[2026] SGHC 143

In the GENERAL DIVISION OF
THE high court of the republic of singapore

[2026] SGHC 143

Registrar’s Appeal from the State Courts No 2 of 2026

Between

Gurpreet Gill Maag

… Appellant

And

Chubb Insurance Singapore Ltd

… Respondent

grounds of decision

[Insurance — Homeowner’s insurance policy — Personal liability coverage]

[Insurance — Homeowner’s insurance policy — Duty to defend]

[Insurance — Homeowner’s insurance policy — Duty to indemnify]

[Insurance — Homeowner’s insurance policy — Exclusion clauses]

This judgment is subject to final editorial corrections approved by the court and/or redaction pursuant to the publisher’s duty in compliance with the law, for publication in LawNet and/or the Singapore Law Reports.

Gurpreet Gill Maag
v
Chubb Insurance Singapore Ltd

[2026] SGHC 143

General Division of the High Court — Registrar’s Appeal from the State Courts No 2 of 2026
Kwek Mean Luck J
29 April, 29 June 2026

13 July 2026

Kwek Mean Luck J:

Introduction

1 The appellant, Gurpreet Gill Maag (“Mrs Maag”), was insured with the respondent, Chubb Insurance Singapore Limited (“Chubb”), under a Chubb Masterpiece Insurance Policy (“Policy”). The Policy is essentially a homeowner’s insurance policy.

2 In HC/OC 823/2023 (“OC 823”), Mrs Maag was sued in a counterclaim (“OC 823 Counterclaim”), which alleged that Mrs Maag spoke defamatory words (“Words”) about Mr Ian McKee (“Mr McKee”) at a meeting on 24 November 2022 (“24 November 2022 Meeting”).

3 Mrs Maag sought to enforce the defence coverage clause in the Policy against Chubb in relation to the OC 823 Counterclaim.

4 In the court below, Chubb relied on two exclusions within the Policy to argue that the duty to indemnify had not arisen. The two exclusions are the Business Pursuits Exclusion and the Director’s Liability Exclusion.

5 The District Judge (“DJ”) held that the Business Pursuits Exclusion and the Director’s Liability Exclusion within the Policy applied, and that Chubb was under no obligation to indemnify or defend Mrs Maag against any damages in connection with the OC 823 Counterclaim under the Policy: Gurpreet Gill Maag v Chubb Insurance Singapore Limited [2026] SGDC 6 (“GD”) at [71].

6 Mrs Maag appealed against the DJ’s decision. She raised three main arguments. First, the duty to defend is broader than the duty to indemnify in homeowner’s insurance policies, and it was within this broader duty to indemnify that the duty to defend arose. Second, the Business Pursuits Exclusion did not apply. Third, the Director’s Liability Exclusion did not apply. As there is no local case law addressing these issues, the parties cited extensively from Canadian authorities. After consideration of the parties’ submissions, I dismissed Mrs Maag’s appeal. After the hearing, she raised further arguments, following which I affirmed my earlier decision to dismiss the appeal. I set out my reasons in full below.

Relevant clauses within the Policy

7 This appeal required the court to determine how the following clauses within the Policy interact with each other. First, the insuring clause, which covers personal liability and under which a prima facie duty to defend arises. Second, the defence coverages provision, upon which Mrs Maag relies for Chubb to cover the costs of defending against the OC 823 Counterclaim. Third, the two exclusion provisions.

8 The insuring clause of the personal liability coverage section of the Policy states:

This part of Your Masterpiece Policy provides You with personal liability coverage for which You or a family member may be legally responsible anywhere in the world subject to the terms, conditions and exclusions stated in the Policy.

9 The defence coverages provision states:

We will defend a Covered person against any suit seeking covered Damages for personal injury or property damage. We provide this defence at Our own expense, with counsel of Our choice, even if the suit is groundless, false or fraudulent. We may investigate, negotiate and settle any such claim or suit at Our discretion.

10 The Business Pursuits Exclusion states:

We do not cover any damages arising out of a Covered person’s business pursuits, investment or other profit seeking activities. But We do cover damages arising out of volunteer work for an organised and registered charitable, religious or community group, a residential investment property, an incidental business away from home, an incidental business at home unless another exclusion applies.

11 The Director’s Liability Exclusion states:

We do not cover any damages for any Covered person’s actions or failure to act as an officer or member of a board of directors of any corporation or organisation. …

Issues on appeal

12 Mrs Maag confined her appeal to the following three aspects of the DJ’s decision:

(a) First, the DJ erred in disregarding the authorities, which hold that the duty to defend is normally broader than the duty to indemnify against a judgment, and the insured only needs to demonstrate that a claim might require the insurer to indemnify the insured under the Policy.

(b) Second, the DJ erred in finding that the Business Pursuits Exclusion negated Chubb’s duty to defend under the Policy. Had the DJ analysed the precise acts or words of Mrs Maag, the DJ would have had to contend with the fact that Mrs Maag’s Words and acts complained of in fact ran contrary to her business pursuits or any other profit-seeking activity.

(c) Third, the DJ erred in finding that the Director’s Liability Exclusion applied. Had the DJ examined the Words used by Mrs Maag that formed the basis of the OC 823 Counterclaim, the DJ would have found that they were not uttered as an officer or member of a board of directors of a company.

Scope of the duty to defend

13 I begin with Mrs Maag’s first main argument, which is that the duty to defend is normally broader than the duty to indemnify. She relied on the decision of the Canadian Northwest Territories Supreme Court in Seeton v Commercial Union Assurance Co of Canada [2006] ILR I-4515 (“Seeton”) at [14]–[16] for the proposition that all she has to demonstrate for the duty to defend to arise is that the claim is one that “might” require the insurer to indemnify, as the duty to defend is broader than the duty to indemnify.

14 It is not clear from Mrs Maag’s written submissions that her first main argument is material to the substance of her appeal, or that it is related to her main contentions on appeal, which are her second and third main arguments that the exclusions do not apply. At the hearing of the appeal, counsel for Mrs Maag did not take up the first main argument orally. Nevertheless, I will address it below for completeness.

