Glassberg v UBS AG: Breach of Contract, Negligence & Vicarious Liability in Investment Advice
In Glassberg, Jonathan William v UBS AG, Singapore Branch, the General Division of the High Court heard a case regarding a dispute between Jonathan Glassberg (Plaintiff) and UBS AG, Singapore Branch (Defendant) concerning a soured investment. Glassberg claimed UBS breached its contractual and tortious duties by not warning him about the high-risk nature of the investment and alleged vicarious liability for the actions of UBS's relationship manager, Mr. Stephan Freh. The court, presided over by Judicial Commissioner Alex Wong Li Kok, dismissed Glassberg's claims, finding that Mr. Freh lacked the authority to offer the investment, UBS owed no contractual obligations under the Investment Terms & Conditions, and no tortious duty of care existed. The court also found that the exclusion clauses were reasonable under the Unfair Contract Terms Act and that UBS was not vicariously liable for Mr. Freh's actions.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Claim Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Jonathan Glassberg sues UBS AG for breach of contract and negligence over a fraudulent investment. The court dismissed the claims, finding no duty of care.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Glassberg, Jonathan William | Plaintiff | Individual | Claim Dismissed | Lost | Tham Lijing, Yu Kexin |
| UBS AG, Singapore Branch | Defendant | Corporation | Judgment for Defendant | Won | Teo Chun-Wei Benedict, Tham Feei Sy, Lim Siyang Lucas |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Wong Li Kok, Alex | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tham Lijing | Tham Lijing LLC, Duxton Hill Chambers (Singapore Group Practice) |
| Yu Kexin | Yu Law |
| Teo Chun-Wei Benedict | Drew & Napier LLC |
| Tham Feei Sy | Drew & Napier LLC |
| Lim Siyang Lucas | Drew & Napier LLC |
4. Facts
- The plaintiff was a customer of the defendant in a private banking relationship.
- The plaintiff invested approximately £15,600,000 with the defendant from 2012 to 2016.
- The plaintiff subscribed for the defendant’s “UBS Advice Premium – Active Portfolio Advisory Service” in September 2016.
- Mr. Freh sent an email to the plaintiff regarding the Direct Lending Income Fund, stating it was "not a UBS recommendation."
- The plaintiff invested US$2,500,000 in the Direct Lending Income Fund.
- The Direct Lending Income Fund suffered a loss due to fraud, and withdrawals were suspended.
- Mr Freh was the plaintiff’s “Client Advisor”, as defined in the contract documents, a role more commonly known as a relationship manager.
5. Formal Citations
- Glassberg, Jonathan William v UBS AG, Singapore Branch, Suit No 1043 of 2021, [2025] SGHC 4
6. Timeline
| Date | Event |
|---|---|
| Account Opening Form signed | |
| Investor Profile Questionnaire completed | |
| Plaintiff subscribed for UBS Advice Premium – Active Portfolio Advisory Service | |
| Investment Terms & Conditions updated | |
| Email sent by Mr. Freh regarding Direct Lending Income Fund | |
| General Terms & Conditions updated | |
| Email sent by Mr. Freh updating on investment opportunities in Direct Lending Income Fund | |
| Phone conversation between plaintiff and Mr. Freh regarding Direct Lending Income Fund | |
| Plaintiff confirmed investment of US$1,000,000 in Direct Lending Income Fund | |
| Email sent by Mr. Freh with investment suggestions, including Direct Lending Income Fund | |
| Phone call between plaintiff and Mr. Freh regarding Direct Lending Income Fund | |
| Plaintiff agreed to invest an additional US$1,500,000 in Direct Lending Income Fund | |
| Mr. Freh left defendant’s employment | |
| Email sent by Mr. Freh informing of loss to loan book and suspension of withdrawals from Direct Lending Income Fund | |
| Allegations of fraud in Direct Lending Income Fund came to light | |
| Suit No 1043 of 2021 filed | |
| Appellate Division decision in Glassberg, Jonathan William v UBS AG, Singapore Branch AD/CA 93/2022 | |
| Statement of Claim (Amendment No. 2) dated | |
| Agreed Chronology of Events dated | |
| Agreed Bundle of Documents (Volume I) dated | |
| Trial began | |
| Trial concluded | |
| Plaintiff’s Closing Submissions dated | |
| Defendant’s Closing Submissions dated | |
| Defendant’s Reply Submissions dated | |
| Plaintiff’s Reply Submissions dated | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that the defendant did not owe contractual obligations to the plaintiff under the Investment Terms & Conditions.
