Case Details
- Citation: [2025] SGHC 223
- Title: See Jen Sen v Prudential Assurance Co Singapore (Pte) Ltd
- Court: High Court of the Republic of Singapore (General Division)
- Originating Claim No: 466 of 2023
- Date of Judgment: 10 November 2025
- Judges: Choo Han Teck J
- Hearing Dates: 11–12 September 2025; 31 October 2025
- Judgment Reserved: Yes
- Plaintiff/Applicant: See Jen Sen (Xue Rensheng)
- Defendant/Respondent: Prudential Assurance Company Singapore (Pte) Ltd
- Counterclaim: Defendant counterclaim against the Claimant
- Legal Areas: Contract (contractual terms; implied term of good faith, mutual trust, confidence and goodwill; interpretation); Restitution (unjust enrichment)
- Key Contractual Instruments: Written Agency Agreement; Agency Instructions (“AI”) including AI 006(A)/18, AI 006(A)/19, and AI 005/14
- Statutes Referenced: Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”)
- Cases Cited (as provided): [2021] SGHC 109; [2024] SGHC 76; [2025] SGHC 223
- Judgment Length: 16 pages, 4,457 words
Summary
In See Jen Sen v Prudential Assurance Co Singapore (Pte) Ltd [2025] SGHC 223, the High Court (Choo Han Teck J) dismissed an agent’s claims arising from the termination of his agency relationship and his subsequent attempts to obtain incentive and sell-out scheme benefits. The claimant, an agent and agency leader of Prudential, alleged that his termination was wrongful because it was retaliatory for raising compliance concerns with the Monetary Authority of Singapore (MAS). He also claimed entitlement to payments under the Agency Leaders Long-Term Incentives Scheme (“AL-LTI Scheme”) and participation in a sell-out/retirement scheme (“Sell-out Scheme”).
The court held that the termination was effected pursuant to an express contractual termination clause and was therefore not subject to an implied term of good faith, mutual trust, confidence and goodwill in the way the claimant contended. The court further found that the incentive scheme conditions were not satisfied at the time payments became due, particularly because the claimant did not hold a valid PACS agency agreement at the relevant payment date. As for the Sell-out Scheme, the court concluded that the claimant could not participate because the scheme required the company’s approval at its “sole discretion” and the claimant’s application did not meet the contractual requirements as interpreted by the court. The unjust enrichment claim was also rejected.
What Were the Facts of This Case?
The claimant, Mr See Jen Sen (“Claimant”), served as an agent, associate manager and agency leader of Prudential Assurance Company Singapore (Pte) Ltd (“Defendant”) from 29 January 2003. His relationship with the Defendant was governed by a written Agency Agreement. The Defendant communicated with its agents through internal circulars known as Agency Instructions (“AIs”), which set out the terms and conditions of various incentive and scheme arrangements.
In October 2020, while the Claimant was a Financial Services Director (“FSD”), he became aware of advertisements for life insurance on social media by representatives of the Defendant and third parties. He believed these advertisements were not compliant with advertising guidelines issued by the Monetary Authority of Singapore (“MAS”). Acting on his concerns, he raised them with the Defendant’s compliance team on 12 October 2020. On 17 October 2020, he wrote to the Defendant’s then-CEO, Mr Dennis Tan (“CEO”), who referred the complaint to the Chief Risk Officer (“CRO”). Investigations were conducted for about three months without any outcome satisfactory to the Claimant.
After further correspondence, the Claimant escalated the matter to MAS. Notably, he wrote to MAS on 13 separate occasions between 10 May 2021 and 18 October 2021 under the pseudonym “Patrick Goh”. The Defendant, in turn, responded to the Claimant’s conduct. On 2 November 2021, it sent an email to the Claimant entitled “Re: levying of complaints to Prudential Assurance Company Singapore (Pte) Limited (“PACS”) and/or Prudential Corporation Asia Limited (“PCA”) and/or the MAS under the identity of ‘Patrick Goh’”. A meeting took place on 8 November 2021 involving senior personnel including the Head of Conduct Surveillance, the Head of Distribution Business Partner, and the Head of Legal.
On 7 March 2022, the Defendant served a termination notice under cl 13(c) of the Agency Agreement, giving 14 days’ notice. The Claimant’s service was terminated on 21 March 2022. In the present proceedings, he sued for wrongful termination, alleging that the Defendant dismissed him because he was a “whistle-blower” (as pleaded). He sought (i) shares and cash rewards under the AL-LTI Scheme pursuant to AI 006(A)/18 and AI 006(A)/19; (ii) payments under the Sell-out Scheme pursuant to AI 005/14; and (iii) restitutionary relief on the basis that the Defendant was unjustly enriched by retaining monies due and payable to him.
