BGC Partners v Yap Yuk Hee: Breach of Contract & Inducing Breach of Contract Dispute

In Suit No 478 of 2017, the High Court of Singapore dismissed claims by BGC Partners (Singapore) Ltd against Yap Yuk Hee and John Lawrence G Sun for breach of contract, and against ICAP (Singapore) Pte Ltd for inducing said breach. The court, presided over by See Kee Oon J, found that no valid and binding employment agreements existed between BGC and Yap/Sun. The judgment was delivered on 3 December 2021, following trial dates in March, April, and September 2021. BGC's claim was for breach of contract and ICAP was accused of inducing the breach.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Claims dismissed in their entirety.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

BGC's claims against Yap, Sun, and ICAP for breach of contract and inducing breach of contract were dismissed due to lack of a binding agreement.

1.7 Decision Date

2 December 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
BGC Partners (Singapore) Limited	Plaintiff	Corporation	Claim Dismissed	Lost	Sheryl Lauren Koh Quanli of Allen & Gledhill LLP Tay Yong Seng of Allen & Gledhill LLP Ang Ann Liang of Allen & Gledhill LLP Alyssa P’ng Hui-Jing of Allen & Gledhill LLP
Yap Yuk Hee	Defendant	Individual	Judgment for Defendant	Won	Chia Xin Ran Alina of Rajah & Tann Singapore LLP Kristin Ng Wei Ting of Rajah & Tann Singapore LLP
John Lawrence G Sun	Defendant	Individual	Judgment for Defendant	Won	Chia Xin Ran Alina of Rajah & Tann Singapore LLP Kristin Ng Wei Ting of Rajah & Tann Singapore LLP
ICAP (Singapore) Pte Ltd (formerly known as ICAP AP (Singapore) Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Ang Hsueh Ling Celeste of Wong & Leow LLC Lee Jia Wei Spencer of Wong & Leow LLC Shirleen Low of Wong & Leow LLC Shriram Jayakumar of Wong & Leow LLC

3. Judges

Judge Name	Title	Delivered Judgment
See Kee Oon	Judge	Yes

4. Counsels

Counsel Name	Organization
Sheryl Lauren Koh Quanli	Allen & Gledhill LLP
Tay Yong Seng	Allen & Gledhill LLP
Ang Ann Liang	Allen & Gledhill LLP
Alyssa P’ng Hui-Jing	Allen & Gledhill LLP
Chia Xin Ran Alina	Rajah & Tann Singapore LLP
Kristin Ng Wei Ting	Rajah & Tann Singapore LLP
Ang Hsueh Ling Celeste	Wong & Leow LLC
Lee Jia Wei Spencer	Wong & Leow LLC
Shirleen Low	Wong & Leow LLC
Shriram Jayakumar	Wong & Leow LLC

4. Facts

BGC and ICAP are rival companies providing inter-dealer brokerage services.
Yap and Sun were brokers employed by ICAP working on the Peso NDF desk.
Warner, previously ICAP's CEO, moved to BGC and approached Sun to join BGC to start a Peso NDF Desk.
Sun requested that his team members, including Yap, be offered contracts with BGC.
Yap and Sun signed employment agreements with BGC, but the documents were left undated and unexecuted by BGC.
Yap and Sun gave notice of their resignation to ICAP but were persuaded to stay after renegotiating their employment terms.
Yap and Sun informed Warner that they had decided to stay at ICAP and would not be joining BGC.

5. Formal Citations

BGC Partners (Singapore) Ltd v Yap Yuk Hee and others, Suit No 478 of 2017, [2021] SGHC 279

6. Timeline

Date	Event
2010-09-01	Yap and Sun began working on the Peso NDF desk at ICAP.
2015-06-01	Warner approached Sun to join BGC to start a Peso NDF Desk.
2015-06-24	Sun met Warner and signed an employment agreement with BGC.
2015-06-25	Sun gave notice of his resignation to ICAP.
2015-06-29	Warner contacted Yap to discuss his proposed employment with BGC.
2015-07-07	Yap signed an identical set of documents as Sun with BGC.
2015-07-23	Yap tendered his resignation to ICAP.
2015-09-21	Yap and Sun decided to remain at ICAP and received letters of indemnity from ICAP.
2015-09-23	Sun signed a new five year contract with ICAP.
2015-09-23	Yap signed a new three year contract with ICAP.
2015-09-01	Yap and Sun separately informed Warner that they had decided to stay at ICAP.
2015-10-16	Yap and Sun confirmed their respective positions in writing to BGC.
2015-10-19	BGC conveyed copies of the employment agreements to Yap.
2015-10-22	BGC conveyed copies of the employment agreements to Sun.
2015-12-01	Webster met with Sun.
2017-01-01	Suit No 478 of 2017 filed.
2021-03-23	Trial began.
2021-04-23	Trial.
2021-09-06	Oral remarks delivered.
2021-12-03	Judgment delivered.

