Lee Kien Meng v Cintamani Frank

• Jurisdiction: Singapore
• Judgment Date: 22 April 2015
• Date: 22 April 2015
• Docket Number: District Court Appeal No 48 of 2014
• Court: High Court (Singapore)

Lee Kien Meng

Plaintiff

and

Cintamani Frank

Defendant

[2015] SGHC 109

Chan Seng Onn J

District Court Appeal No 48 of 2014

High Court

Contract—Formation—Party intended solicitors to be involved in handover of control of certain Facebook Pages—Whether binding contract formed

Personal Property—Ownership—Party seeking declaration that he was owner of certain Facebook Pages—Whether party had proprietary interest in these Facebook Pages

The appellant, Lee Kien Meng (‘Lee’), had considerable expertise in the field of digital social media. He was the sole shareholder and director of Senatus Pte Ltd (‘Senatus’). Senatus was in the business of digital social media.

The respondent, Cintamani Frank (‘Cintamani’), was an Indonesian businessman. He was the chairman and founder of Men's Fashion Week (‘MFW’) and Women's Fashion Week (‘WFW’) in Singapore. These were fashion events that were organised in 2011 and 2012. These two events were owned and organised by Cintamani through one of his companies, Fide Multimedia Pte Ltd (‘Fide’).

In 2010, Senatus was engaged by Fide to promote MFW and WFW online through social media. Senatus was the ‘Official Online Media Partner’ and was to drive social media awareness and visibility for the events to be held in 2011. At the same time, Lee was appointed the ‘Sponsorship Director’ of MFW 2011 and the ‘Festival Director’ of WFW 2011. There was no agreement for remuneration involved. Instead, there was a mutuality of interests in the arrangement. Both parties would get increased publicity and visibility by working together.

Lee set up ‘Facebook Pages’, ‘Twitter’ accounts and even acquired the domain names for MFW 2011 and WFW 2011. Lee was the first administrator of the Facebook Pages. As the first administrator, Lee appointed Cintamani as another administrator. Subsequently, a few other staff members of Fide were appointed as administrators of the Facebook Pages. As a result of a falling out between Lee and Cintamani, the latter removed all the administrators of the Facebook Pages, including Lee on 28 March 2012.

On 4 April 2012, Lee sent an e-mail to Cintamani requesting for the restoration of his status as an administrator of the Facebook Pages. Cintamani replied via e-mail offering to hand over the Facebook pages to Lee so that the parties could part amicably. After some further correspondence, Lee requested for a specific date for the handing over of the Facebook Pages. Cintamani then replied that he wanted the matter to go through his lawyers. Lee claimed that it was not necessary for lawyers to handle the matter but Cintamani was adamant that he wanted his lawyers to be involved. On 13 April 2012, Lee's solicitors wrote to Cintamani's solicitors requesting a draft agreement in respect of the handing over of the Facebook Pages. No such draft agreement was exchanged.

Lee then commenced legal proceedings claiming the following reliefs: (a) a declaration that he was the owner/sole administrator of the MFW and WFW Facebook Pages; (b) a declaration that Cintamani was to reinstate the Facebook pages and relinquish all rights and control to Lee; and (c) damages of $250,000.

The district judge (‘the DJ’) dismissed Lee's claim in its entirety.

Held, dismissing the appeal:

(1) Lee's case was based on a proprietary claim to the Facebook Pages as whole. In this regard, Lee married the Facebook Pages with the content uploaded by a user on the Facebook Page. This was patently incorrect. The Facebook Pages were the medium (albeit an intangible and online medium) through which the content was expressed. There was a clear distinction between the ownership of the copyright in the work and ownership of the tangible medium in which the work was expressed. In the present case, there was no submission by any party that because the medium here was intangible, a different principle should apply: at [20] and [21] .

(2) A user had to first signify his agreement to the ‘Facebook Page Terms’ (‘Facebook Terms’) and the Facebook's ‘Statement of Rights and Responsibility’ (‘the Statement’) before he created a Facebook Page. It was apparent from the Facebook Terms and the Statement that the Facebook Pages itself were not owned by the user. As Facebook Inc was not a party to the proceedings, it was not necessary to find that it owned the Facebook Pages. It was sufficient to state that the DJ did not err in holding that Lee did not own the Facebook Pages: at [28] and [31] .

(3) It was clear from the exchange between the parties from 4 April 2012 through to 7 April 2012 that, objectively, they had not intended to be contractually bound until a written agreement was entered into: at [37] .

