Latham v Credit Suisse: Wrongful Dismissal & Discretionary Bonus Dispute

In Latham v Credit Suisse First Boston, the Court of Appeal of Singapore heard an appeal by Scott Latham against the decision of the judicial commissioner who dismissed his claim for a bonus as part of his damages for wrongful dismissal from Credit Suisse First Boston. Latham claimed he was wrongfully dismissed and sought damages, including a guaranteed bonus. The court dismissed Latham's appeal, finding that there was no guaranteed bonus agreement and that the one month's remuneration already paid was sufficient compensation for the technical breach of contract due to the lack of proper notice.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Scott Latham sued Credit Suisse for wrongful dismissal, claiming a guaranteed bonus. The court dismissed the appeal, finding no guaranteed bonus agreement.

1.7 Decision Date

14 May 2000

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Latham	Appellant	Individual	Appeal dismissed	Lost	Davinder Singh, Ajay Advani
Credit Suisse First Boston	Respondent	Corporation	Appeal dismissed	Won	Andre Yeap, Lim Wee Ming

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of the Court of Appeal	Yes
L P Thean	Justice of the Court of Appeal	No
Yong Pung How	Chief Justice	No

4. Counsels

Counsel Name	Organization
Davinder Singh	Drew & Napier
Ajay Advani	Drew & Napier
Andre Yeap	Allen & Gledhill
Lim Wee Ming	Allen & Gledhill

4. Facts

Latham was employed by CSFB as Director of Global Emerging Markets in April 1997.
Latham's employment contract included a clause stating that a bonus may be paid based on company profitability and individual performance.
Latham claimed an oral agreement guaranteed him a US$500,000 bonus if EMG Asia achieved its minimum target budget.
Latham was told to leave CSFB on 17 September 1997.
CSFB terminated Latham's contract on 15 October 1997, giving one month's remuneration in lieu of notice.
Latham alleged he was dismissed for complaining about insider trading and mis-marking of trading books.
The judicial commissioner found that Latham was wrongfully dismissed on the technical ground that he was not given the requisite one month's notice.

5. Formal Citations

Latham v Credit Suisse First Boston, CA 168/1999, [2000] SGCA 26

6. Timeline

Date	Event
1997-03-18	Euro Search sent an email to Neil Harvey regarding Scott Latham's salary package at BZW.
1997-03-26	Latham's written contract of employment with CSFB was dated.
1997-04-02	Latham's written contract of employment with CSFB was backdated to this date.
1997-04-07	Latham signed the contract with CSFB.
1997-04-01	Latham commenced work at CSFB.
1997-08-28	Harvey sent an email to Dave Basile regarding Latham's tentative bonus.
1997-09-17	Latham was told to leave CSFB.
1997-10-15	CSFB purportedly terminated Latham's contract of employment.
1997-12-16	CSFB filed the Uniform Termination Notice for Securities Industry Registration electronically in the United States.
2000-05-15	Decision Date

7. Legal Issues

Wrongful Dismissal
- Outcome: The court found that Latham was wrongfully dismissed on the technical ground that he was not given the requisite one month's notice.
- Category: Substantive
- Sub-Issues:
  - Defective notice of termination
  - Bad faith dismissal
Admissibility of Oral Evidence
- Outcome: The court held that the oral evidence of a guaranteed bonus was inadmissible as it contradicted the written contract and did not fall under the exceptions in s 94 of the Evidence Act.
- Category: Procedural
- Sub-Issues:
  - Parol evidence rule
  - Collateral contract
  - Condition precedent
Discretionary Bonus
- Outcome: The court held that Latham was not entitled to damages for the loss of a discretionary bonus, as the decision to grant a bonus was entirely at the discretion of CSFB.
- Category: Substantive
- Sub-Issues:
  - Loss of opportunity to earn bonus
  - Reasonable performance of contract

8. Remedies Sought

Declaration of wrongful dismissal
Damages for lost wages and bonus
Inquiry into CSFB's EMG dealings