15 On a plain reading, Seeton does not stand for the proposition advanced by Mrs Maag. Instead, Seeton states that a duty to defend arises only where there is a duty to indemnify (at [14]–[15]):

14 With respect to the duty on an insurer to defend its insured, many cases have said that it is the duty to indemnify that triggers the application of the defence clause. This obviously is because the duty to defend applies only to claims that are or may be payable under the policy (as the policies here state: "even if it is groundless, false or fraudulent"). Therefore, if the allegations made against an insured are such which, if proved, might require the insurer to indemnify the insured under the policy, then the insurer is obligated to defend its insured. The emphasis is on the word "might". These points were annunciated by McLachlin J. in Nichols v. American Home Assurance Co., [1990] 1 S.C.R. 801 (at page 810):

… general principles relating to the construction of insurance contracts support the conclusion that the duty to defend arises only where the pleadings raise claims which would be payable under the agreement to indemnify in the insurance contract. Courts have frequently stated that "[t]he pleadings govern the duty to defend": Bacon v. McBride (1984), 6 D.L.R. (4th) 96 (B.C.S.C.), at p. 99. Where it is clear from the pleadings that the suit falls outside of the coverage of the policy by reason of an exclusion clause, the duty to defend has been held not to arise: Opron Maritimes Construction Ltd v. Canadian Indemnity Co. (1986), 19 C.C.L.1. 168 (N.B.C.A.), leave to appeal refused by this Court, [1987] 1 S.C.R. xi.

At the same time, it is not necessary to prove that the obligation to indemnify will in fact arise in order to trigger the duty to defend. The mere possibility that a claim within the policy may succeed suffices. In this sense, as noted earlier, the duty to defend is broader than the duty to indemnify. O'Sullivan J.A. wrote in Prudential Life Insurance Co. v. Manitoba Public Insurance Corp. (1976), 67 D.L.R. (3d) 521 (Man. C.A.), at p.524:

Furthermore, the duty to indemnify against the costs of an action and to defend does not depend on the judgment obtained in the action. The existence of the duty to defend depends on the nature of the claim made. not on the judgment that results from the claim. The duty to defend is normally much broader than the duty to indemnify against a judgment.

In that case it was unclear whether the insurer might be liable to indemnify under the policy, so the duty to defend was held to apply.

15 Where, as here, the insurer relies on an exclusion to avoid the obligation to defend its insured, then the insurer must prove that there can be no indemnity under the policy. In order to do that, it cannot litigate the issues in the action brought against its insured. After all, the allegations of fact in that action must be given a wide interpretation and must be considered as capable of being proven. It is on that basis that the insurer must prove the application of the exclusion in the policy.

[emphasis added]

16 The court in Seeton cited extensively from Nichols v American Home Assurance Co [1990] 1 SCR 801 (“Nichols”). In those extracts, McLachlin J was clear that:

(a) the duty to defend arises only where the pleadings raise claims which would be payable under the agreement to indemnify in the insurance contract; and

(b) where it is clear from the pleadings that the suit falls outside the coverage of the policy by reason of an exclusion clause, the duty to defend has been held not to arise.

17 It is also useful to refer to the Supreme Court of Canada’s decision in Nichols at [14], where the court emphasised that the duty to defend imposed by the defence clause is unambiguously restricted to claims for damages which fall within the scope of the policy. Additionally, the scope of the duty to defend is indirectly conditioned through the definition of the scope of coverage in the exclusion clauses:

14 I conclude that the duty to defend imposed by the defence clause is unambiguously restricted to claims for damages which fall within the scope of the policy. Since damages for fraud do not fall within the policy, one never arrives at the stage of inquiring as to whether there may be an ambiguity in the exclusion clause relevant to the duty to defend. I do not think it amiss, however, to set out my view of the relationship of the exclusion clause to the defence clause, for it is only in reading the policy as a whole that its true intention can be ascertained. As I read the policy, the exclusion clause is primarily concerned with the duty to indemnify. For this reason, it refers to actual acts or omissions, which are the precondition of the duty to indemnify. The scope of the duty to indemnify, in turn, triggers the application of the defence clause, through use of the phrase in the defence clause limiting the duty to claims for "damages which are or may be payable under the terms of this Policy". The duty to defend, unlike the duty to indemnify, is triggered not by actual acts or omissions, but by allegations, applying "even if any of the allegations of the suit are groundless, false or fraudulent". Thus the scope of the duty to defend is not conditioned directly by the exclusion clause, but only indirectly through that clause's definition of the scope of coverage. The error in the Court of Appeal's reasoning lies in attempting to make the exclusion clause directly applicable to the duty to defend, and then concluding that since the exclusion does not refer to allegations as opposed to acts and omissions, allegations of fraud are not excluded from the duty to defend. [emphasis added]

18 The Supreme Court of Canada, in Non-Marine Underwriters, Lloyd’s London v Scalera [2000] 1 SCR 551 (“Scalera”), provided similar guidance and explained the rationale underlying this principle (at [49]):

49 An insurance company's duty to defend is related to its duty to indemnify. A homeowner's insurance policy entitles the holder to have the insurer indemnify any liability falling within the policy's terms. Since the insurance company will be paying these costs, it has also developed the right — now a duty — to conduct the defence of such claims. However, the duty to defend is not so great that it is presumed to be independent of the duty to indemnify. Absent express language to the contrary, the duty to defend extends only to claims that could potentially trigger indemnity under the policy. Therefore if an insurance policy, like the one in this case, excludes liability arising from intentionally caused injuries, there will be no duty to defend intentional torts. [emphasis added]

19 McLachlin J had also explained in Nichols at [13] that the duty to defend is broader than the duty to indemnify, in that it is not necessary for the obligation to indemnify to in fact arise in order to trigger the duty to defend. The mere possibility that a claim within the policy may succeed suffices.

20 The paragraph on which Mrs Maag relies in Seeton also adopts this position. It states that “if the allegations made against an insured are such which, if proved, might require the insurer to indemnify the insured under the policy, then the insurer is obligated to defend its insured” (at [14]).

21 In other words, it is first necessary to determine whether the duty to indemnify is excluded by the operation of an exclusion clause. Where it is clear from the pleadings that the suit falls outside the coverage of the policy by virtue of an exclusion clause, the duty to defend does not arise. Where a claim falls within the coverage of a policy, the possibility that a claim under the policy might succeed will be sufficient to trigger the duty to defend.

