Thomas & Betts (S E Asia) Pte Ltd v Ou Tin Joon and Another

CourtHigh Court (Singapore)
JudgeLai Siu Chiu J
Judgment Date27 February 1998
Neutral Citation[1998] SGHC 57
Citation[1998] SGHC 57
Published date21 February 2013
Plaintiff CounselBonnie Lo (Drew & Napier)
Defendant CounselDaniel Lim (Shook Lin & Bok)



The Background

1. The plaintiffs are the sole and exclusive distributors of a brand of product called 'PTR terminal blocks' in Asia by virtue of an exclusive distributorship agreement made between their parent company in the USA and PTR Messtechnik GMBH & Co, a German company.

2. The first defendant (Ou) used to be the managing director of the plaintiffs. He tendered his resignation on or about 14 July 1995 and left on 7 August 1995. He incorporated the second defendants (Phoenix) on or about 25 August 1995 and became their managing director and one of the shareholders some time also inAugust 1995.

3. On 6 March 1997, a writ of summons with the indorsed statement of claim was served by the plaintiffs on the defendants. The defence was filed on 2 April 1997.

4. Essentially, the plaintiffs claimed that Ou had disclosed to Phoenix confidential information (i.e. customers' identities) belonging to the plaintiffs for the benefit of himself or Phoenix, to the detriment of the plaintiffs.

5. In so doing, Ou acted in breach of his employment contract with the plaintiffs, failed to exercise his duty of good faith and fidelity whilst in the plaintiffs' employ and breached his statutory or fiduciary duties under ss 157(1) and 157(2) of the Companies Act (Cap 50).

6. As against Phoenix, the claim was that the company had wrongfully induced and procured the plaintiffs' customers to breach their obligations with the plaintiffs in respect of the PTR terminal blocks, despite knowledge of the plaintiffs' rights as sole distributors.

7. Subsequently, on 16 September 1997, the plaintiffs furnished further and better particulars of the alleged breaches as claimed in the statement of claim.

8. On 22 October 1997, the parties appeared before me on the defendants' application (summons in chambers no. 6326 of 1997) to strike out the statement of claim. At the conclusion of the hearing, I made the following orders:

(a) There be an order-in-terms of the defendants' application in that the plaintiffs' allegations relating to implied duties and statutory fiduciary duties as set out in paras 10, 11, part of para 14 (relating to para 10) and para 16 of the statement of claim filed on 6 March 1997 are struck out.

(b) Plaintiffs to file an amended statement of claim to confine breach by the first defendant to the express covenant, that is, clause 5 of his employment contract or to render further and better particulars of the breach of that express covenant by 5 November 1997 with liberty to the defendants to file an amended defence within 14 days of service of the amended statement of claim.

(c) The orders made to be without prejudice to the defendants' making an application under O 14 r 12 of the Rules of the Supreme Court (RSC) for the court's determination on a question of law, as to whether the plaintiffs can succeed in their claim against the first defendant on breach of express covenant.

(d) Costs of the application to the defendants to be taxed at 60% of full costs but with full disbursements, unless otherwise agreed.

9. The plaintiffs are dissatisfied with my orders and have appealed (Civil Appeal No 239 of 1997) against that part of my decision striking out paras 10 and 11, part of para 14 (relating to para 10) and para 16 of the statement of claim, and that the plaintiffs bear 60% of the defendants' taxed costs and full disbursements.

The decision

10. For present purposes, I need only concern myself with those aspects of the case which are under appeal: (1) the alleged breaches of the...

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5 cases
  • Smile Inc. Dental Surgeons Pte Ltd v Lui Andrew Stewart
    • Singapore
    • High Court (Singapore)
    • 16 December 2011
    ...Parry [1967] 1 WLR 753 (refd) Shepherds Investments Ltd v Walters [2007] 2 BCLC 202 (refd) Thomas & Betts (SE Asia) Pte Ltd v Ou Tin Joon [1998] SGHC 57 (refd) Thorsten Nordenfelt (pauper) v The Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535 (refd) Transport North American Expres......
  • Tapematic SpA v Wirana Pte Ltd and Another
    • Singapore
    • High Court (Singapore)
    • 9 January 2002
    ...[2000] 2 SLR 54 (distd) Ocean Frost, The; Armagas Ltd v Mundogas SA [1986] AC 717 (refd) Thomas & Betts (SE Asia) Pte Ltd v Ou Tin Joon [1998] SGHC 57 (refd) Tribune Investment Trust Inc v Soosan Trading Co Ltd [2000] 2 SLR (R) 407; [2000] 3 SLR 405 (refd) Rules of Court (Cap 322, R 5, 1997......
  • Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart
    • Singapore
    • High Court (Singapore)
    • 16 December 2011
    ...duty as one of fidelity. I will say more on this later (see [226] below). In Thomas & Betts (S.E. Asia) Pte Ltd v Ou Tin Joon and another [1998] SGHC 57 (“Thomas”), the plaintiff alleged, inter alia, that the first defendant (who was its former managing director) had breached his implied du......
  • ABN AMRO Bank NV, Singapore Branch v CWT Commodities (SEA) Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 17 January 2011
    ...its above arguments on causation. In this regard Mr Jeremiah referred to the case of Thomas & Betts (S.E. Asia) Pte Ltd v Ou Tin Joon [1998] SGHC 57 (“Thomas & Betts”) where Lai Siu Chiu J held (at [23]): It is a clear rule of pleading that ‘every pleading must contain the necessary particu......
  • Request a trial to view additional results

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