Case Details
- Citation: [2025] SGHC 223
- Case Title: See Jen Sen (Xue Rensheng) v Prudential Assurance Company Singapore (Pte) Ltd
- Court: High Court (General Division)
- Originating Claim No: 466 of 2023
- Judgment Date: 10 November 2025 (judgment reserved; dates of hearing: 11–12 September and 31 October 2025)
- Judge: Choo Han Teck J
- Plaintiff/Applicant: See Jen Sen (Xue Rensheng) (“Claimant”)
- Defendant/Respondent: Prudential Assurance Company Singapore (Pte) Ltd (“Defendant”)
- Counterclaim: Yes. Defendant counterclaims against the Claimant
- Counterclaimant: Prudential Assurance Company Singapore (Pte) Ltd
- Counterdefendant: See Jen Sen (Xue Rensheng)
- Legal Areas: Contract law; implied terms; unfair contract terms; contractual interpretation; restitution/unjust enrichment
- Key Contractual Instruments: Written Agency Agreement; internal Agency Instructions (“AIs”) including AI 006(A)/18, AI 006(A)/19, and AI 005/14
- Key Clause(s): Agency Agreement cl 13(c) (termination on 14 days’ notice); AIs cl 5.1 (conditions for AL-LTI payments); AI 005/14 cl 4 (application process for Sell-out Scheme); AI 005/14 cl 4.4 (company’s sole discretion approval)
- Monetary Authority of Singapore (MAS) Context: Claimant alleged non-compliance with advertising guidelines
- Judgment Length: 16 pages; 4,457 words
Summary
In See Jen Sen (Xue Rensheng) v Prudential Assurance Company Singapore (Pte) Ltd ([2025] SGHC 223), the High Court dismissed an agent’s claims arising from the termination of his agency relationship with Prudential. The Claimant, an agency leader and senior financial services professional, alleged that his termination was wrongful because it was motivated by retaliation for his complaints to the Monetary Authority of Singapore (“MAS”). He also sought contractual incentives and scheme payments, including rewards under the Agency Leaders Long-Term Incentives Scheme (“AL-LTI Scheme”) and entitlements under a sell-out/retirement scheme (“Sell-out Scheme”).
The court held that the Claimant’s wrongful termination claim failed because the termination clause in the Agency Agreement was an express right to terminate on notice, and the implied term of good faith, mutual trust, confidence and goodwill does not operate to constrain an express termination right in the way the Claimant contended. Since the termination was not wrongful, the Claimant’s downstream claims for AL-LTI and Sell-out Scheme benefits also failed on the contractual conditions governing eligibility and participation. The court further rejected the Claimant’s unjust enrichment theory, and it dismissed the counterclaim as described in the truncated extract, while the overall result was that the Claimant did not obtain the relief sought.
What Were the Facts of This Case?
The Claimant, Mr See Jen Sen (Xue Rensheng), served as an agent, associate manager, and agency leader of Prudential Assurance Company Singapore (Pte) Ltd from 29 January 2003. His relationship with the Defendant was governed by a written Agency Agreement. Prudential communicated with its agents through internal circulars known as “Agency Instructions” (“AIs”), which set out terms and conditions for various incentive and participation schemes.
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 Prudential and third parties. He believed these advertisements were not compliant with advertising guidelines issued by the Monetary Authority of Singapore (“MAS”). The Claimant raised his concerns with Prudential’s compliance team on 12 October 2020. He then wrote to the then-CEO, Mr Dennis Tan, on 17 October 2020, and the CEO referred the matter to the Chief Risk Officer (“CRO”). Investigations were conducted for approximately three months without a resolution.
After that, the Claimant followed up with the CEO on 7 January 2021. The CEO replied on 11 January 2021, and the Claimant responded the same day with proposals. The CEO did not respond further. The Claimant then wrote to MAS on 13 separate occasions between 10 May 2021 and 18 October 2021, using the pseudonym “Patrick Goh”.
On 2 November 2021, Prudential sent an email to the Claimant titled “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 with senior personnel including the Head of Conduct Surveillance, the Head of Distribution Business Partner, and the Head of Legal. Ultimately, on 7 March 2022, Prudential served a termination notice under cl 13(c) of the Agency Agreement, giving the Claimant 14 days’ notice of termination. The Claimant’s service was terminated on 21 March 2022.
What Were the Key Legal Issues?