22 I fully agree with the principles set out by the Canadian courts in Seeton, Nichols and Scalera, which I summarise below:

(a) The duty to defend is related to the duty to indemnify. Absent express language to the contrary, the duty to defend extends only to claims that could potentially trigger indemnity under the policy: Scalera at [49].

(b) The exclusion clauses of the policy may indirectly condition the scope of the duty to defend, in so far as they define the scope of coverage: Nichols at [14].

(c) Where the insurer relies on an exclusion clause to avoid the obligation to defend its insured, the insurer must prove that there can be no indemnity under the policy. The allegations of fact in that action must be given a wide interpretation and must be considered as capable of being proven. It is on that basis that the insurer must prove the application of the exclusion clause in the policy: Seeton at [15].

(d) Where it is clear from the pleadings that the suit falls outside the coverage of the policy by reason of an exclusion clause, the duty to defend does not arise: Nichols at [16].

(e) However, where a claim falls within the coverage of the policy, it is not necessary to prove that the obligation to indemnify will in fact arise in order to trigger the duty to defend. The mere possibility that a claim within the policy may succeed suffices: Seeton at [14] and Nichols at [17].

23 I was therefore unable to agree with Mrs Maag’s characterisation of the duty to defend as set out in her first main argument. As noted above (at [14]), nothing in this appeal turns on this issue when Mrs Maag’s submissions are examined.

24 I proceeded to consider Mrs Maag’s other two main arguments, which relate to the two exclusions. These were the focus of Mrs Maag’s submissions during oral arguments.

Business Pursuits Exclusion

Mrs Maag’s case

25 Mrs Maag’s second main argument is that the DJ erred in finding that the Business Pursuits Exclusion negated Chubb’s duty to defend under the Policy. Her main submission is that as Mrs Maag’s Words and acts complained of in fact ran contrary to her business pursuits or any other profit-seeking activity, the Business Pursuits Exclusions cannot apply. These are the key points of her argument:

(a) In determining whether the activity, that is the subject of the litigation, arose out of the insured party’s business, the courts should be guided by two factors: “(1) that the activity is one in which the insured is regularly engaged and (2) that the activity is carried out for the purpose of earning income”. For this proposition, Mrs Maag relied on the Ontario Court of Justice’s decision in Tam (Litigation guardian of) v Lee [1988] OJ No 4567 (“Tam”) at [5]. It was further held at [9] that the court should “look to see if the activity in question is undertaken for financial gain and bears the hallmarks of continuity or regularity”.

(b) It must be shown that the alleged activity arose out of a business pursuit, rather than merely having a nexus to the insured party’s business. This would require that the activity in question was a function of, or was facilitated by, the business pursuit in question: Nationwide Mut Ins Co v Pasiak 288 A 3d 615 (2023) at 623.

(c) Mrs Maag submitted that the averments relied on by Mr McKee in OC 823 to defeat Mrs Maag’s defence of qualified privilege did not contend that Mrs Maag’s Words at the 24 November 2022 Meeting comprised, or were a function of or facilitated by, any profit-seeking activity. In fact, the averments relied on by Mr McKee alleged that Mrs Maag had acted contrary to the interests of Vuulr Pte Ltd (“Vuulr”), Unum in infinitum Inc (“Unum”) and Illume Consulting Pte Ltd (“Illume”). Mr McKee averred that:

(i) Mrs Maag’s Words “were not in relation to Vuulr’s financial situation and/or [Mrs Maag’s] alleged duty and/or interest to communicate the same to those who were present at the [24 November 2022 Meeting]”.

(ii) Mrs Maag’s Words were actuated by improper motives, i.e. Mrs Maag’s “spite, animosity and/or intent to injure [Mr McKee]”, and that such spite and/or animosity arose from Mrs Maag’s alleged dissatisfaction with “the delay and non-payment of the Unum Invoice and the Illume Invoice”.

(iii) The intent of the Words was to “disparage and embarrass [Mr McKee]”. It was not Mr McKee’s case that Mrs Maag’s Words were intended to or were likely to secure payment of Unum’s or Illume’s debts, or to increase the prospects of the same.

26 The various allegations averred by Mr McKee point to Mrs Maag in fact undermining the business and economic interests of Vuulr, Unum and Illume.

27 If Mrs Maag was indeed (as Mr McKee pleads) seeking to “disparage and embarrass [Mr McKee]”, who was the Chief Executive Officer (“CEO”) and a director of Vuulr, Mrs Maag would be acting contrary to Vuulr’s business interests. Disparaging the CEO and a director of Vuulr to an existing investor and a potential investor of Vuulr clearly undermined the core business activity of Unum, which was to raise funds for Vuulr. Given that Vuulr was at or near insolvency as of the 24 November 2022 Meeting, Mrs Maag’s alleged disparagement of Vuulr’s CEO and director to an investor would only serve to discourage further funding for Vuulr, thereby resulting in further financial distress for Vuulr. This would in turn reduce the prospects of Vuulr repaying its debts to Unum and Illume.

The Business Pursuits Exclusion is engaged

28 Contrary to Mrs Maag’s reading of Tam, the test in Tam does not focus on whether the words were undertaken for financial gain or bear hallmarks of continuity or regularity. Instead, it focuses on whether the activity in question is undertaken for financial gain and bears the hallmarks of continuity or regularity.

29 In the court below, the DJ had found that:

(a) Mrs Maag’s activities as a shareholder in Vuulr and her activities as a shareholder and director of Unum and Illume (given their business activities with Vuulr) constituted business pursuits within the meaning of the Business Pursuits Exclusion. These activities were undertaken for financial gain and bore the hallmarks of continuity or regularity: GD at [34].

(b) Mr McKee’s counterclaim for defamation against Mrs Maag arose out of the above business pursuits: GD at [40]. Mrs Maag’s calling Mr McKee a “liar” was made in response to Mr McKee’s statements as to Vuulr’s burn rate. The DJ noted that Mr McKee had stated in his affidavit that Mrs Maag was dissatisfied with Vuulr’s delay and failure to make payment of the outstanding sums owed to Unum and Illume: GD at [38].

30 It was not part of Mrs Maag’s case on appeal that the DJ erred in the above respects or that Unum and Illume were not engaged in business pursuits.