7. Legal Issues

Breach of Contract
- Outcome: The court found that no valid and binding agreements existed, therefore there was no breach of contract.
- Category: Substantive
- Sub-Issues:
  - Repudiation of contract
  - Failure to fulfill contractual obligations
Inducing Breach of Contract
- Outcome: The court found that ICAP did not wrongfully induce a breach of contract because there were no valid and binding agreements in place.
- Category: Substantive
Contract Formation
- Outcome: The court held that there was no valid contract because BGC had not effectively communicated its acceptance of Yap and Sun's offers.
- Category: Substantive
- Sub-Issues:
  - Offer
  - Acceptance
  - Communication of acceptance
Implied Term of Mutual Trust and Confidence
- Outcome: The court found that there was no repudiatory breach of an implied term of mutual trust and confidence on BGC’s part.
- Category: Substantive
Damages
- Outcome: The court found the issue of damages was moot because there was no valid or binding contract between BGC and Yap and/or Sun.
- Category: Substantive

8. Remedies Sought

Liquidated Damages
Damages to be assessed

9. Cause of Actions

Breach of Contract
Inducement of Breach of Contract

10. Practice Areas

Commercial Litigation
Contract Disputes

11. Industries

Financial Services

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited for the definition of acceptance as a final and unqualified expression of assent to the terms of an offer.
Bolton Partners v Lambert	N/A	Yes	(1889) 41 Ch.D. 295	N/A	Cited by BGC to argue that Warner's authority to contract with Yap and Sun was ratified retrospectively by BGC.
Fleming v Bank of New Zealand	N/A	Yes	[1900] AC 577	N/A	Cited as a case that criticizes Bolton Partners v Lambert.
Davison v Vickery’s Motors Limited	N/A	Yes	(1925) 37 CLR 1	N/A	Cited as a case that criticizes Bolton Partners v Lambert.
Hughes v NM Superannuation Pty Limited	N/A	Yes	(1993) 11 ACLC 923	N/A	Cited as a case that criticizes Bolton Partners v Lambert.
Reveille Independent LLC v Anotech International (UK) Ltd	Court of Appeal	Yes	[2016] EWCA Civ 443	England and Wales	Cited by BGC to argue that a contract can be formed by agreement of parties even if parties do not sign.
Robophone Facilities Ltd v Blank	N/A	Yes	[1966] 1 WLR 1428	N/A	Cited as an analogous case regarding the requirement of communication of acceptance for a binding contract.
Ng Chee Weng v Lim Jit Ming Bryan	Court of Appeal	Yes	[2012] 1 SLR 457	Singapore	Cited for the principle that while a party has the right to plead inconsistent rights in the alternative, the alternatives cannot offend common sense and justice.
Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matter	Court of Appeal	Yes	[2020] 1 SLR 606	Singapore	Cited for affirming the principle that while a party has the right to plead inconsistent rights in the alternative, the alternatives cannot offend common sense and justice.
Novus Aviation Ltd v Alubaf Arab International Bank BSC(c)	N/A	Yes	[2016] EWHC 1575 (Comm)	England and Wales	Cited for the proposition that if the clause in question was for the benefit of both parties, it must be clear that both parties have waived it in order for any waiver to have been effective.
RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH & Co KG (UK Production)	UK Supreme Court	Yes	[2010] 1 WLR 753	United Kingdom	Cited for the principle that the governing criterion of contract formation is the reasonable expectations of honest sensible businessmen.
Comfort Management Pte Ltd v OGSP Engineering Pte Ltd	N/A	Yes	[2018] 1 SLR 979	Singapore	Cited for the principle that a no-oral modification clause only raises a rebuttable presumption that in the absence of an agreement in writing there would be no variation.
Charles Lim Teng Siang and another v Hong Choon Hau and another	N/A	Yes	[2021] 2 SLR 153	Singapore	Cited for the principle that a no-oral modification clause only raises a rebuttable presumption that in the absence of an agreement in writing there would be no variation.
