Whistleblower loses Appellate Division bid to overturn Prudential termination ruling

The Appellate Division of the High Court on Monday, 18 May 2026 dismissed the appeal of See Jen Sen (Xue Rensheng), a former financial services director and agency leader at Prudential Assurance Company Singapore (Pte) Ltd (Prudential), upholding a High Court ruling that had rejected all of his claims against the insurer.

The appeal was heard over approximately three hours at the Supreme Court before a three-judge panel comprising Justice Woo Bih Li, Justice Debbie Ong Siew Ling, and Justice Kannan Ramesh.

The bench dismissed the appeal orally at the conclusion of the hearing. Costs of S$40,000 inclusive of disbursements were awarded to Prudential.

See was represented by Mahmood Gaznavi, Prudential was represented by Terence Seah.

Background: the High Court ruling

In a judgment issued on 10 November 2025, Justice Choo Han Teck of the General Division of the High Court dismissed all of See's claims against Prudential following a trial in September and October 2025.

See had been engaged as an agent, associate manager, and agency leader under a written agency agreement with Prudential from 29 January 2003. His agency was terminated by Prudential on 21 March 2022 through a 14-day written notice of termination under Clause 13(c) of the agreement.

He had brought claims including wrongful termination, entitlement to payments under the Agency Leaders Long-Term Incentives Scheme (AL-LTI Scheme), entitlement to participate in a sell-out and retirement scheme, and unjust enrichment. The High Court dismissed all four heads of claim, as well as Prudential's counterclaim against See for alleged breach of the agency agreement.

The termination followed See's anonymous complaints to the Monetary Authority of Singapore (MAS) in 2021. After raising concerns internally about social media advertisements he believed violated MAS guidelines, and receiving responses he found unsatisfactory, See lodged 13 complaints with the MAS between May and October 2021 using the pseudonym "Patrick Goh". Prudential identified him as the complainant and served the termination notice in March 2022.

The appeal: the disguised termination argument

The central argument advanced by Gaznavi before the Appellate Division on Monday was that Prudential's termination, though framed on paper as a notice termination under Clause 13(c), was in substance a dismissal for cause — a "disguised termination" driven by the company's displeasure at See's complaints to MAS.

Gaznavi submitted that Prudential had throughout the proceedings cited its view of See's alleged dishonesty and lack of integrity as reasons for its decisions, including its refusal to allow See to participate in the sell-out scheme. He argued that a party which ran its case on the basis of stated reasons could not then simultaneously maintain it was exercising a purely no-cause termination right.

The bench challenged this position repeatedly and with some force. The judges pointed out that Clause 13(c) confers an express contractual right to terminate without giving reasons, and that a party entitled to exercise such a right may do so regardless of whatever internal view it holds of the other party.

One of the judges observed during exchanges with Gaznavi that even if Prudential had formed a view about See's character — whether right or wrong — the company retained the option of proceeding under Clause 13(c) rather than initiating a disciplinary process.

The judge noted that to insist Prudential must have taken the disciplinary route was in effect to say the company could not exercise a right to which it was contractually entitled.

When Gaznavi argued that Prudential had muddied the two routes by introducing reasons when it should have remained silent, a judge responded that there was no legal obligation for Prudential to refrain from offering explanations simply because it was relying on a no-cause provision.

The judge observed that Prudential could validly say it had reasons, had no obligation to justify those reasons, and was still relying on Clause 13(c). The bench asked Gaznavi directly: if Prudential was entitled to elect to proceed under 13(c), was the appellant saying it could not elect to do so?

Gaznavi also raised a public policy argument at the hearing — that it would be contrary to public policy to allow Clause 13(c) to be used against a whistleblower. The respondent's counsel, Seah, noted that this argument had not been pleaded at first instance.

The bench also noted the argument had not been clearly articulated as to whether it was grounded in illegality, impossibility, or some form of implied term, and that it was not apparent what legal principle was being engaged.

The sell-out scheme and the AL-LTI scheme

Gaznavi addressed the sell-out scheme eligibility provisions at the hearing, directing the court to specific clauses and arguing that See met the eligibility criteria under Clauses 3.1(a) and 3.1(c) of the relevant Agency Instruction at the time he submitted his emails in March 2022.

Justice Kannan Ramesh asked Gaznavi to identify the specific clause under Clause 3 of the sell-out scheme he was relying on. Justice Woo Bih Li then asked whether the relevant Agency Instruction document was in either party's core bundle. Both Gaznavi and Seah confirmed it was not, citing page limit constraints.

Justice Woo responded that counsel should have applied for an extension of pages rather than leave key provisions out of the bundle. Gaznavi indicated that the appellant was relying on eligibility provisions 3.1(a) and 3.1(c). Justice Kannan Ramesh then asked about Clause 4.4 and pressed Gaznavi on what exactly the appellant's case was on that provision.