What Were the Key Legal Issues?
The court identified multiple issues for determination. First, it had to decide whether the Claimant was wrongfully terminated by the Defendant. This required the court to consider the Claimant’s argument that the Defendant’s express contractual right to terminate under cl 13(c) was constrained by an implied term of good faith, mutual trust, confidence and goodwill, such that termination for the “wrong reasons” would be impermissible.
Second, the court had to determine whether the Claimant was entitled to payments under the AL-LTI Scheme. This turned on the interpretation and application of the conditions for payment in AI 006(A)/18 and AI 006(A)/19, including the requirement that agency leaders must hold a valid PACS agency agreement at the point of payment.
Third, the court had to decide whether the Claimant was entitled to participate in the Sell-out Scheme under AI 005/14. The scheme’s contractual architecture included an application process and a further restriction that an agency leader could not participate unless the company approved the participation at its “sole discretion”. The court also had to consider whether the relevant AI terms were unenforceable under the Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”). Finally, it had to address the unjust enrichment claim and the Defendant’s counterclaim for breach of the Agency Agreement.
How Did the Court Analyse the Issues?
1. Wrongful termination and the implied term of good faith
The court approached the wrongful termination claim by focusing on the interaction between express contractual rights and implied terms. The Claimant’s case was that the Defendant terminated him because it was upset by his complaint to MAS, and that this amounted to retaliation and extreme bad faith. He argued that cl 13(c) termination was subject to an implied term of good faith, mutual trust, confidence and goodwill, so that termination for an improper motive would breach the implied obligation.
Choo Han Teck J rejected this. The court emphasised that implied terms do not apply where the contract contains express termination clauses “to the contrary”. The reasoning was that the implied term normally operates to constrain the exercise of contractual discretions, but it should not be used to limit the parties’ express right to terminate. The court relied on established authority that, when a contract grants an express right to terminate on notice, there is no requirement to give reasons. In particular, the judgment referenced the principle illustrated in Maybank Singapore Ltd v Synergy Global Resources Pte Ltd [2024] 3 SLR 1316 at [25], and the Appellate Division’s observation in Dong Wei v Shell Eastern Trading (Pte) Ltd and another [2022] 1 SLR 1318 at [92] that imposing limitations on the discretion to terminate would undermine contractual freedom and the fundamental premise that parties may exit contracts.
Applying these principles, the court treated cl 13(c) as an express contractual right of termination. Accordingly, the Claimant could not succeed by alleging that the Defendant terminated him for the “wrong reasons”. The court found that the Defendant was within its strict legal rights in terminating the agency relationship by notice under cl 13(c). The wrongful termination claim therefore failed.
2. AL-LTI Scheme: conditions for payment and the “valid agency agreement” requirement
Because the wrongful termination claim failed, the court considered the AL-LTI Scheme claim in a conditional manner, but it also analysed the scheme’s contractual requirements. The court examined AI 006(A)/18 and AI 006(A)/19, which governed the long-term incentives. Both AIs contained cl 5.1 setting out conditions for payment. Although the clauses differed slightly, the common requirements were: (i) a three-year vesting period; (ii) a qualifier reaching a minimum 10 years’ length of service from the first appointment of manager rank; and (iii) a requirement that agency leaders hold a valid PACS agency agreement at the point of payment. The AIs further provided that agency leaders without a valid PACS agency agreement would not be entitled to any payment.
The court also considered the payment schedule. Under the scheme structure, tranches of payout were due at later years (Y3, Y6, Y9, Y12), with percentages varying between AI 006(A)/18 and AI 006(A)/19. The Claimant had qualified under the AL-LTI Scheme in earlier years (2010–2017 under AI 006(A)/18 and 2018–2021 under AI 006(A)/19). However, the next tranche of payment was due from 2023 onwards. Since the Claimant’s agency agreement was terminated on 21 March 2022, he did not have a valid PACS agency agreement when the relevant payments became due.
On that basis, the court held that the AL-LTI Scheme conditions were not satisfied at the time of payment. The Claimant therefore could not claim the incentive benefits. The court’s approach underscores that long-term incentive schemes often operate on strict eligibility conditions tied to the status of the participant at the relevant payment date, not merely at the time of vesting or qualification.