31 Instead, Mrs Maag contended that in considering if her Words arose out of a business pursuit, the court should focus on whether such words were contrary to the business interests of Vuulr, Unum and Illume, even if the underlying activity was part of a business pursuit. I made three observations on this.

32 First, Mrs Maag did not put forward any authority for such a test. Tam, which she relied on, certainly did not go this far. There, the consideration was whether the business activity is carried out for the purpose of earning income, and not whether the statements made could have contributed to earning income.

33 Second, there does not appear to be any principled basis for adopting the test put forth by Mrs Maag. She did not advance any. In the course of business activities, parties may make statements that are contrary to the income-earning interests of their business entity. For example, in the course of a business negotiation, A may utter words which deeply offend B, killing any hope of sealing the business deal. Such words are contrary to the income-earning interests of A’s business entity, but that does not alter the fact that they were said in the course of a business negotiation and therefore arose during the course of a business pursuit.

34 Third, and in any event, the pleadings and the findings of the relevant courts do not bear out Mrs Maag’s submission that her Words were not uttered in the course of the business activities of Unum or Illume.

35 In the course of oral submissions, Mr David Chan, Mrs Maag’s counsel, raised a different argument from that taken in her written submissions, in support of her position that her Words were said in the interest of protecting third parties.

36 He submitted that Mrs Maag’s Words (calling Mr McKee a liar in response to comments he made about the burn rate of Vuulr) were uttered because she wanted to warn the two third-party investors whom she had invited to the meeting, at which Mr McKee’s attendance was not expected. The Words were therefore not connected to or did not arise out of the business activities of Vuulr, Unum or Illume.

37 This submission, however, was not supported by Mrs Maag’s pleadings, her affidavits or the findings of the court.

38 The DJ noted that Mrs Maag had a business interest in Vuulr, through Unum and Illume, of which she was the sole shareholder. This was extensively canvassed at [34]–[37] of the GD, with reference to Mrs Maag’s affidavit and pleadings. This finding was not disputed.

39 Mrs Maag’s contention is also not borne out by the findings made by the court in Gurpreet Gill Maag v McKee, Ian [2025] SGHC 221, which concerned the main action in OC 823 as well as the counterclaim therein.

40 There, Choo Han Teck J found that Mrs Maag’s defence of qualified privilege against the counterclaim for defamation was made out. This was because her comment was made in the context of a business meeting between the directors and shareholders, for the purpose of understanding the financial health of the company. Mrs Maag’s Words were uttered in the context of a meeting where the parties were discussing the financial health of Vuulr, a company which was on the brink of insolvency under the current management: at [23]–[24].

41 However, Choo J did not make any reference to Mrs Maag’s comments being made to protect third-party investors, but rather only that they were in the context of a business meeting to understand the financial health of Vuulr. Mrs Maag has appealed against other aspects of Choo J’s decision, but not in relation to the OC 823 Counterclaim or the findings made in relation to it.

42 Taking into consideration the above, I affirmed the DJ’s holding that the Business Pursuits Exclusion applies. This would have sufficed to dismiss the appeal.

Director’s Liability Exclusion

Mrs Maag’s case

43 For completeness, I also considered, during the hearing of the appeal, Mrs Maag’s third main argument, which is that the DJ erred in holding that the Director’s Liability Exclusion applies.

44 Mrs Maag submitted that her Words at the 24 November 2022 Meeting were not actions as an officer or member of the board of directors of Vuulr. In so far as Mrs Maag is an officer of Illume and Unum, it was similarly submitted that her Words undermined the business interests of Unum and Illume. As the disparagement of Vuulr’s management (Mr McKee being the CEO) to an existing and potential further investor can only serve to discourage further investment into Vuulr, this would render Vuulr even more incapable of paying its debts to Unum and Illume. Hence, Mrs Maag’s Words were not actions as an officer or member of Unum or Illume.

The Director’s Liability Exclusion is engaged

45 I accepted Mrs Maag’s submission that she is not an officer or member of the board of directors of Vuulr. I noted that she is only a shareholder and board observer in Vuulr.

46 Mrs Maag did not dispute that she is an officer of Unum and Illume. As I have observed above (at [33]), a party can make statements that are contrary to its business interests in the course of business activities. Using a similar analogy, a director of a company could utter offending words during a business negotiation that are detrimental to securing the business deal, but that does not alter the fact that he was at the business negotiation in his capacity as a company director. There is thus no principled basis for accepting Mrs Maag’s submission.

47 In so far as Mrs Maag also submitted that she did not utter the Words as an officer of Unum and Illume because they were said to protect the two third-party investors, I dismissed this, for the reasons given above in relation to the same argument made with respect to the Business Pursuits Exclusion (at [36]–[41]).

48 I therefore also affirmed the DJ’s holding that the Director’s Liability Exclusion applies.

Further arguments

49 Following my decision on 29 April 2026 to dismiss the appeal, Mrs Maag requested that further arguments be heard, pursuant to s 29B(1) of the Supreme Court of Judicature Act 1969 (2020 Rev Ed) read with O 18 r 28 of the Rules of Court 2021. I granted this request. I also directed that the parties’ further written submissions should include their submissions on the extent to which Mrs Maag’s pleadings in OC 823 support her position that the two exclusion clauses do not apply, with reference to the contentions made in her request for further arguments (“RFA”). I directed that the pleadings referred to should include those set out in the 1st Claimant’s Defence to the Defendant’s Defence and Counterclaim for OC 823/2023 (“Mrs Maag’s Defence in OC 823”) at paras 20–23, 28 and 32.

Mrs Maag’s case

50 When Mrs Maag’s further written submissions (“AFWS”) were filed, they did not flesh out the arguments set out in her RFA. Instead, she advanced another set of arguments. Nevertheless, for completeness, I set out below both sets of arguments.

