Scheme were unenforceable under the Unfair Contract Terms Act. The court held that the Act does not apply to the express contractual rights of termination and eligibility requirements in these schemes.
On the unjust enrichment claim, the court found that as See Jen Sen was not entitled to the payments he claimed, Prudential could not have been unjustly enriched by retaining those monies.
Finally, the court found that See Jen Sen was in breach of the Agency Agreement by not lodging his complaints through the proper internal channels set up by Prudential, and upheld Prudential's counterclaim on this basis.
What Was the Outcome?
The court dismissed all of See Jen Sen's claims against Prudential. It found that Prudential was within its contractual rights to terminate See Jen Sen's Agency Agreement, and that See Jen Sen was not entitled to the payments he claimed under Prudential's incentive schemes. The court also upheld Prudential's counterclaim against See Jen Sen for breach of the Agency Agreement.
Why Does This Case Matter?
This case provides important guidance on the limits of implied terms in employment contracts, particularly in the context of express contractual rights of termination. It confirms that the implied term of good faith, mutual trust, confidence and goodwill does not apply to the exercise of an express contractual right to terminate an agreement.
The case also highlights the importance of carefully drafting the eligibility requirements for employee incentive schemes, and the courts' willingness to enforce such requirements where they are clearly specified in the scheme's terms. It demonstrates that employees cannot simply claim entitlement to incentive payments if they do not meet the stated conditions, even if they believe the conditions to be unfair.
More broadly, this judgment reinforces the principle of freedom of contract and the courts' reluctance to interfere with the express terms agreed between commercial parties, absent clear unfairness or illegality. It serves as a reminder to both employers and employees to ensure they fully understand and comply with the terms of their contractual arrangements.
Legislation Referenced
- Unfair Contract Terms Act 1977 (2020 Rev Ed)
Cases Cited
- [2021] SGHC 109
- [2024] SGHC 76
- [2025] SGHC 223
Source Documents
This article analyses [2025] SGHC 223 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.