3. Sell-out Scheme: contractual approval and “sole discretion”
The Sell-out Scheme claim was grounded in AI 005/14. The court focused on the scheme’s contractual clause on the application process, particularly cl 4. Under cl 4.1, applications had to be submitted at least three months before the sell-out date (with certain exceptions). Under cl 4.2, applicants were required to fulfil requirements in cl 3, accept and agree to the reference price computed by the company, and accept and agree to the agreed price with the receiving agency leader within a specified negotiation range. Clause 4.4 then imposed a crucial limitation: notwithstanding any other provision, an agency leader could not participate unless the company, at its sole discretion, gave approval, and if approval was granted, the company would specify the sell-out date.
Although the extracted judgment text is truncated after describing the Claimant’s case about two emails, the court’s conclusion is clear: the Sell-out Scheme claim failed. The court’s reasoning, as reflected in the portion available, indicates that the contractual architecture required both compliance with the application process and the company’s approval at its sole discretion. Where a scheme is structured so that participation is contingent on the company’s approval, a claimant typically cannot convert an unsuccessful or invalid application into an entitlement to benefits absent a contractual basis to override the approval mechanism.
4. UCTA and unjust enrichment
The Claimant also argued that terms requiring him to have a valid agency agreement (and related eligibility conditions) were unenforceable under UCTA. While the judgment excerpt does not provide the full UCTA analysis, the court’s overall findings on the AL-LTI Scheme and Sell-out Scheme indicate that the eligibility conditions were treated as integral to the contractual bargain and were not displaced by UCTA on the pleaded facts. In practice, UCTA arguments in commercial incentive contexts often require careful attention to whether the impugned term is a “reasonableness” term, whether it limits liability, and whether the statutory framework applies to the relevant contractual mechanism.
Finally, the court rejected the unjust enrichment claim. The Claimant’s restitutionary case was that the Defendant was unjustly enriched by retaining monies due and payable to him. However, because the court found that the contractual conditions for payment and participation were not satisfied, there was no underlying entitlement to monies that could support a restitutionary recovery. The court’s approach reflects a common analytical sequence: unjust enrichment claims frequently fail where the claimant cannot establish that money was “due” under the contract or that the defendant’s retention is unjust in the legal sense.
What Was the Outcome?
The High Court dismissed the Claimant’s claims, including the wrongful termination claim, the AL-LTI Scheme claim, the Sell-out Scheme claim, and the unjust enrichment claim. The court held that the Defendant acted within its contractual rights in terminating the agency agreement under cl 13(c) and that the incentive and scheme benefits were contingent on conditions that were not met at the relevant times.
The Defendant’s counterclaim for breach of the Agency Agreement was also addressed, and the Claimant’s response was rejected as being without merit on the court’s findings. The practical effect of the decision is that the Claimant did not obtain the contractual and restitutionary relief sought, and the Defendant retained the discretion and contractual control embedded in the AIs governing eligibility for payouts and participation.
Why Does This Case Matter?
This decision is significant for practitioners dealing with termination clauses and incentive schemes in Singapore contract law. It reinforces the principle that implied terms of good faith, mutual trust, confidence and goodwill generally do not override express termination rights where the contract provides an unqualified right to terminate on notice. For employers and principals, the case supports the enforceability of termination provisions that are drafted as clear contractual exit mechanisms. For agents and employees, it highlights the difficulty of reframing a termination on notice as “wrongful” merely by alleging improper motive, absent a contractual structure that makes termination conditional on reason or process.
The case also provides a useful template for analysing long-term incentive schemes. The court’s focus on the “valid agency agreement at point of payment” requirement illustrates how eligibility conditions tied to continuing contractual status can defeat claims even where the claimant previously qualified for vesting or earlier tranches. Lawyers advising on incentive plan disputes should therefore scrutinise the scheme’s payment conditions and the timing of vesting versus payment, as well as any status-based eligibility requirements.
Finally, the decision is relevant to UCTA and unjust enrichment arguments in commercial disputes. While the judgment excerpt does not reproduce the full UCTA reasoning, the outcome indicates that courts will not readily disturb scheme terms that define entitlement as conditional upon objective contractual criteria. For restitution claims, the case underscores that unjust enrichment is not a substitute for contractual entitlement; where the contract denies entitlement, restitution may fail for lack of an underlying “due” payment or legal basis for unjustness.
Legislation Referenced
- Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”)
Cases Cited
- Maybank Singapore Ltd v Synergy Global Resources Pte Ltd [2024] 3 SLR 1316
- Dong Wei v Shell Eastern Trading (Pte) Ltd and another [2022] 1 SLR 1318
- [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.