51 I begin with Mrs Maag’s contentions as contained in her RFA. She submitted that Wilkinson v Security National Insurance Co [2000] 9 WWR 127 (“Wilkinson”) at [6] makes clear that when determining whether an insurer’s defence coverage obligation is triggered: (a) the court ought to focus on the pleadings filed in the proceedings commenced against the insured to ascertain the case that the insured is asked to meet; and (b) the insurer’s obligation is triggered where the pleadings raise the possibility of one or more claims that are covered by the defence coverage policy. In Wilkinson, the Alberta Court of Queen’s Bench made the following observations at [6]:

To summarize, the pleadings govern the duty to defend. If the claim against the insured alleges a state of facts which, if proven, would fall within the coverage afforded by the policy, the insured is obliged to defend the action regardless of the truth or falsity of the allegations. It is not necessary to prove that the obligation to indemnify will in fact arise in order to trigger the duty to defend. The mere possibility that a claim within the policy may succeed is sufficient. It is only where the statement of claim is clear and unambiguous that the claim falls outside of the coverage of the policy that the duty to defend does not arise. In this regard, the “widest latitude” should be given to pleadings advanced against the insured in determining whether they raise a claim within the scope of the policy. [emphasis added]

52 On this basis, Mrs Maag submitted that the insured does not need to adduce evidence on a balance of probabilities that the damages claimed are covered by the defence coverage policy.

53 Applying these principles, the pleadings in OC 823 minimally demonstrate a possibility that Mrs Maag said the Words in the interest of the other attendees at the 24 November 2022 Meeting, as opposed to her own business interest in Vuulr, Unum or Illume and/or her capacity as an officer or board member of Unum or Illume. Therefore, neither the Business Pursuits Exclusion nor the Director’s Liability Exclusion operates to condition Chubb’s duty to indemnify and consequently to defend.

54 Mrs Maag had expressly pleaded in her defence to the defamation counterclaim against her in OC 823 that she said the Words as she had a legitimate duty or interest to communicate the Words that she spoke and/or the matters therein to McKee as well as the board members, shareholders, investors and prospective investors of Vuulr attending the 24 November 2022 Meeting. On the pleadings in OC 823, the Words complained of were therefore said in discharge of her duty to the other attendees at the meeting. The inquiry into the applicability of the Business Pursuit Exclusion ends here. There is no need to further examine whether the Words were said in the context of a business meeting.

55 In OC 823, Mrs Maag succeeded on the defence of qualified privilege. While there are two limbs to qualified privilege, she pleaded only one limb – that which puts the interest of third parties over and above her own. The Words she spoke were not words said in furtherance of her business interest. They were said in discharge of her duty to the other attendees at the 24 November 2022 Meeting.

56 In the AFWS, Mrs Maag did not rely on Wilkinson as set out above. She submitted instead that the following legal principles apply:

(a) The duty to defend arises when the pleadings in the underlying action disclose a mere possibility of a claim that is covered under the insurance policy: Progressive Homes Ltd v Lombard General Insurance Co of Canada [2010] 2 SCR 245 (“Progressive Homes”). The “mere possibility” threshold should be applied at the outset to determine whether a claim falls within the coverage of the policy and not after the court determines that a duty to defence arises.

(b) The insured bears the onus of demonstrating that the claim in the underlying proceedings falls within the grant of the coverage.

(c) In deciding whether the duty to defend arises, the court does not solely consider the language used in the pleadings. Instead, the court will examine the substance of the allegations contained in the pleadings: Scalera at [50]; and

(d) The duty to defend may arise where the covered cause of action is pleaded in the alternative.

57 While Mrs Maag’s RFA focused on her pleadings in Mrs Maag’s Defence in OC 823 as demonstrating a possibility that Mrs Maag said the Words in the interest of the other attendees at the 24 November 2022 Meeting, the AFWS focused instead on the pleadings as set out in Mr McKee’s pleadings in his Reply in OC 823 at [6]. Mrs Maag submitted that Mr McKee advanced two alternative cases for why the defence of qualified privilege does not apply to Mrs Maag. First, Mr McKee denied at the outset that Mrs Maag stated the Words in the attendees’ interests. Second, even if the Words were stated in the attendees’ interests, Mrs Maag knew that the Words were false and/or was reckless as to the truth of the same.

58 In relation to her own pleadings, Mrs Maag submitted that while Mrs Maag’s Defence in OC 823 at paras 20–23 sets out the matters that she relied on to demonstrate that the Words were true and how she learned of these matters, Mrs Maag’s Defence in OC 823 at para 32 sets out how Mr Chanana already held the view that the Words were true. These matters do not address why Mrs Maag said the Words or the capacity in which she said them.

Chubb’s case

59 In its response to Mrs Maag’s RFA, Chubb made the following submissions.

60 By virtue of the applicability of the exclusion clauses, Chubb has no duty to indemnify Mrs Maag. As her claim does not even fall within the policy, it is irrelevant to examine whether there is a “mere possibility” that the claim may succeed based on the pleadings.

61 Further, Mrs Maag’s assertion that since the pleadings in OC 823 mention that the Words at the 24 November 2022 Meeting were made in the interest of the other attendees, there should be no further inquiry into the application of the Business Pursuits Exclusion or the Director’s Liability Exclusion, is a bare assertion unsupported by any authorities.

62 In so far as Mrs Maag alleged that the court made its decision in this appeal (“RAS 2”) on the basis of the evidence rather than the pleadings in OC 823, Chubb notes that the court’s finding on the basis of such evidence was merely an additional ground for rejecting Mrs Maag’s claim. The court had already independently concluded that Mrs Maag’s Words arose from business activity. In any case, in so far as the decision in RAS 2 relied on the evidence in terms of the District Court’s findings below, this court was simply affirming the District Court’s findings on the pleadings in OC 823. In particular, in reaching his conclusion that the Business Pursuits Exclusion applied, the DJ had made specific references to the pleadings in OC 823, in reaching his conclusion that the Business Pursuits Exclusion applied: GD at [34] and [37]. In the circumstances, it is inaccurate to say that due weight was not given to the pleadings in OC 823 by the court in RAS 2 in determining whether Chubb’s duty to defend had arisen.

63 In Chubb’s further written submissions (“RFWS”), it reiterates that the words “arising out of” in the Business Pursuits Exclusion are interpreted broadly in the context of insurance policies, and are said to mean “originating from”, “having its origin in”, “growing out of” or “flowing from”, or in short, “incident to” or “having connection with”. The damages claimed in OC 823 “arose out of” Mrs Maag’s business pursuits, or alternatively, her actions as a director of Unum and/or Illume, as the information which formed the basis of the Words was obtained by Mrs Maag “by virtue of her capacity as board observer and / or shareholder and / or introducer through the Unum FRSAs and / or consultant through the Consulting Agreement”.

