Hall v Rapyd: Without Prejudice Privilege & Oral Admission of Liability in Commission Dispute
In Hall, Jonathan Stuart v Rapyd Pte Ltd, the High Court of Singapore addressed Rapyd's appeal against the Assistant Registrar's decision regarding without prejudice privilege. Mr. Hall claimed commissions under a sales incentive plan, which Rapyd disputed. The court considered whether communications before, during, and after a meeting were privileged, focusing on whether an oral admission of liability occurred. The court allowed the appeal in part, ordering paragraphs 22 and 36 of the SOC to be struck out, with the exception of the communications stated at paragraph 22(a) of the SOC and as particularised in the Particulars.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Appeal allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court addressed without prejudice privilege in a commission dispute, focusing on the standard for proving oral admission of liability.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hall, Jonathan Stuart | Claimant, Respondent | Individual | Appeal allowed in part | Partial | Mohamed Nawaz Kamil |
| Rapyd Pte Ltd | Defendant, Appellant | Corporation | Appeal allowed in part | Partial | Tan Kai Liang, Chia Su Min Rebecca, Jonathan Kenric Trachsel, Matthew Soo Yee |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kwek Mean Luck | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Mohamed Nawaz Kamil | August Law Corporation |
| Tan Kai Liang | Allen & Gledhill LLP |
| Chia Su Min Rebecca | Allen & Gledhill LLP |
| Jonathan Kenric Trachsel | Allen & Gledhill LLP |
| Matthew Soo Yee | Allen & Gledhill LLP |
4. Facts
- Mr. Hall claimed commissions of US$1,176,740 from Rapyd under a 2022 Sales Incentive Compensation Plan.
- The Compensation Plan stipulated commissions between 0.1% to 0.15% of the Total Payment Volume generated by each customer.
- Mr. Hall alleged he generated around US$1,915,540,543 of TPV in 2022, entitling him to a commission of US$1,357,015.
- Rapyd disputed Mr. Hall’s entitlement to the commissions based on alleged “serious irregularities and/or discrepancies”.
- A meeting took place on 29 August 2022 between Mr. Hall and Mr. Shtilman, the CEO of Rapyd.
- Mr. Hall claimed Mr. Shtilman made an oral admission of liability during the 29 August meeting, agreeing to pay the commissions.
- Rapyd contended that communications at the 29 August Meeting are protected by without prejudice privilege.
5. Formal Citations
- Hall, Jonathan Stuart v Rapyd Pte Ltd, Originating Claim No 78 of 2023 (Registrar’s Appeal No 276 of 2023), [2024] SGHC 49
6. Timeline
| Date | Event |
|---|---|
| WhatsApp messages exchanged between Mr Hall and Mr Gomez | |
| WhatsApp messages exchanged between Mr Hall and Mr Gomez | |
| Mr Shtilman emailed Mr Bullock regarding Mr Hall’s commission claim | |
| Mr Hall sent messages to Mr Yarbrough expressing concerns about pay cut | |
| Mr Hall told Mr Yarbrough that it was “disgusting” that Rapyd wanted to steal from Mr Hall | |
| Meeting between Mr Hall and Mr Shtilman | |
| Mr Hall emailed Mr Bullock after meeting with Mr Shtilman | |
| Mr. Bullock responded to Mr Hall by WA message that he was reviewing the commission | |
| Mr Hall sent WA messages to Mr Pedro Myer | |
| Mr Bullock emailed Mr Hall regarding payment issues | |
| Mr Hall sent WA messages to Mr Thomas Kang | |
| Mr Bullock emailed Mr Hall regarding payment issues | |
| Originating Claim No 78 of 2023 filed | |
| Defence (Amendment No 1) dated | |
| Mr Hall’s Further and Better Particulars served | |
| 1st Affidavit of Mr Shtilman dated | |
| 1st affidavit of Mr Aitor Gomez-Maguregui dated | |
| Mr Hall’s affidavit dated | |
| Defendant’s Bundle of Authorities dated | |
| AR’s Oral Judgment dated | |
| Appellant’s Bundle of Pleadings dated | |
| Respondent’s Written Submissions dated | |
| Notes of Evidence dated | |
| Hearing of the appeal | |
| Notes of Evidence dated | |
| Judgment reserved |
7. Legal Issues
- Applicability of Without Prejudice Privilege
- Outcome: The court found that privilege applied to communications at the 29 August Meeting, except for communications before the meeting as stated at paragraph 22(a) of the SOC and as particularised in the Particulars.
- Category: Substantive
- Sub-Issues:
- Whether a dispute existed at the material time
- Whether communications were made in the course of negotiations to settle a dispute
- Whether communications constituted admissions
- Related Cases:
- [2006] 4 SLR(R) 807
- [2009] 4 SLR(R) 181
- [1984] Ch 290
- [2018] 1 SLR 894
- [2007] 2 SLR(R) 433
- [2000] 1 WLR 2436
- [2023] SGHC 24
- Oral Admission of Liability
- Outcome: The court found that Mr. Hall did not demonstrate a clear and unequivocal admission of liability by Mr. Shtilman.