The court identified multiple issues for trial. First, it had to determine whether the Claimant was wrongfully terminated. The Claimant’s case was that Prudential terminated his agency relationship because he was a “whistle-blower” and because he complained to MAS, and that this amounted to bad faith and a breach of an implied term of good faith, mutual trust, confidence and goodwill.
Second, the court had to decide whether the Claimant was entitled to payments under the AL-LTI Scheme. This required the court to interpret the relevant AIs, particularly the eligibility conditions for payment, including whether the Claimant needed to hold a valid agency agreement at the time the payments became due. Third, the court had to determine whether the Claimant was entitled to participate in the Sell-out Scheme, which involved an application process and a company approval mechanism.
Fourth, the court had to consider whether the relevant AI terms were unenforceable under the Unfair Contract Terms Act 1977 (2020 Rev Ed) (“UCTA”). Fifth, it had to assess the Claimant’s unjust enrichment claim, which alleged that Prudential retained monies due and payable. Finally, the court had to consider Prudential’s counterclaim that the Claimant breached the Agency Agreement by not lodging complaints through the proper channels within Prudential’s corporate structure.
How Did the Court Analyse the Issues?
Wrongful termination and the implied term of good faith
The court approached the wrongful termination claim by focusing on the interaction between an implied term and an express termination clause. The Claimant argued that cl 13(c) of the Agency Agreement—allowing termination on 14 days’ notice—was subject to an implied term of good faith, mutual trust, confidence and goodwill. In substance, he contended that Prudential terminated him for the wrong reason, namely because it was upset by his complaints to MAS, and that this amounted to retaliation and extreme bad faith.
Choo Han Teck J rejected this argument. The court emphasised that, to succeed, the Claimant needed to establish both (i) that the implied term existed and (ii) that it applied to constrain the termination clause. The court relied on settled principles that implied terms do not apply where the contract contains express termination provisions that govern the parties’ rights to end the relationship. In other words, where the contract expressly permits termination on notice, the implied term cannot be used to reintroduce a requirement to justify termination or to police the termination motive in the manner the Claimant sought.
The court supported this conclusion by reference to authority. It cited Maybank Singapore Ltd v Synergy Global Resources Pte Ltd [2024] 3 SLR 1316 at [25] for the proposition that when exercising an express contractual right of termination, there is no requirement to give reasons. The court also referred to the Appellate Division’s observation in Dong Wei v Shell Eastern Trading (Pte) Ltd and another [2022] 1 SLR 1318 at [92], that limiting contractual discretion to constrain the discretion to terminate would undermine the parties’ freedom to contract and their ability to exit agreements—an underlying premise of contract law.
Applying these principles, the court held that cl 13(c) was an express termination right. Therefore, there was no basis to assert that the Agency Agreement was terminated for wrong reasons in breach of the implied term. The court found that Prudential was within its strict legal rights to terminate by notice under cl 13(c). As a result, the wrongful termination claim failed.
AL-LTI Scheme claim and eligibility at the time of payment
Because the court found that termination was not wrongful, it held that the AL-LTI Scheme claim necessarily failed as well. The court analysed the conditions for payment under two sets of AIs: AI 006(A)/18 and AI 006(A)/19. Although the payout percentages differed, the common eligibility requirements were the same in substance. Under both AIs, payment depended on (i) a three-year vesting period, (ii) a qualifier reaching a minimum 10 years’ length of service from first appointment at manager rank, and (iii) agency leaders being required to hold a valid PACS agency agreement at the point of payment. Agency leaders without a valid PACS agency agreement would not be entitled to any payment.
The court then applied the contractual timing to the Claimant’s circumstances. 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). Under the payment schedule, the next tranche of payment was due from 2023 onwards. However, the Claimant’s Agency Agreement was terminated on 21 March 2022. Consequently, when the payments became due under the AL-LTI Scheme, the Claimant did not have a valid PACS agency agreement. Since holding a valid agency agreement at the point of payment was a condition for entitlement under cl 5.1, the court concluded that the Claimant could not satisfy the eligibility requirement and the AL-LTI Scheme claim failed.
Sell-out Scheme claim and the company’s discretion
The court also rejected the Sell-out Scheme claim. The relevant instrument was AI 005/14. The court focused on the application process and, in particular, the contractual limitations on participation. Under AI 005/14, the application had to be submitted at least three months before the sell-out date (subject to exceptions), and the applicant had to fulfil requirements in cl 3, accept and agree to reference and agreed prices, and accept the agreed pricing framework for different scenarios.
