Without Prejudice Letters in Singapore: What Stays Hidden From the Judge and When It Does Not

Short answer: In Singapore, a without prejudice letter is a genuine attempt to settle an existing dispute, and section 23 of the Evidence Act 1893 generally stops it being used as evidence against the sender in a civil case. The label alone decides nothing. Clear admissions of liability, letters sent before any dispute, and some recognised exceptions fall outside the protection.

Directors often see “without prejudice” on a letter without knowing what it does. This guide explains without prejudice in Singapore in plain terms: what the label protects, the situations where the court will still look at the letter, what “without prejudice save as to costs” means, and how a company should respond when a without prejudice offer lands on the director’s desk. It focuses on the privilege itself. Payment into court and the costs regime for offers are covered in our guide to the offer to settle in Singapore, and turning an agreed deal into an enforceable court order is covered in our guide to consent judgments.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

What does “without prejudice” mean in Singapore?

“Without prejudice” means that what a party says while trying to settle a dispute cannot later be used in court to prove the case against it. The aim is to let parties make concessions and float numbers without fear that those concessions will be read back to the judge.

A without prejudice letter might offer to pay part of a disputed invoice, accept a smaller sum, or propose a payment plan in exchange for a release. If talks fail, the judge deciding who is right normally never sees those letters. Emails, messages and settlement meetings can be covered too: the court looks at purpose, not format.

What is the legal basis for without prejudice privilege?

The privilege rests on section 23 of the Evidence Act 1893 and on the common law, both built on the policy of encouraging parties to settle their disputes out of court.

Section 23(1) of the Evidence Act 1893 provides that in civil cases no admission is relevant if it is made upon an express condition that evidence of it is not to be given, or upon circumstances from which the court can infer that the parties agreed together that evidence of it should not be given. The first limb covers letters expressly marked “without prejudice”. The second covers communications that were plainly part of settlement talks even though no one used the label.

In Hall, Jonathan Stuart v Rapyd Pte Ltd [2024] SGHC 49 (unreported), the High Court summarised the settled principles. It noted that the Court of Appeal in Mariwu Industrial Co (S) Pte Ltd v Dextra Asia Co Ltd [2006] 4 SLR(R) 807 treated section 23 as a statutory enactment of the privilege, and it identified two prerequisites:

1. The communication must involve an “admission”, meaning a statement that on its face goes against the interest of the person making it.
2. The communication must have arisen in the course of negotiations to settle a dispute, so there must in fact be a dispute that the parties are trying to settle.

The court also confirmed the broad approach: a whole genuine without prejudice exchange is protected, not just individual admissions.

Section 2(1) of the Evidence Act states that Parts 1 to 3 of the Act do not apply to proceedings before an arbitrator. If your contract sends disputes to arbitration, ask your lawyer how settlement correspondence will be treated in that forum.

When does the without prejudice label protect you?

The label protects genuine settlement talks about a dispute that already exists. It works best when the letter is clearly framed as an offer to compromise and is sent after the parties have taken opposing positions.

Three practical points come out of the cases:

• The words help but are not decisive. In Swee Wan Enterprises Pte Ltd v Yak Thye Peng [2017] SGHC 313 (unreported), the High Court noted that a “without prejudice” label does not automatically make a communication privileged, but it places the burden on the party who says the label should be ignored.
• No label is needed. In Hall v Rapyd, the court held that the privilege does not depend on the words “without prejudice” being used. Where they are absent, the court looks at all the circumstances without leaning either way.
• Timing matters. In Hall v Rapyd, earlier messages sent before any dispute existed were not protected, while a later meeting held after the dispute had arisen was.

Where a party pleads protected communications in its court documents, those passages are liable to be struck out, as happened in Hall v Rapyd.

When does without prejudice protection not apply?

Protection is lost or never arises where there is no real dispute, where a party clearly admits liability, where the issue is whether a settlement was actually reached, and in a small number of other recognised exceptions.

The second row is the usual trap: “we owe the full amount but can only pay half this month” reads as an admission, not a compromise. Negotiate on amount and timing without conceding liability. If the limitation period on the debt is a concern, see our guide to the debt limitation period in Singapore before putting anything in writing.

What does “without prejudice save as to costs” mean?

It means the offer is hidden from the court while it decides who wins, but either side may show it to the court afterwards, when the court decides who pays legal costs. It is the usual label for a serious, considered offer.

The Rules of Court 2021 already build this in for offers of amicable resolution. Under Order 5 rule 2(3), the terms of an offer that has been made and not accepted must not be relied on or made known to the court until after the court has determined the merits and is dealing with costs. Under Order 21 rule 2(2)(a), the court must have regard to the parties’ efforts at amicable resolution when fixing or assessing costs.

In Cheng Shi Ying Cherissa v Khoo Chong Kiat [2025] SGHC 91 (unreported), Choo Han Teck J said that where negotiations are protracted, parties ought to make their final offer clear, both in amount and as a final offer, and that it should be marked without prejudice as to the merits but open as to costs.