- Category: Substantive
- Sub-Issues:
- Failure to provide diligent and careful advice
- Scope of Active Portfolio Advisory Service
- Negligence
- Outcome: The court held that the defendant did not owe a tortious duty of care to the plaintiff and that even if a duty was owed, the fraud in Direct Lending Income Fund broke the chain of causation.
- Category: Substantive
- Sub-Issues:
- Duty of care
- Causation
- Contributory negligence
- Vicarious Liability
- Outcome: The court held that the defendant was not vicariously liable for the actions of Mr. Freh.
- Category: Substantive
- Sub-Issues:
- Employee's negligence
- Sufficient connection between employer and tort
- Unfair Contract Terms Act
- Outcome: The court held that the exclusion clauses on which the defendant seeks to rely are not unreasonable within the meaning of the Unfair Contract Terms Act.
- Category: Substantive
- Sub-Issues:
- Reasonableness of exclusion clauses
- Ostensible Authority
- Outcome: The court held that Mr. Freh did not have actual or ostensible authority to offer Direct Lending Income Fund as an investment to the plaintiff on behalf of the defendant.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Interest
- Costs
9. Cause of Actions
- Breach of Contract
- Negligence
- Vicarious Liability
10. Practice Areas
- Commercial Litigation
- Banking Litigation
- Financial Services Litigation
11. Industries
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| EFG Bank AG, Singapore Branch v Surewin Worldwide limited and others | High Court | Yes | [2022] 5 SLR 915 | Singapore | Cited for the principle of ostensible authority, stating that a principal must represent to a counterparty that an agent has authority to bind the principal. |
| Glassberg, Jonathan William v UBS AG, Singapore Branch | Appellate Division | Yes | Glassberg, Jonathan William v UBS AG, Singapore Branch AD/CA 93/2022 | Singapore | Cited to establish that the plaintiff conceded that the Direct Lending Income Fund was outside the defendant's product universe. |
| Tradewaves Ltd and others v Standard Chartered Bank and another suit | High Court | Yes | [2017] SGHC 93 | Singapore | Cited by the plaintiff to support the position that a duty of care arises even with experienced investors when relationship managers do more than just take instructions. |
| Zillion Global and another v Deutsche Bank AG, Singapore Branch | High Court | Yes | [2020] 4 SLR 425 | Singapore | Cited by the plaintiff to support the position that a duty of care arises in a wealth management relationship where the bank discusses investment ideas and provides advice. |
| Go Dante Yap v Bank Austria Creditanstalt AG | Court of Appeal | Yes | [2011] 4 SLR 559 | Singapore | Cited by the plaintiff to support the position that a duty of care exists where a private banker holds itself out to have skills and expertise to make investment recommendations. |
| Saimee bin Jumaat v IPP Financial Advisors Pte Ltd and others | High Court | Yes | [2019] SGHC 159 | Singapore | Cited by the plaintiff to illustrate that experience in government bonds does not equate to experience with direct lending funds. |
| Ng Huat Seng and another v Munib Mohammad Madni and another | Court of Appeal | Yes | [2017] 2 SLR 1074 | Singapore | Cited for the two-stage test to determine whether vicarious liability ought to be imposed. |
| Skandinaviska Enskilda Baken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd | Court of Appeal | Yes | [2011] 3 SLR 540 | Singapore | Cited to explain that vicarious liability comes into play when the law is unable, for practical reasons, to make the blameworthy party bear the financial costs of the tort. |
| Robinson v West Yorkshire Chief Constable | Supreme Court | Yes | [2018] AC 736 | United Kingdom | Cited for the principle that the voluntary acts of third parties (particularly criminal acts) will often constitute an intervening act. |
| Rubenstein v HSBC Bank plc | England and Wales Court of Appeal | Yes | [2013] 1 All ER (Comm) 915 | England and Wales | Cited by the plaintiff to argue that an investment advisor who recommends an investment may be responsible if a flaw in that investment causes loss to the complainant. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Unfair Contract Terms Act 1977 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Private Banking
- Relationship Manager
- Investment Advice
- Direct Lending Income Fund
- Active Portfolio Advisory Service
- Ostensible Authority
- Exclusion Clause
- Vicarious Liability
- Novus Actus Interveniens
15.2 Keywords
- Investment Advice
- Breach of Contract
- Negligence
- Vicarious Liability
- UBS
- Glassberg
- Singapore
- Banking
- Financial Services
16. Subjects
- Banking
- Finance
- Investments
- Contract Law
- Tort Law
17. Areas of Law
- Agency Law
- Contract Law
- Tort Law
- Banking Law
- Investment Law