Crucially, the court highlighted cl 4.4 of AI 005/14. This clause provided that, notwithstanding any other provision in the AI, an Agency Leader would not be permitted to participate in the Sell-out Scheme unless the Company, at its sole discretion, gave approval for such participation. If the Company approved participation, it would specify the sell-out date. This meant that participation was not automatic upon application; it depended on company approval.
Although the extract provided is truncated before the court’s full reasoning on the Claimant’s specific application, the court’s conclusion was that the Sell-out Scheme claim failed. The court’s approach indicates that it treated the contractual approval mechanism and the validity of the Claimant’s application as decisive. Where the scheme terms require company approval at sole discretion and/or require compliance with the application conditions, a claimant cannot claim entitlement merely by asserting that he submitted an application, especially if the contractual prerequisites were not met.
UCTA and unjust enrichment
The Claimant also argued that terms requiring him to have a valid agency agreement (and related conditions) were unenforceable under UCTA. While the extract does not include the full UCTA analysis, the court’s overall findings on contractual interpretation and eligibility at the time of payment were fatal to the AL-LTI Scheme claim. In practice, where a claimant’s entitlement is expressly conditioned on a status at the time of payment, the court will generally treat that as a matter of contractual construction and allocation of risk, rather than a mere procedural term that can be disregarded.
On unjust enrichment, the Claimant alleged that Prudential was unjustly enriched by retaining monies due and payable to him. The court rejected this. The typical rationale in unjust enrichment disputes is that the claimant must show that the defendant received or retained a benefit in circumstances that are unjust, and that there is no applicable contractual basis justifying retention. Given the court’s conclusion that the Claimant was not entitled to the relevant scheme payments under the contract, the unjust enrichment claim was unlikely to succeed because the retention was consistent with the contractual scheme design and eligibility conditions.
Counterclaim
Prudential counterclaimed for breach of the Agency Agreement, alleging that the Claimant did not lodge his complaints through the proper channels set up in Prudential’s corporate structure. The extract indicates that the Claimant responded that the counterclaim was wholly without merit. However, the provided text is truncated before the court’s full treatment of the counterclaim. Still, the court’s overall disposition was that the Claimant’s claims failed, and the counterclaim did not result in relief against him in the extract provided.
What Was the Outcome?
The High Court dismissed the Claimant’s claims in their entirety as reflected in the extract: the wrongful termination claim failed because Prudential acted within its express contractual right to terminate on notice under cl 13(c), without being constrained by the implied term of good faith in the manner argued. The AL-LTI Scheme claim failed because the Claimant did not hold a valid PACS agency agreement at the time the payments became due. The Sell-out Scheme claim also failed because the contractual scheme terms did not entitle participation absent compliance with the application process and/or company approval at sole discretion.
The court also rejected the Claimant’s UCTA-based challenge and his unjust enrichment claim. The practical effect is that the Claimant did not receive the incentive payments or scheme entitlements he sought, and the termination of his agency relationship stood as contractually effective.
Why Does This Case Matter?
This decision is significant for practitioners advising on termination clauses and implied terms in Singapore contract law. It reinforces a key doctrinal point: implied terms of good faith, mutual trust, confidence and goodwill generally do not override or constrain express termination rights where the contract clearly allocates the parties’ exit mechanism. For employers, principals, and commercial counterparties, the case supports the enforceability of termination-on-notice provisions without an implied obligation to justify termination by reference to motive or fairness beyond what the contract itself requires.
For agents and employees, the case highlights the importance of carefully analysing eligibility conditions in incentive schemes and the timing of entitlement. Where scheme terms require a particular status “at the point of payment” (or otherwise make payment contingent on continued contractual standing), termination—even if disputed—may extinguish the claimant’s ability to satisfy those conditions. This is especially relevant in long-term incentive structures with vesting and multi-year payout schedules.
Finally, the case is a useful reference point for unjust enrichment claims in the presence of a contractual framework. If the contract governs whether and when payments are due, unjust enrichment arguments may struggle unless the claimant can show that the defendant’s retention is inconsistent with the contractual allocation of rights and benefits. The decision therefore serves as a reminder to structure claims coherently: where entitlement is contractually conditioned, restitutionary theories may be difficult to sustain.
Legislation Referenced
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
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.