Bintai Kindenko Pte Ltd v Samsung C&T Corp and another	N/A	Yes	[2019] 2 SLR 295	Singapore	Cited for the principle that in the absence of fraud or misrepresentation, a party is bound by all the terms of a contract that it signs, even if that party did not read or understand those terms.
Man Financial (S) Pte Ltd (formerly known as E D & F Man International (S) Pte Ltd) v Wong Bark Chuan David	N/A	Yes	[2008] 1 SLR(R) 663	Singapore	Cited regarding disparity in bargaining power in employer-employee relationships.
Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart	N/A	Yes	[2012] 4 SLR 308	Singapore	Cited regarding disparity in bargaining power in employer-employee relationships.
MCH International Pte Ltd and others v YG Group Pte Ltd and others and other appeals	N/A	Yes	[2019] 2 SLR 837	Singapore	Cited regarding the admissibility of subsequent conduct for showing the existence of a contractual agreement.
Leiman, Ricardo and another v Noble Resources Ltd and another	N/A	Yes	[2020] 2 SLR 386	Singapore	Cited regarding the admissibility of subsequent conduct for showing the existence of a contractual agreement.
M+W Singapore Pte Ltd v Leow Tet Sin and another	N/A	Yes	[2015] 2 SLR 271	Singapore	Cited for the elements required to establish a case of inducing breach of contract.
Wee Kim San Lawrence Bernard v Robinson & Co (Singapore) Pte Ltd	Court of Appeal	Yes	[2014] 4 SLR 357	Singapore	Cited for the implication of a term of mutual trust and confidence into employment contracts.
Malik v Bank of Credit and Commerce International SA (in compulsory liquidation)	N/A	Yes	[1998] AC 20	N/A	Cited for the wide ambit of the implied term of mutual trust and confidence.
Cheah Peng Hock v Luzhou Bio-Chem Technology Ltd	N/A	Yes	[2013] 2 SLR 577	Singapore	Cited as a High Court decision supporting the applicability of the implied term of mutual trust and confidence.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal	Court of Appeal	Yes	[2013] 4 SLR 193	Singapore	Cited for the test for implication of terms in a contract.
CAA Technologies Pte Ltd v Newcon Builders Pte Ltd	N/A	Yes	[2017] 2 SLR 940	Singapore	Cited regarding the contemplation of an issue by only one party when implying a term.
OMG Holdings Pte Ltd v Pos Ad Sdn Bhd	N/A	Yes	[2012] 4 SLR 231	Singapore	Cited regarding injustice or irreparable prejudice that cannot be compensated by costs.
Tembusu Growth Fund Ltd v ACTAtek, Inc and others	N/A	Yes	[2018] 4 SLR 1213	Singapore	Cited for the issues raised in relation to the quantum of damages in anticipatory breaches.
Bunge SA v Nidera BV	N/A	Yes	[2015] 3 All ER 1082	N/A	Cited for the duty to mitigate from the time the repudiatory breach is accepted.
Robinson v Harman	N/A	Yes	(1848) 1 Exch 850	N/A	Cited for the principle that losses ought to be assessed as at the time fixed for performance.
iVenture Card Ltd and others v Big Bus Singapore City Sightseeing Pte Ltd and others	Court of Appeal	Yes	[2021] SGCA 97	Singapore	Cited for the principle that events post-dating the breach can be considered in assessment.
The “STX Mumbai” and another matter	N/A	Yes	[2015] 5 SLR 1	Singapore	Cited for the principle that the actual nature and consequences of a breach might be known by the time the court hears the case.
Golden Strait Corp v Nippon Yusen Kubishika Kaisha	N/A	Yes	[2007] 2 AC 353	N/A	Cited for the principle that the court should not be precluded from taking into account events which occur subsequent to a breach of contract in assessing the actual nature and consequences of the breach.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Peso Non-Deliverable Forwards
Inter-dealer brokerage
Broker's contract
Forward contracts
Clause 6(c)
Liquidated damages
Ratification
Waiver
Condition precedent
Communication of acceptance

15.2 Keywords

breach of contract
inducing breach
employment agreement
contract formation
Peso NDF
brokerage services

17. Areas of Law

Area Name	Relevance Score
Contract Law	80
Breach of Contract	75
Inducement of Breach of Contract	70
Damages	60

16. Subjects

Contract Law
Employment Law
Financial Services