BGC Partners v Sumit Grover: Non est factum, Contractual Terms & Termination in Employment Law

In BGC Partners (Singapore) Limited and GFI Group Pte Ltd v Sumit Grover, before the General Division of the High Court of Singapore on 13 August 2024, the plaintiffs, BGC Partners and GFI Group, sued the defendant, Sumit Grover, for repayment of loans. Grover counterclaimed for unlawful termination and unpaid bonuses. The court found in favor of the plaintiffs, holding that the Employment Agreement was binding, the termination was valid, and Grover was not entitled to unpaid bonuses. The court dismissed Grover's counterclaims and ordered him to repay the loans and contractual interest.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiffs

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

BGC Partners sues Sumit Grover for loan repayment after termination. Grover counterclaims wrongful termination and unpaid bonuses. Court finds for BGC, dismissing Grover's claims.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
BGC Partners (Singapore) LimitedPlaintiffCorporationJudgment for PlaintiffWon
GFI Group Pte LtdPlaintiffCorporationJudgment for PlaintiffWon
Sumit GroverDefendantIndividualCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Wong Li Kok, AlexJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Tay Yong SengAllen & Gledhill LLP
Shjoneman Tan Sze ErnAllen & Gledhill LLP
Vivian Toh Jia JingAllen & Gledhill LLP
Avery Yew Wei LiAllen & Gledhill LLP
Sureshan s/o KulasingamSureshan LLC
Nevinjit SinghSureshan LLC

4. Facts

  1. Defendant was employed as a broker specializing in Indian Rupee NDFs.
  2. Defendant entered into an Employment Agreement with GFI on 9 November 2017.
  3. GFI granted the defendant loans amounting to S$1,569,210.20 and S$980,000.00.
  4. Defendant's employment was transferred from GFI to BGC on 1 May 2020.
  5. BGC terminated the defendant’s employment on 22 September 2021 due to failure to meet the Performance Ratio.
  6. Defendant counterclaimed for damages for unlawful termination and unpaid bonuses.
  7. The Employment Agreement contained a Performance Ratio clause.

5. Formal Citations

  1. BGC Partners (Singapore) Ltd and another v Sumit Grover, Suit No 1052 of 2021, [2024] SGHC 206

6. Timeline

DateEvent
Defendant employed at M/s Nittan Capital Pte Ltd
Defendant employed at M/s Tradition Singapore Pte Ltd
GFI approached defendant to join as a broker
Defendant entered into three written agreements with GFI
GFI paid out S$1,569,210.20 to the defendant under the 1st Loan Agreement
Defendant commenced employment as a broker with GFI
Defendant became a partner of BGC Holdings, L.P.
Defendant given notice of transfer from GFI to BGC
First tranche of the 2nd Loan Agreement assigned from GFI to BGC
Defendant accepted transfer from GFI to BGC
BGC terminated the defendant’s employment
Plaintiffs commenced suit to claim unpaid loan and contractual interest
Trial began
Trial concluded
Judgment reserved

7. Legal Issues

  1. Non est factum
    • Outcome: The court held that the defence of non est factum fails, and the defendant remains bound by the Employment Agreement.
    • Category: Substantive
    • Related Cases:
      • [2015] 5 SLR 62
      • [2019] 5 SLR 172
  2. Breach of Contract
    • Outcome: The court held that the Employment Agreement was binding on the defendant, and BGC was entitled to terminate the defendant for failure to meet the Performance Ratio.
    • Category: Substantive
  3. Wrongful Termination
    • Outcome: The court held that BGC had validly exercised its unqualified right to terminate the defendant’s employment and did not breach any implied duty of mutual trust and confidence.
    • Category: Substantive
    • Related Cases:
      • [2022] 1 SLR 1318
  4. Unpaid Bonuses
    • Outcome: The court held that the bonuses were not guaranteed as of right, and BGC’s decision to withhold them was lawful.
    • Category: Substantive
    • Related Cases:
      • [2015] 2 SLR 603