How a refused offer shifts costs, and how payment into court works, are covered in detail in our offer to settle guide.

How should a company respond to a without prejudice letter in Singapore?

Read it, check authority, decide whether to engage, and reply in the right channel: a without prejudice reply for the negotiation, and a separate open letter for anything you want on the record. Do not ignore it and do not reply in anger.

1. Log the date received and any expiry date. Under Order 5 rule 2(2), an offer of amicable resolution must stay open for at least 14 days unless the parties agree otherwise, and Order 5 rule 2(4) says an offer with no expiry date lapses once the court has decided the merits unless the offeror says otherwise.
2. Check that there is a real dispute and that the letter is a genuine offer. If it is really a demand dressed up with a label, treat it as an open letter. Our guide to responding to a lawyer’s letter of demand covers the open reply.
3. Confirm who can respond for the company. A settlement commits company money, so the board should authorise the person negotiating, and a material settlement should be approved by directors’ resolution.
4. Decide your position with a lawyer. Order 5 rule 1(4) says a party must not reject an offer of amicable resolution unless it has reasonable grounds, and Order 21 rule 4(c) lets the court disallow or reduce even a winning party’s costs if it failed in that duty. If you are unsure, speak to a lawyer before replying.
5. Reply in writing. Order 5 rule 2(1) requires an offer of amicable resolution and any rejection to be in writing. Mark a counter-offer “without prejudice” or “without prejudice save as to costs”, keep it to the terms, and avoid admitting liability.
6. Keep open and without prejudice correspondence in separate files so nobody exhibits a privileged letter by mistake.
7. If terms are agreed, record them in a signed agreement or deed, or ask your solicitor to record them as a consent judgment where proceedings are on foot.

Once a claim is filed or about to be, let your solicitor conduct the correspondence. Court proceedings in Singapore are conducted by a Singapore Advocate and Solicitor.

What documents and timelines matter, and what does it cost?

There is no court fee for exchanging without prejudice letters. The cost is lawyer time, which rises with the amount at stake, the number of negotiation rounds and whether proceedings have already started.

If the dispute goes to court, filing fees are a separate cost; our guide to court fees in Singapore sets them out. Ask your lawyer for a fixed or capped fee for the negotiation stage.

What does the company secretary prepare and what does the solicitor handle?

The company secretary or corporate service provider handles the company’s internal approvals and records. The solicitor handles legal advice, the substance of the without prejudice correspondence once a claim is in view, and every court filing.

• Company secretary or CSP: drafts the directors’ resolution authorising the negotiator and approving any settlement, keeps the signed settlement in the company’s records, and diarises payment and expiry dates.
• Solicitor: advises on the merits and on whether a letter is privileged, drafts offers and counter-offers, draws up the settlement agreement or consent judgment, and files any court documents. In Singapore, court proceedings are conducted by a Singapore Advocate and Solicitor.

A settlement does not usually need an ACRA lodgement, but any share transfer, change of director or release of a registered charge that the settlement involves has its own filing requirements. Our explainer on the deed of settlement covers the document that usually closes the deal.

What are the common mistakes with without prejudice letters?

The most common mistakes are trusting the label too much, admitting the debt while negotiating, and mixing open and without prejudice material in the same letter.

• Marking ordinary business correspondence “without prejudice” before any dispute exists, and assuming it is protected.
• Writing “we owe you the money but need more time”, which reads as an admission rather than an offer to compromise.
• Putting the formal denial and the settlement offer in one letter, so the denial cannot be relied on openly.
• Exhibiting a without prejudice letter in an affidavit or pleading it, inviting an application to strike it out.
• Agreeing a deal in a chain of emails and never signing a settlement document, which invites a later fight over whether a settlement was concluded.

Frequently asked questions

Do I have to write “without prejudice” for my letter to be protected?

No. Section 23(1)(b) of the Evidence Act 1893 and the common law can protect a genuine settlement communication without the label. Using the words is still sensible, because it shows your intention and puts the burden on anyone arguing the letter is not privileged.

Can the judge ever see a without prejudice letter?

Yes, in limited cases: where the letter contains a clear admission of liability, where the issue is whether a settlement was concluded, where both parties waive the privilege, or where another recognised exception applies. A letter marked “without prejudice save as to costs” can be shown once the merits are decided and costs are being argued.

Can I show the other side’s without prejudice letter to my bank or investors?

Be careful. The safest course is to share settlement correspondence only with your lawyers and those who need it, and to ask your lawyer first. Mediation communications have a separate statutory confidentiality rule under section 9 of the Mediation Act 2017.

What happens once the parties agree terms?

Record the deal in a signed settlement agreement or deed. If proceedings have started, your solicitor can record it as a consent judgment so it can be enforced directly; see our guide to consent judgments in Singapore.

Last reviewed: 25 October 2026. The Editorial Team, Raffles Corporate Services.