Asia Business Forum Pte Ltd v Long Ai Sin and Another

• Jurisdiction: Singapore
• Judgment Date: 28 August 2003
• Date: 28 August 2003
• Docket Number: Suit No 949 of 2002
• Court: High Court (Singapore)

Asia Business Forum Pte Ltd

Plaintiff

and

Long Ai Sin and another

Defendant

[2003] SGHC 187

Kan Ting Chiu J

Suit No 949 of 2002

High Court

Employment Law–Employees' duties–Post-employment duties–Confidentiality and trade secrets–Protected information–Whether information amounting to trade secrets or information accorded protection as trade secrets

The plaintiff, ABF, was a conference producer. The first defendant, Long, was a former employee of ABF, while the second defendant, PC, also a conference producer, was the company that Long set up after leaving ABF. ABF contended that Long had disclosed and allowed PC to use ABF's confidential information and trade secrets, comprising of ABF's database and training manual. It sought injunctions preventing both defendants from using the information, delivery up of the documents and damages or an account of profits from the alleged use.

Held, dismissing the claim:

(1) While an employee was employed, he could not use or disclose his employer's confidential information except in the discharge of his duties as an employee. After he had left his employment, he could not use or disclose his former employer's information that were properly classified as trade secrets or as material which, while not properly described as a trade secret, was in all the circumstances of such a highly confidential nature as to require the same protection as a trade secret: at [9].

(2) In determining whether information was classified as a trade secret, some of the relevant factors were: whether the circulation of the information was restricted; whether the employee was instructed that the information was confidential; and whether the information was easily isolated from other non-trade secrets. However, these factors were not conclusive as the over-zealous characterisation and protection of information did not transform information of otherwise unexceptional confidentiality into trade secrets: at [10].

(3) Normally, information relating to the mode of general organisation and management of a business was not regarded as a trade secret. However, it was up to the plaintiff to show that his business was of exceptional sensitivity as to deserve greater protection. On the facts, ABF failed to do so as conference production was not a restricted business and did not require any special protection. Hence, the training manual was not regarded as a trade secret: at [20].

(4) In respect of ABF's database, it could be said that they contained confidential information. However, ABF has failed to prove that the defendants had taken or used the information in the database. As such, ABF's claim failed: at [28].

Commercial Plastics Ltd v Vincent [1965] 1 QB 623 (folld)

Faccenda Chicken Ltd v Fowler [1987] Ch 117; [1986] 3 WLR 288 (folld)

Herbert Morris Limited v Saxelby [1916] 1 AC 688 (folld)

Sir W C Leng & Co Limited v Andrews [1909] 1 Ch 763 (folld)

Tang Siew Choy v Certact Pte Ltd [1993] 1 SLR (R) 835; [1993] 3 SLR 44 (folld)

Tito Isaac and Sadique Marican (Tito Isaac & Co) for the plaintiff

Low Chai Chong and Henry Heng (Rodyk & Davidson) for the defendants.

Judgment reserved.

Kan Ting Chiu J

1 This is a case of an employer who feels aggrieved by a former employee who becomes its competitor. The employer in this case is the plaintiff. The ex-employee is the first defendant. The second defendant is the company the first defendant set up with her husband.

2 The plaintiff is a conference producer and has been in the business since 1992. The first defendant was employed by the plaintiff as a conference producer in January 1995. She was promoted to conference group manager in October 1996 and she left the plaintiff in September 1999.

3 The first defendant took on several jobs after leaving the plaintiff. She came back into the conference producing industry through the second defendant, and produced the first conference in August 2001.

4 The plaintiff takes objection to that. Its complaint is that the first defendant had disclosed to the second defendant the plaintiff's highly confidential information and trade secrets and allowed the latter to use them. It seeks permanent injunctions against both defendants from dealing with the information, delivery up of documents in books containing the information, damages or an account of profits made by them from the use of the information.

5 The plaintiff defined the trade secrets and highly confidential information in the further and better particulars it furnished. The trade secrets are identified as:

The Plaintiffs' Training Manual consisting of highly confidential information and trade secrets. This manual sets out the Plaintiff's business model and techniques in conference...