64 It is immaterial whether the Words were motivated by Mrs Maag’s alleged duty to protect the third-party investors, as there is no duty to indemnify by virtue of the applicable policy exclusions. Mrs Maag has not cited any case authority for the proposition that one should examine whether the Words uttered were for financial gain.

65 The fact that the damages claimed in OC 823 originated from or were connected to Mrs Maag’s business pursuits is also evident from Mr McKee’s Reply in OC 823. In alleging that the Words were motivated by malice and improper motive, Mr McKee relied on the breakdown of their business relationship and Mrs Maag’s dissatisfaction that Vuulr had not made payment of the outstanding sums owed to Unum and Illume, being companies of which Mrs Maag was a director and sole shareholder.

My decision

66 I have summarised the applicable legal principles at [22] above. For ease of reference, I repeat the key applicable principles here. The Business Pursuits Exclusion clause and the Director’s Liability Exclusion clause, which are the subject of the further arguments, indirectly condition the scope of the duty to defend, in so far as they define the scope of coverage or the duty to indemnify.

67 There are two submissions on legal principles arising from Mrs Maag’s further arguments that warrant clarification.

Application of the “mere possibility” test

68 The first is Mrs Maag’s contention that in deciding whether an exclusion clause applies, the court should apply the “mere possibility” test in considering whether an exclusion clause applies to indirectly condition the insurer’s obligation to defend. This phrase was used in Progressive Homes, and also by the Supreme Court of Canada in Nichols at [17], which was cited in Seeton at [14]: see [15] above. The exact phrase used in Nichols was that “[t]he mere possibility that a claim within the policy may succeed suffices.” It is clear that the court was applying the “mere possibility” test to a claim under a policy. This would necessarily only be considered after it has first been determined that no exclusion clauses apply to such a claim.

69 Instead of the formulation of the test as suggested by Mrs Maag, the Canadian authorities instead state that where the insurer relies on an exclusion to avoid the obligation to defend its insured, the insurer must prove that there can be no indemnity under the policy in the assessment of whether an exclusion clause applies. The allegations of fact in that action must be given a wide interpretation and must be considered capable of being proven. Where it is clear from the pleadings that the suit falls outside the coverage of the policy by reason of an exclusion clause, the duty to defend does not arise: Nichols at [16].

70 At the hearing for further arguments, both counsels agreed that the above position sets out the approach of the Canadian courts.

Consideration of pleadings

71 The second point relates to whether the court considers only the language in the pleadings when considering whether a duty to defend arises. In the AFWS, Mrs Maag took the position that in deciding whether the duty to defend arises, the court does not solely consider the language used in the pleadings. Instead, the court must also examine the substance of the allegations contained in the pleadings: Scalera at [50]. This differs somewhat from the position Mrs Maag took in her RFA, where she cited Wilkinson for the proposition that the court ought to focus on the pleadings.

72 In my view, Mrs Maag’s position as reflected in her AFWS, rather than in her RFA, is the correct one because a decision of the Supreme Court of Canada, Scalera, takes precedence over Wilkinson. For completeness, even in Wilkinson, it is clear that the court did not confine itself to the pleadings. Instead, it looked to the context of the relationship of the parties. Wilkinson was an employee and shareholder of the company where Mason was the President. Wilkinson allegedly uttered defamatory statements against Mason. The court not only considered the pleadings but also examined the context of the relationship between Wilkinson and Mason. It found that Wilkinson’s employment at Tornado had ended and that the communication (or the alleged defamatory words) was not undertaken for financial gain, and on that basis concluded that the actions did not fall within the business pursuits exception: Wilkinson at [24]. Ultimately, even in Wilkinson, the court considered the context behind the pleadings in tandem with the pleadings themselves.

Application to the facts

73 Having considered the legal principles, it would be useful to situate them in the context of this appeal. The key question that arises here is whether the Business Pursuits Exclusion and the Director’s Liability Exclusion apply. In particular, the question is whether Chubb has proven that the damages sought by Mr McKee in the OC 823 Counterclaim are damages “arising out” of Mrs Maag’s “business pursuits, investment or other profit seeking activities” or damages for Mrs Maag’s actions as an officer or member of a company under the respective exclusion clauses (see [10]–[11] above). The duty to defend will only be held not to arise when it is clear from the pleadings that the OC 823 Counterclaim falls outside the coverage of the Policy by reason of the exclusions.

74 I now set out my analysis for the further arguments made in relation to the Business Pursuits Exclusion. Preliminarily, I reiterate that due weight had already been placed on the pleadings in the decision on 29 April 2026. I set out below in greater detail the pleadings in OC 823. They show that on the face of the pleadings themselves, the two exclusions were clearly engaged.

75 Mr McKee’s counterclaim states at paras 75 and 76 that “[s]ubsequent to the Board Meeting, on 24 November 2022, the 1st and 2nd Claimant met up with the Defendant, Chris Drumgoole and Karan A. Chanana at the Four Seasons Hotel, Orchard Boulevard, Singapore”, and that “[a]t the end of the meeting, the 1st Claimant stood up and shouted at the Defendant at the Four Seasons Hotel in public calling him ‘a liar’ and ‘someone who is not to be trusted’”. Mrs Maag admitted to this.

76 In relation to her defence of justification, Mrs Maag, the 1st Claimant in OC 823, pleaded the following:

20. The 1st Claimant was both a direct shareholder and an indirect beneficial shareholder of Vuulr.

21. Further, the 1st Claimant was also involved in efforts for and on behalf of Vuulr to raise funds for Vuulr through her network of investors.

22. Further, the 1st Claimant was a board observer of Vuulr who was privy to the information relating to Vuulr pleaded in this Defence to the Defendant’s CC by virtue of her capacity as board observer and / or shareholder and / or introducer through the Unum FRSAs and / or consultant through the Illume Consulting Agreement. Further and / or in the alternative, the 1st Claimant was privy to the information relating to Vuulr pleaded in this Defence to the Defendant’s CC with the Defendant’s and Vuulr’s consent at all material times.

23. By virtue of any or all of the above, the 1st Claimant had become aware of the multiple ways in which the Defendant had conducted the affairs of Vuulr dishonestly and / or misleadingly ...