The judges also pressed Gaznavi on what evidence supported his challenge to Prudential's exercise of discretion under the sell-out scheme, querying what specifically was alleged to have been wrong with the way the discretion was exercised. Gaznavi was unable to point to specific pleaded facts on this point.

On the AL-LTI Scheme, Seah maintained the respondent's position that entitlement to payment under both relevant agency instructions required the holder to possess a valid Prudential agency agreement at the point of payment.

The next payment tranche under the scheme fell due in 2023, by which time See's agency agreement had already been terminated in March 2022. Seah submitted that this was a clearly delineated condition of which See was or ought to have been aware.

A contractual duty to report

During his submissions, Gaznavi directed the bench to Clause 7 of See's original agency agreement dated 29 January 2003, which stipulated a requirement to follow MAS directives

Gaznavi submitted that the clause created a contractual obligation on See to report regulatory violations to the MAS — and that Prudential had therefore terminated him for doing precisely what the contract required of him.

The argument, had it been developed, would have reframed See's MAS complaints not as an act of personal conscience but as the discharge of a contractual duty, putting Prudential in the position of penalising an agent for contractual compliance.

However, the bench cut the submission short. One of the judges observed that the argument did not appear anywhere in Gaznavi's appellant's case, and told Gaznavi directly that he appeared to be advancing arguments at the hearing that he had not set out in his written submissions — trying, as the judge put it, a different angle on the morning of the hearing.

Gaznavi was unable to take the point further. The argument was not pursued.

The whistleblower claim

Central to See's case throughout the proceedings was his contention that he had been dismissed in retaliation for reporting suspected regulatory violations to the MAS — in effect, that he was a whistleblower who had been punished for acting in the public interest.

See had first raised concerns through internal channels. On 12 October 2020, he brought his concerns about the social media advertisements to Prudential's compliance team. Five days later, he wrote directly to the then-chief executive Dennis Tan, who referred the matter to the Chief Risk Officer for investigation. After three months with no satisfactory outcome, See contacted Tan again in January 2021.

Tan acknowledged in his reply that a proper framework for social media use was necessary, and outlined steps taken by Prudential. See responded the same day with proposals of his own, but received no further reply from Tan. It was only after four months of silence that See lodged his first complaint with the MAS, on 10 May 2021.

Over the following five months, See submitted a total of 13 complaints using the name "Patrick Goh". Prudential identified him as the complainant by November 2021 and confronted him at a meeting attended by its heads of conduct surveillance, distribution business partner, and legal division. The termination notice followed in March 2022.

At the Appellate Division hearing on Monday, Gaznavi pointed to Prudential's own internal documentation — described in submissions as a "speak up" policy — which the company said encouraged agents to raise issues of wrongdoing and protected those who did so, including through anonymous reporting.

Gaznavi argued that the spirit of such a policy necessarily extended to reporting to external regulators such as the MAS, and that See had exercised that option only after exhausting internal avenues.

Gaznavi also raised a public policy argument before the bench: that it is contrary to public policy to invoke Clause 13(c) as a mechanism for terminating an agent who had, in good faith, escalated regulatory concerns to the MAS.

Seah for Prudential noted that this argument had not been pleaded at first instance and was being raised for the first time on appeal. The bench also observed that it was not apparent whether the argument was grounded in illegality, impossibility, or an implied contractual term, and pressed Gaznavi to clarify the legal basis for the submission.

The High Court had, at first instance, found in See's favour on the specific question of whether his MAS complaints constituted a breach of his agency agreement — dismissing Prudential's counterclaim on that basis entirely.

Justice Choo Han Teck found that See had acted within a broader public duty to report suspected breaches of MAS advertising guidelines in good faith, and that his complaints may well have prompted necessary regulatory action.

However, the court also noted a concern that arose during Monday's hearing about the manner of those complaints. The bench drew a distinction between an agent choosing to remain anonymous when making a disclosure and an agent actively presenting himself as a consumer who had been personally misled.

See's MAS complaints had been submitted to a consumer-facing address, and several of them were framed in the voice of a member of the public responding to misleading advertisements — a characterisation the judges noted was not accurate.

Justice Woo Bih Li observed that the court would not want the case to be read as endorsing the practice of misrepresenting one's identity and relationship to the subject matter of a complaint.

Gaznavi responded that See had approached the matter from a consumer's perspective, having identified content he genuinely believed was misleading members of the public, and that nothing was to be gained by the misrepresentation. The judge noted the distinction between concern for consumers and claiming to be one.

No whistleblower legislation in Singapore

In addressing the public policy argument raised by Gaznavi, Seah told the bench that there was no legislation in Singapore which required a contractual termination clause to be read subject to any restriction on its use against a whistleblower.

Seah noted that such laws existed in other jurisdictions, but that Singapore had no equivalent. On that basis, he submitted that Gaznavis public policy argument had no legal foundation in Singapore law and could not be sustained.

The bench accepted the submission without inviting further development of the point.

The appeal was dismissed at the conclusion of the hearing.