- Category: Substantive
- Sub-Issues:
- Standard of proof for demonstrating an oral admission of liability
- Whether the alleged admission was clear and unequivocal
- Related Cases:
- [2017] 3 SLR 487
- [2007] 3 SLR(R) 40
- [2007] 2 SLR(R) 433
- [2012] 4 SLR 546
- [2003] EWCA Civ 715
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Mariwu Industrial Co (S) Pte Ltd v Dextra Asia Co Ltd and another | Court of Appeal | Yes | [2006] 4 SLR(R) 807 | Singapore | Cited for the principle that without prejudice privilege derives from the policy of encouraging settlements. |
| Quek Kheng Leong Nicky and another v Teo Beng Ngoh and others and another appeal | Court of Appeal | Yes | [2009] 4 SLR(R) 181 | Singapore | Cited for the principle that communications protected by without prejudice privilege are not admissible. |
| Cutts v Head | Chancery Division | Yes | [1984] Ch 290 | England and Wales | Cited for the principle that parties should be encouraged to settle disputes without litigation. |
| Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals | Court of Appeal | Yes | [2018] 1 SLR 894 | Singapore | Cited for the two prerequisites for invoking without prejudice privilege: an admission and negotiations to settle a dispute. |
| Sin Lian Heng Construction Pte Ltd v Singapore Telecommunications Ltd | High Court | Yes | [2007] 2 SLR(R) 433 | Singapore | Cited for the principle that there must be a dispute which the parties are trying to settle for without prejudice privilege to apply and for the legal approach where parties dispute whether there is an oral admission of liability. |
| Unilever PLC v The Procter & Gamble Co | Court of Appeal | Yes | [2000] 1 WLR 2436 | England and Wales | Cited for the broad approach to communications over which privilege is asserted. |
| CSO v CSP and another | High Court | Yes | [2023] SGHC 24 | Singapore | Cited for affirming the broad approach to without prejudice communications. |
| The Enterprise Fund II Ltd v Jong Hee Sen | High Court | Yes | [2017] 3 SLR 487 | Singapore | Cited for the principle that privilege does not apply where there is a clear and unequivocal admission of liability. |
| Greenline-Onyx Envirotech Phils, Inc v Otto Systems Singapore Pte Ltd | High Court | Yes | [2007] 3 SLR(R) 40 | Singapore | Cited for the principle that privilege does not apply where there is a clear and unequivocal admission of liability. |
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the principle that a court should not in a striking out application choose between conflicting accounts of crucial facts. |
| Berry Trade Ltd and another v Moussavi and others | English Court of Appeal | Yes | [2003] EWCA Civ 715 | England and Wales | Cited for the risks of satellite litigation in cases involving without prejudice privilege. |
| Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd | Court of Appeal | Yes | [2014] 2 SLR 1342 | Singapore | Cited for the principles in an application for summary judgment. |
| Hansraj v Ao | Unknown | Yes | (2002) ACWSJ 6409 | Canada | Cited for the principle that in cases of doubt as to whether the correspondence does relate to the negotiations, the Court should undoubtedly err on the side of protecting the privilege. |
| Mak-Levrion Kah Kay Natasha v R Shiamala | High Court | Yes | [2023] SGHC 335 | Singapore | Cited for the definition of prima facie. |
| Millsopp, Michael Joseph v Then Feng | Appellate Division of the High Court | Yes | [2022] SGHC(A) 27 | Singapore | Cited for the principles of establishing a prima facie case in the context of a submission of “no case to answer” in a civil case. |
| Gelatissimo Ventures (S) Pte Ltd and others v Singapore Flyer Pte Ltd | High Court | Yes | [2010] 1 SLR 833 | Singapore | Cited for a practical application of a prima facie case evaluation in the context of lifting legal advice privilege and litigation privilege where there was an allegation of fraudulent behaviour. |
| Bradford & Bingley plc v Rashid | House of Lords | No | [2006] 1 WLR 2066 | United Kingdom | Cited to argue that there was no relevant dispute about Rapyd’s indebtedness at the 29 August Meeting and Privilege does not apply here. |
| Ng Chee Weng v Lim Jit Ming Bryan and another | High Court | Yes | [2010] SGHC 35 | Singapore | Cited for the principle that where pleadings plead or disclose without prejudice communications, they are liable to be struck out. |
| Rush & Tompkins Ltd v Greater London Council | House of Lords | Yes | [1989] AC 1280 | England and Wales | Cited for the principle that the availability of the “without prejudice” privilege is not dependent upon the use of the words “without prejudice”. |
| Sinojaya Sdn Bhd v Metal Component Engineering Pte Ltd | High Court | Yes | [2003] 1 SLR(R) 281 | Singapore | Cited for the principle that the availability of the “without prejudice” privilege is not dependent upon the use of the words “without prejudice”. |
| Ma Hongjin v SCP Holdings Pte Ltd | Court of Appeal | Yes | [2021] 1 SLR 304 | Singapore | Cited for the principle that where a defendant makes a submission of “no case to answer”, the claimant’s legal burden of proving its case on a balance of probabilities will be discharged if he satisfies the court that there is a prima facie case on each of the essential elements of the claim. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act 1893 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Without Prejudice Privilege
- Oral Admission of Liability
- Sales Incentive Compensation Plan
- Total Payment Volume
- Commissions
- Funding Societies Deal
- Clear and Unequivocal Admission
- Prima Facie Case
15.2 Keywords
- without prejudice privilege
- oral admission of liability
- commission dispute
- contract law
- civil procedure
16. Subjects
- Civil Procedure
- Privilege
- Contract Law
17. Areas of Law
- Civil Procedure
- Privileges
- Without Prejudice Privilege