(4) The problem with Lee's claim for loss suffered for the amount of time managing the Facebook Pages was that it was not his case that he would be remunerated for managing the Facebook Pages. There was no contract under which he would be remunerated for his time spent managing the Facebook Pages. The arrangement between Lee and Cintamani was based on a mutuality of interests. Lee and Senatus would benefit from the publicity received by their involvement in the MFW and WFW events: at [41] .

[Observation: The entire question of whether the Facebook Pages was capable of constituting property or whether the rights over it could be described as proprietary was an exceedingly vexed one. However, as all parties proceeded on the assumption that it was capable of ownership, the court proceeded on that assumption. However, the court did not express a view either way. At the end of the day, the decision did not hinge on this: at [27] .

It was the case that whoever owned the content prior to uploading it onto the Facebook Pages remained the owner once it was uploaded. However, since Lee's case was not that he owned the content of the Facebook Pages, but that he owned the Facebook Pages itself, it was not necessary to deal with this particular issue. However, there seemed to be an issue as to who the proper plaintiff was. There was evidence before the lower court that Senatus had commissioned the taking of many photographs and videos at the MFW and WFW events. If this was the case, it would be that Senatus owned this content. Senatus was not a party to the proceedings. Although Senatus was wholly owned by Lee, at law they were distinct. But this was not material given that Lee's case did not rest on ownership of the content on the Facebook Pages: at [33] .]

Asia Pacific Publishing Pte Ltd v Pioneers & Leaders (Publishers) Pte Ltd [2011] 4 SLR 381 (refd)

Class One Enterprises Pte Ltd v Motherland Movies (S) Pte Ltd [1999] 1 SLR (R) 424; [2000] 3 SLR 229 (refd)

National Provincial Bank Ltd v Ainsworth [1965] AC 1175 (refd)

Toh Eng Lan v Foong Fook Yue [1998] 3 SLR (R) 833; [1999] 1 SLR 453 (refd)

Yearworth v North Bristol NHS Trust [2010] QB 1 (refd)

Copyright Act (Cap 63, 2006 Rev Ed) s 7 A

Beh Eng Siew and Suja Michelle Sasidharan (Lee Bon Leong & Co) for the appellant

Derek Kang Yu Hsien and Wong Wai Han (Rodyk & Davidson LLP) for therespondent

Leo Zhen Wei Lionel (Wong Partnership LLP) as amicus curiae.

Chan Seng Onn J

Introduction

1 This was an appeal brought by Lee Kien Meng (‘the Appellant’) against the decision of the district judge (‘the DJ’) who dismissed the Appellant's claim in its entirety. After hearing submissions from the parties, I dismissed the appeal. I now give the reasons for my decision.

The facts

2 The Appellant had considerable expertise in the field of digital social media. He was the sole shareholder and director of Senatus Pte Ltd (‘Senatus’). Senatus, a private company incorporated in Singapore, was in the business of digital social media. Senatus was engaged in, inter alia, web-hosting services, software applications development and online advertising. Senatus also operated an online magazine.

3 Cintamani Frank (‘the Respondent’) was an Indonesian businessman. He was the chairman and founder of Men's Fashion Week(‘MFW’) and Women's Fashion Week (‘WFW’) in Singapore. These were fashion events that were organised in 2011 and 2012. These events, which had corresponding fashion events held in major fashion capitals of the world, were premier events on the fashion calendar in Singapore. These twoevents were owned and organised by the Respondent through one of his companies, Fide Multimedia Pte Ltd (‘Fide’).

4 In 2010, Senatus was engaged by Fide to promote MFW and WFW online through social media. Senatus was the ‘Official Online Media Partner’ and was to drive social media awareness and visibility for the events to be held in 2011. At the same time, the Appellant was appointed the ‘Sponsorship Director’ of MFW 2011 and the ‘Festival Director’ of WFW 2011.

5 Crucially, there was no agreement for remuneration involved. The DJ observed that there was a mutuality of interests in the arrangement above. Both parties would get increased publicity and visibility by working together. The DJ also astutely pointed out that these were precious commodities in the fashion and social media circles.

6 The Appellant set up ‘Facebook Pages’, ‘Twitter’ accounts and even acquired the domain names for MFW 2011 and WFW 2011. The Appellant was the first administrator of the Facebook Pages. As the first administrator, the Appellant appointed the Respondent as another administrator. Subsequently, a few other staff members of Fide were appointed as administrators of the Facebook Pages.

7 In...