Guy Carpenter & Company Private Limited v Choi Okmi & 3 Ors

Facts

Guy Carpenter & Company Pte Ltd, a reinsurance broker, sued two former employees of its Korean desk, Choi Okmi (a senior vice-president) and Lee Dong Yeol (a junior broker she had recruited and mentored), together with LK Insurance Services Co Ltd, a Korean broker, and its Singapore subsidiary LK Re Pte Ltd, incorporated on 8 April 2021. The claim, Originating Claim No 312 of 2022, alleged that the defendants conspired to divert to LK Re the business of reinsuring Samsung Fire & Marine Insurance Co Ltd's (SFMI) domestic Korean warehouse risks, which had been placed through the claimant's SFMI facility.

Mr Lee resigned in August 2021, signed a contract with LK Insurance in November 2021 and moved to LK Re in 2022. Ms Choi resigned on 15 November 2021, signed with LK Re four days later, and served a six-month notice period to 14 May 2022. On 11 January 2022 SFMI issued a broker of record letter appointing LK Re for its domestic warehouse account. The claimant relied on a January 2021 virtual meeting between Ms Choi and LK Insurance's task force, emails she forwarded to her personal account, a graduate school reference letter she signed for Mr Lee, an SFMI spreadsheet he forwarded to her, and an employment pass appeal she drafted for him. LK Insurance counterclaimed for delivery up of the SFMI spreadsheet. The trial was bifurcated, dealing with liability only.

Issues

1. Whether co-defendants could cross-examine each other's witnesses, including with leading questions
2. Whether Ms Choi breached confidence and whether the two employees breached their duties of good faith, confidentiality terms, compliance policies and restrictive covenants
3. Whether the corporate defendants or Ms Choi induced breaches of contract
4. Whether all four defendants were liable in unlawful means conspiracy, and whether the counterclaim should succeed

Holding

Mohamed Faizal JC allowed the claim in part. All four defendants were held liable for unlawful means conspiracy. Ms Choi and Mr Lee were liable for breaching their duties of good faith, the bar on secondary employment and the non-solicitation and non-dealing covenants; Ms Choi was also liable for breach of confidence, breach of compliance policies and inducing Mr Lee's breaches. The claims on the non-enticement covenant and against the corporate defendants for inducing breach of contract were dismissed, as was LK Insurance's counterclaim. Damages and costs were left for separate assessment.

Reasoning

On the procedural point, s 139 of the Evidence Act merely labels the stages of testimony and does not decide who may question a witness. Co-defendants' interests are rarely simply aligned or adverse, and the court can control abusive questioning, so a co-defendant may cross-examine and lead.

On the facts, the claimant's case was always about diverted risks, and domestic warehouse risks had in fact sat within its facility; Mr Lee conceded that 24 of 35 risks in SFMI's new facility had been brokered by the claimant. The judge drew inferences from several strands. The task force attendees had no role in co-broking, so the January 2021 meeting was about the new company. While nominally employed by LK Insurance, Mr Lee signed emails as an LK Re officer and introduced himself as LK Re's representative when asking SFMI for the broker of record letter. The reference letter Ms Choi edited stated she had asked him to prepare for LK Re's founding. The bare forwarding of a 50-page SFMI spreadsheet showed she was working on the deal, and the employment pass appeal was drafted as his future superior. The defendants' explanations were rejected as contrived.

The forwarded broking information was confidential, and Ms Choi failed to show her conscience was unaffected, as VPN problems did not explain forwarding emails she had just sent or files already saved. The restrictive covenants protected legitimate trade connections, were reasonable in duration and scope, and were breached by dealing with SFMI within 12 months. Requesting a broker of record letter did not amount to enticing markets. The corporate defendants were not shown to have directly induced breaches as pleaded, but Ms Choi, as Mr Lee's supervisor and mentor, induced his.

All elements of conspiracy were made out by inference: combination, intention to injure by setting up a competitor, unlawful acts by the employees, and loss, with SFMI's move not shown to be independent. LK Insurance had standing to counterclaim as SFMI's broker, but was refused equitable relief because it did not come with clean hands.

From the judgment