Singapore High Court enforces non-solicitation and non-dealing clauses

The Singapore High Court's judgment in Guy Carpenter & Company Pte Ltd v. Choi Okmi & Ors [2025] SGHC 241 provides a rigorous examination of the legal boundaries employees and new competitors must respect when orchestrating team moves.

Factual context

The case centred on the actions of two employees and their new employers in the reinsurance broking industry.

The Claimant, Guy Carpenter, alleged that the two ex-employees, while still in its service, conspired with a Korean competitor and the new Singapore entity they set up to divert a specific client's business away from Guy Carpenter. It was alleged there was a "pattern of calculated circumvention" where employees acted prematurely for a future employer.

Importance of this Court decision

The Court’s decision highlights important principles of loyalty and fidelity that employers are entitled to rely on and that employees should uphold, even when serving notice and looking forward to a new job. Notably, the Court clarified that an employee’s failure to act with loyalty and fidelity in one area will not be justified by pointing to dedication and diligence, however significant, in other areas.

This was also an occasion where the Court found that the non-solicitation and non- dealing obligations imposed by the employment contract were reasonable in the circumstances and enforced them. In doing so, the Court reiterated the legal principles under Singapore law which underpin the enforceability of such clauses.

In particular, the Court found that the post termination non-solicitation and non-dealing obligations in this case were reasonable in geographical scope even though the clauses did not explicitly identify the relevant geography. This was because from the facts of the case, it was apparent in a practical sense what that geography was given the two ex-employees were employed under Guy Carpenter’s Korean desk.

Another point of note was that the Court affirmed that where connections with customers and markets were critical in the industry, the employer’s connections were a legitimate interest suitable to be protected through the enforcement of non-solicitation and non-dealing obligations.

A further point of interest was that the Court found that there was sufficient evidence of a conspiracy between the ex-employees and their new employers even though there was insufficient evidence to find that the new employers had induced the ex-employees’ breaches of their old employment contract. In this regard, the Court reiterated the principle that to succeed in a claim for conspiracy by unlawful means, it is sufficient for just one of the conspirators to have committed an unlawful act.

Lastly, the case demonstrated how, in the absence of clear direct evidence of a conspiracy to injure, a claimant may piece together several pieces of circumstantial evidence to prove to the Court that viewed together as a complete tapestry, it was more likely than not it was not a coincidence but there was in fact a conspiracy.

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