8. Remedies Sought

  1. Monetary Damages
  2. Repayment of Loans

9. Cause of Actions

  • Breach of Contract
  • Unlawful Termination

10. Practice Areas

  • Commercial Litigation
  • Employment Litigation

11. Industries

  • Financial Services

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Gay Choon Ing v Loh Sze Ti Terence Peter and another appealCourt of AppealYes[2009] 2 SLR(R) 332SingaporeCited for the principle that a valid contract requires an intention to create legal relations.
Lee Chee Wei v Tan Hor Peow Victor and others and another appealCourt of AppealYes[2007] 3 SLR(R) 537SingaporeCited for the effect of an entire agreement clause on pre-contractual agreements.
Oversea-Chinese Banking Corp Ltd v Yeo Hui Keng (Tan Peng Chin LLC, third party)High CourtYes[2019] 5 SLR 172SingaporeCited for the principle that a signature binds a party and the requirements for the defence of non est factum.
Mahidon Nichiar bte Mohad Ali and others v Dawood Sultan KamaldinCourt of AppealYes[2015] 5 SLR 62SingaporeCited for the requirements of the defence of non est factum and the definition of radical difference.
Oversea-Chinese Banking Corp Ltd v Frankel Motor Pte Ltd and othersHigh CourtYes[2009] 3 SLR(R) 623SingaporeCited for the principle that a person ignorant of what he is signing cannot rely on the defence of non est factum.
Walsh Terence William v Peregrine Systems Pte LtdHigh CourtYes[2003] SGHC 117SingaporeCited for considering the plaintiff’s conduct subsequent to receiving the employment contract.
Fairview Developments Pte Ltd v Ong & Ong Pte Ltd and another appealCourt of AppealYes[2014] 2 SLR 318SingaporeCited for the effect of novation on the original and new contracts.
Dong Wei v Shell Eastern Trading (Pte) Ltd and anotherAppellate Division of High CourtYes[2022] 1 SLR 1318SingaporeCited for the obiter remarks on an employer’s right of termination and the implied duty of mutual trust and confidence.
Leiman, Ricardo and another v Noble Resources Ltd and anotherHigh CourtYes[2018] SGHC 166SingaporeCited for the implied term that an employer will not exercise its contractual discretion to award benefits arbitrarily, capriciously or in bad faith.
Braganza v BP Shipping Ltd and anotherUK Supreme CourtYes[2015] 1 WLR 1661United KingdomCited for the implied term that a decision-making process be lawful and rational.
MGA International Pte Ltd v Wajilam Exports (Singapore) Pte LtdHigh CourtYes[2010] SGHC 319SingaporeCited for the implied term that a decision-maker’s discretion will be limited by concepts of honesty, good faith, and genuineness, and the need for the absence of arbitrariness, capriciousness, perversity and irrationality.
Cheah Peng Hock v Luzhou Bio-Chem Technology LtdHigh CourtYes[2013] 2 SLR 577SingaporeCited for the express holding that an implied term of mutual trust and confidence, and fidelity, is implied by law into a contract of employment under Singapore law.
Wee Kim San Lawrence Bernard v Robinson & Co (Singapore) Pte LtdCourt of AppealYes[2014] 4 SLR 357SingaporeCited as a case where the Court of Appeal did not formally endorse the implied term of mutual trust and confidence.
The One Suites Pte Ltd v Pacific Motor Credit (Pte) LtdCourt of AppealYes[2015] 3 SLR 695SingaporeCited as a case where the Court of Appeal expressly noted that Wee Kim San left open the status of the implied term of mutual trust and confidence in employment contracts.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdHigh CourtYes[2008] 3 SLR(R) 1029SingaporeCited for the admissibility of extrinsic evidence in contractual interpretation.
Leong Hin Chuee v Citra Group Pte Ltd and othersHigh CourtYes[2015] 2 SLR 603SingaporeCited for the principles of determining whether an employee is entitled to a bonus under an employment agreement.
Maybank Singapore Ltd v Synergy Global Resources Pte LtdHigh CourtYes[2024] 3 SLR 1316SingaporeCited for the principle that contractual discretions need to be exercised within reasonable boundaries.
Soon Peck Wah v Woon Che ChyeCourt of AppealYes[1997] 3 SLR(R) 430SingaporeCited for the definition of hearsay evidence.
Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appealsHigh CourtYes[2006] 3 SLR(R) 769SingaporeCited for the principle that the truth of the contents of an agreed bundle of documents remains subject to objections to inadmissible hearsay.
Tullett Prebon (Australia) Pty Ltd v PurcellNew South Wales Supreme CourtYes[2009] NSWSC 1079AustraliaMentioned in passing; court notes that factual findings of other courts have no authoritative weight.
Phoenixfin Pte Ltd and others v Convexity LtdCourt of AppealYes[2022] 2 SLR 23SingaporeCited for the principle that the issue of whether a contractual clause is a penalty is a question of fact and law and thus had to be specifically pleaded.
Beihai Zingong Property Development Co and another v Ng Choon MengHigh CourtYes[1999] 1 SLR(R) 527SingaporeCited for the principle that a party’s failure to plead the defence of penalty precluded that party from raising it at trial.
Ethoz Capital Ltd v Im8ex Pte Ltd and othersHigh CourtYes[2023] 1 SLR 922SingaporeCited for the principle that the doctrine of penalty only applies to secondary obligations triggered by a breach of contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Non-deliverable forwards
  • NDFs
  • Performance Ratio
  • Employment Agreement
  • Loan Agreement
  • Termination
  • Bonus
  • Novation
  • Partnership Agreement
  • Direct Employment Costs
  • Individual Net Revenue
  • Garden Leave
  • Non est factum

15.2 Keywords

  • employment contract
  • termination
  • bonus
  • loan
  • novation
  • performance
  • broker
  • financial products
  • novation
  • non est factum

17. Areas of Law

Area NameRelevance Score
Employment Law95
Termination90
Contractual terms80
Breach of Contract75
Non est factum70

16. Subjects

  • Contract Law
  • Employment Law
  • Financial Services
  • Civil Litigation