9. Cause of Actions

Wrongful Dismissal
Breach of Contract

10. Practice Areas

Wrongful Dismissal
Contract Disputes
Employment Contracts

11. Industries

Finance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ng Lay Choo Marion v Lok Lai Oi	Court of Appeal	Yes	[1995] 3 SLR 221	Singapore	Cited for the principle that evidence of a collateral contract is inadmissible if it is inconsistent with the written agreement.
Tindok Besar Estate Sdn Bhd v Tinjar Co	N/A	No	[1979] 2 MLJ 229	Malaysia	Cited as favoring a literal interpretation of sections 93 and 94 of the Evidence Act.
Tan Swee Hoe Co Ltd v Ali Hussain Bros	N/A	No	[1980] 2 MLJ 16	Malaysia	Cited as an authority that an oral promise given at the time of contracting overrides any inconsistent written agreement, but the court did not follow this approach.
Mendelssohn v Normand Ltd	N/A	No	[1970] 1 QB 177	England	Cited as an English authority that an oral promise given at the time of contracting which induces a party to enter into the contract, overrides any inconsistent written agreement.
Lim Hwee Meng v Citadel Investment Pte Ltd	N/A	Yes	[1998] 3 SLR 601	Singapore	Cited for the principle that an appellate court should be slow to overturn a trial judge's finding of fact based on witness credibility.
Aircharter World Pte Ltd v Kontena Nasional Bhd	N/A	Yes	[1999] 3 SLR 1	Singapore	Cited for the principle that an appellate court should be slow to overturn a trial judge's finding of fact based on witness credibility.
Lavarack v Woods of Colchester Ltd	English Court of Appeal	No	[1967] 1 QB 278	England	Cited regarding damages for wrongful dismissal and entitlement to extra benefits not contractually obligated.
Commonwealth of Australia v Amann Aviation Pty Ltd	High Court	No	[1991] 174 CLR 64	Australia	Cited regarding damages for breach of contract and the recovery of expenses incurred in preparing for performance.
Martin Steven David v Tasmanian Developments and Resources	N/A	No	[1999] FCA 593	Australia	Cited regarding damages for breach of contract and loss of a chance.
Abrahams v Reiach	N/A	Yes	[1922] 1 KB 477	England	Cited for the principle that while a party can perform the barest minimum obligations, the methods must be reasonable.
Lion Nathan v CC Bottlers	Judicial Committee of the Privy Council	No	[1996] 1 WLR 1438	United Kingdom	Cited regarding the calculation of damages based on a bona fide forecast.
Lee Paula v Robert Zehil & Co	N/A	Yes	[1983] 2 All ER 390	England	Cited for the principle that a party's freedom of choice in fulfilling a contract is limited to reasonable methods.
Hadley v Baxendale	N/A	Yes	[1854] 9 Ex 341	England	Cited regarding the principle that limits damages to what was within the parties' reasonable contemplation.
Alexander Proudfoot Productivity Services Co S`pore Pte Ltd v Sim Hua Ngee Alvin	N/A	Yes	[1993] 1 SLR 494	Singapore	Cited regarding the correct measure of damages for wrongful dismissal due to defective termination notices.
Vine v National Dock Labour Board	Court of Appeal	No	[1956] 1 QB 658	England	Cited regarding whether a declaration is a necessary remedy in addition to damages for wrongful dismissal.

13. Applicable Rules

Rule Name
Rules of Court (1997 Rev Ed) O 15 r 16

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed) ss 93 & 94	Singapore
Supreme Court of Judicature Act (Cap 322, 1999 Rev Ed) s 18	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Wrongful dismissal
Discretionary bonus
Oral agreement
Parol evidence rule
Condition precedent
Collateral contract
Insider trading
U-5 form
Guaranteed bonus
Employment contract

15.2 Keywords

wrongful dismissal
employment contract
bonus
Singapore
contract law
evidence act

16. Subjects

Employment Law
Contract Law
Evidence

17. Areas of Law

Employment Law
Contract Law
Evidence Law