[emphasis added]

77 Mrs Maag’s defence of justification proceeded on the basis that she was a shareholder of Vuulr, and that she was involved in efforts to raise funds for and on behalf of Vuulr through her network of investors. She was also privy to information by virtue of her being a board observer, shareholder and introducer through the Unum Fund Raising Support Agreements (“FRSAs”). To complete the picture, Mrs Maag later filed an affidavit in which she deposed at para 67 that “Unum had a business relationship with Vuulr through what are known as the [Unum FRSAs] signed in 2019, 2020 and 2021. Through these FRSAs, Unum referred investors to Vuulr and would be compensated in equity or by a referral fee”.

78 While these were pleaded with respect to her defence of justification, they remained part of Mrs Maag’s pleadings. There is no suggestion that they should not be regarded as part of her pleaded position. It is clear from these pleadings that the damages sought by Mr McKee, the CEO and a director of Vuulr, are damages “arising out” of Mrs Maag’s “business pursuits”, namely, Vuulr and Unum. She does not contend otherwise.

79 I turn next to Mrs Maag’s defence of qualified privilege. She pleaded that Mr McKee was the CEO and Director of Vuulr at all material times, and that she was a board observer of Vuulr and also a direct and indirect shareholder of Vuulr. She pleaded that she was privy to the information relating to Vuulr that underpinned her Words, by virtue of her being, amongst other things, an introducer through the Unum FRSAs:

80 In relation to the other attendees, she pleaded that Mr Chris Drumgoole (“Mr Drumgoole”) was a director of Vuulr at the time of the 24 November 2022 Meeting and that Mr Karan A Chanana (“Mr Chanana”) was a direct and/or indirect investor and/or prospective investor in Vuulr.

81 Mrs Maag further pleaded that:

28.7. the 24 November 2022 Meeting was a meeting of directors and / or shareholders at which the Defendant was seeking to address Vuulr’s financial situation and / or burn rate and / or investment status, in the context of raising more money from investors and / or ensuring Vuulr would not enter insolvency;

28.8. the Words related to the Defendant’s truthfulness and / or honesty regarding matters that were germane to addressing Vuulr’s financial situation and / or Burn Rate and / or ability to raise investment from investors. Paragraphs 18 – 27 of this Defence are repeated. The above matters concerned both directors and / or shareholders and / or prospective investors in Vuulr;

28.9 In the circumstances, the 1st Claimant had a legitimate duty and / or interest to communicate the Words she spoke and / or the matters therein to the Defendant and / or the board members and / or shareholders and / or investors and / or prospective investors of Vuulr present at the meeting, who had a legitimate interest to receive and / or be informed of the same.

82 She also pleaded in relation to Mr Chanana that:

32. Further and/or in the alternative, Karan A. Chanana already held the view that the Words were accurate as evidenced by inter alia emails written by Karan A. Chanana to the Defendant on or around 13 and / or 16 December 2022 in which he conveyed that the Defendant was not to be trusted and / or abused the trust of investors on account of, inter alia, the Defendant’s general mismanagement of Vuulr’s affairs.

83 Thus, based on Mrs Maag’s pleadings:

(a) The 24 November 2022 Meeting arose out of the business pursuits of Vuulr and Unum, since it was a meeting of directors and/or shareholders at which Mr McKee was seeking to address Vuulr’s financial situation, burn rate and investment status, in the context of raising more money from investors or ensuring that Vuulr would not enter insolvency.

(b) She was privy to the information that formed the basis of her Words, arising out of her business pursuits in Vuulr and Unum;

(c) The Words that Mrs Maag uttered arose out of the business pursuits of Vuulr and Unum, since the Words related to the Mr McKee’s truthfulness and honesty regarding matters that were germane to addressing Vuulr’s financial situation, burn rate and ability to raise investment from investors. These matters concerned the directors, shareholders and prospective investors in Vuulr.

(d) Mrs Maag pleaded that, in the circumstances, she had a duty to communicate the Words to the other attendees. The circumstances that she referred to were wholly related to her business pursuits. Thus, even though Mrs Maag pleaded that she had a legitimate duty or interest to communicate the Words to the attendees at the meeting, such a duty or interest arose out of her business pursuits.

84 In so far as Mr Drumgoole is concerned, given that he was a director of Vuulr at the time of the 24 November 2022 Meeting, it is very difficult to conclude that the Words were not uttered to him arising from Mrs Maag’s business pursuits. Mr Chan submitted that Mrs Maag said those Words not because of the business context set out at para 28 of Mrs Maag’s Defence to OC 823, but to ensure that Mr Drumgoole was not misled by the character of Mr McKee. However, he also accepted that this was not expressly set out in Mrs Maag’s pleadings. There is also no basis to impute this when Mrs Maag’s pleadings are considered.

85 Mr Kevin Kwek, counsel for Chubb, informed the court that Mr Chanana was already an investor in Vuulr by the time of the 24 November 2022 Meeting. This was not disputed by Mr Chan. As an investor, Mr Chanana would have an interest in Vuulr’s financial situation, which is what Mrs Maag pleaded the 24 November 2022 Meeting to be about.

86 I nevertheless assessed Mrs Maag’s case with regards to Mr Chanana at its highest, which is that he was also a prospective investor. Yet, even in relation to her pleading that the matters concerned “prospective investors in Vuulr”, on Mrs Maag’s pleaded case, any duty that she owed to Mr Chanana as a potential investor was still clearly and inextricably tied to her business pursuits.

(a) Mrs Maag’s pleaded that she was “involved in efforts for and on behalf of Vuulr to raise funds for Vuulr through her network of investors” and that she was an “introducer through the Unum FRSAs”. Her engagements with investors or prospective investors of Vuulr were inextricably tied to her own business pursuits in Unum and Unum’s FRSAs with Vuulr.

(b) On Mrs Maag’s pleadings, Mr Chanana already had previous business engagements with Mr McKee, having emailed him on two occasions to convey that Mr McKee was not to be trusted or abused the trust of investors on account of his general mismanagement of Vuulr’s affairs. These earlier engagements would have been pursuant to Mrs Maag’s business pursuits in Unum and Vuulr.

(d) The information relating to Vuulr that formed the basis of Mrs Maag’s Words was obtained by virtue of her being, amongst other things, an introducer through the Unum FRSAs.

87 Hence, when Mrs Maag’s pleadings are considered as a whole, her duty and/or interest to communicate the Words to investors and/or prospective investors of Vuulr present at the meeting (namely, Mr Drumgoole and Mr Chanana) clearly arose out of Mrs Maag’s business pursuits in Unum and Vuulr. There is no language in Mrs Maag’s Defence in OC 823 that suggests that she communicated the Words for reasons divorced from her business pursuits or that her duty to such investors was so divorced.

88 Notably, as stated above at [41], when the court in OC 823 found that Mrs Maag was successful in her defence of qualified privilege, the court did not indicate that she spoke the Words in the interests of third parties. Instead, the court found that it “was in the context of a meeting where parties were discussing the financial health of Vuulr, a company which was on the brink of insolvency”: Gurpreet Gill Maag v McKee, Ian [2025] SGHC 221 at [24]. This was wholly in line with Mrs Maag’s pleadings regarding her business pursuits in Vuulr and Unum, as set out above.

89 Finally, it should be borne in mind that the proper inquiry for the purposes of assessing the Business Pursuits Exclusion, based on the language in the clause, is whether the Words arose out of Mrs Maag’s business pursuits. This is a wholly different basis from what Mrs Maag submits, namely, whether the Words were spoken to protect the interests of third parties. Mrs Maag’s own pleadings show clearly that the Words arose out of her business pursuits. This is so even where her pleadings are given a wide interpretation, as her pleadings consistently tie back to her business pursuits and there is nothing within her pleadings that suggests that her duty to communicate to prospective investors is separate from her business pursuits.

90 When Mrs Maag’s AFWS was filed, she did not delve into her own pleadings but instead focused on Mr McKee’s pleadings. She submitted that on one of his alternative cases in response to the defence of qualified privilege, he denied that Mrs Maag spoke the Words in the attendees’ interests. I set out below the relevant extracts of Mr McKee’s Reply in OC 823:

6. The Defendant denies that the 1st Claimant’s Words were shouted on an alleged occasion of qualified privilege. The Defendant avers that the 1st Claimant was motivated by express malice and improper motive. The Defendant relies on the following facts and/or matters in support:

…

(c) … The meeting on the 24 November 2022 at the Four Seasons Hotel was an informal meeting to discuss Vuulr’s financial status and the raising of monies from investors as Vuulr was in dire need for financing at that material time.

…

(e) The business relationship between the 1st and 2nd Claimants with the Defendant have been deteriorating due to differences between parties. The 1st and 2nd Claimants were unsatisfied with the day-to-day operations and management of Vuulr led by the Defendant.

…

(g) The 1st Claimant was unsatisfied with the cost cutting measures implemented.

…

(i) Hence, at all material times, the 1st, 2nd, 3rd and 4th Claimants were dissatisfied with the delay and non-payment of the Unum Invoice and the Illume Invoice.

(j) Thus, the 1st Claimant’s Words were not in relation to Vuulr’s financial situation and/or the 1st Claimant’s alleged duty and/or interest to communicate the same to those who were present at the meeting on 24 November 2022. …

(k) The 1st Claimant knew the 1st Claimant’s Words were untrue for inter alia the reasons set out below. Alternatively, the 1st Claimant was reckless as to whether the 1st Claimant’s Words were true or false. …

91 As can be seen from the above, it is not accurate to characterise Mr McKee’s case as simply one of denial that Mrs Maag’s Words were uttered in relation to her duty and/or interest to communicate them to those present at the meeting. Instead, Mr McKee’s case was that the Words were motivated by malice, as Mrs Maag was unhappy with the cost-cutting measures at Vuulr and the delay and non-payment of the Unum and Illum invoices.

92 As submitted by Mrs Maag, in deciding whether the duty to defend arises, the court does not solely consider the language used in the pleadings. Instead, the court will examine the substance of the allegations contained in the pleadings: Scalera at [50]. Even on this test, however, it would similarly be a very far stretch to say that Mr McKee pleaded, in substance, that Mrs Maag uttered the Words in the interests of the third-party attendees, merely on the basis of Mr McKee’s Reply in OC 823 at para 6. In any event, as explained above, on Mrs Maag’s pleadings, her duty and/or interest to communicate the Words to investors and/or prospective investors is closely tied to her business pursuits in Unum and Vuulr.

93 For these reasons, having heard Mrs Maag’s further arguments and re-examined the pleadings in close detail, I affirmed my earlier decision to dismiss the appeal. Even where the pleadings are given a wide interpretation, it is clear from the substance of the pleadings that the OC 823 Counterclaim falls outside the coverage of the Policy by reason of the Business Pursuits Exclusion.

94 I turn next to the Director’s Liability Exclusion. Nothing in Mrs Maag’s pleadings disputes the fact that she was a director of Unum and Illume, and she has not pleaded otherwise. She also pleads that the 24 November 2022 Meeting was a meeting of directors and/or shareholders at which Mr McKee was seeking to address Vuulr’s financial situation and that the Words were germane to addressing the situation. She had an interest in Vuulr’s financial situation in her capacity as a director of Unum and Illume.

95 Mr McKee’s Reply in OC 823 explicitly refers to Mrs Maag’s dissatisfaction with Vuulr’s delay and non-payment of the Unum and Illume invoices.

96 Thus, it is also clear from the pleadings that the OC 823 Counterclaim falls outside the coverage of the Policy by reason of the Director’s Liability Exclusion. I consequently also affirmed my earlier decision that the Director’s Liability Exclusion applies.

Conclusion

97 For the reasons above, I dismissed the appeal. Costs were awarded to Chubb in the sum of $21,000 all-in for the appeal hearing. Costs were also awarded to Chubb in the sum of $12,000 all-in for the further arguments. I would like to record my gratitude to counsel for their able assistance in this matter.

Kwek Mean Luck
Judge of the High Court

Chan Ming Onn David and Tan Wei Sze (Shook Lin & Bok LLP) for the appellant;

Kevin Kwek Yiu Wing, Charmaine Elizabeth Ong Wan Qi and Sourish Sinha (Legal Solutions LLC) for the respondent.