Writers Studio Pte Ltd v Chin Kwok Yung

• Jurisdiction: Singapore
• Judge: Lee Seiu Kin J
• Judgment Date: 25 August 2022
• Docket Number: Suit No 1017 of 2020
• Court: High Court (Singapore)

Writers Studio Pte Ltd

and

Chin Kwok Yung

[2022] SGHC 205

Lee Seiu Kin J

Suit No 1017 of 2020

General Division of the High Court

Confidence — Breach of confidence — Equity — Plaintiff having to specifically plead whether it was wrongful loss or wrongful gain interest that was at stake

Contract — Implied contracts — Principles governing finding that there was implied contract

Evidence — Admissibility of evidence — Hearsay — Plaintiff seeking to rely on recorded statements of former students — Whether recordings of statements were inadmissible as they only showed that these statements were made but did not speak to truth of these statements

Tort — Negligence — Breach of duty — Whether there was breach of duty of care in circumstances where tortfeasor's conduct was result of plaintiff's actions

Tort — Negligence — Whether there was duty of care owed by tuition teacher who was engaged as independent contractor by tuition agency

Held, dismissing the plaintiff's claim:

(1) That the contract was not put into writing did not automatically militate against the existence of an express contract. Implied contracts and implied contractual duties and terms were distinct concepts. The former was concerned with making out the existence of a contractual relationship; the latter was concerned with making out the terms of an existing contract: at [54].

(2) Contracts could be implied from a course of conduct; dealings between the parties; from their correspondence or from all other circumstances. However, all the requirements for the formation of a contract, viz, offer and acceptance, consideration, intention to create legal relations, and certainty of terms had to be satisfied before the court would imply the existence of a contract. Such an implied contract could also take the form of a collateral contract. However, an implied contract would only be found in very limited circumstances, based on necessity and having regard to the intentions of the parties. The precise facts and circumstances of each case would therefore be important. It was not necessary to consider whether there was an implied contract in the present case. It was clear that there was an oral contract in existence because Mr Chin had been teaching in Writers Studio and the latter had been paying him for the work: at [55] and [57].

(3) While the determination of an employee-employer relationship was informed by the totality of the factual matrix of the case, one reasonable starting point was to consider the contractual relationship between the worker and the entity which engaged that worker. Here, Mr Chin was engaged as an independent contractor under an employment for service. Whether parties used the word “salary” instead of “remuneration” was not indicative of an employee-employer relationship. Similarly, the terms in the Agreement, as well as the correspondence between parties at the time Mr Chin's contract was confirmed, indicated that there was a contract for service and not a contract of service: at [66] to [69].

(4) Having found that there was no employer-employee relationship in the present case, a term for a duty of obedience and duty of fidelity and good faith could only be implied in fact. Here, Writers Studio's claim failed for want of pleading – they had not even specified, in their pleadings, which contract such alleged terms were to be implied in fact. In any event, such a term could not be implied in fact. The alleged implied terms were not entirely clear and thus would not pass the officious bystander test. And even if such terms were implied in fact, there was no breach of the same: at [78] to [82] and [115].

(5) The Spandeck framework was not a magic spell, the mere invocation of which, without more, would automatically compel the court to find that a duty of care was owed. That much was clear from the Court of Appeal's decision in Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency[2007] 4 SLR(R) 100 (“Spandeck”) itself. The Court of Appeal (“CA”) in Spandeck had arrived at its decision in the following manner: in Pacific Associates Inc v Baxter[1990] 1 QB 993, the court there made a finding that there was no legal proximity based on certain material facts. The same material facts were also present in Spandeck, and so this justified a finding that there was no legal proximity and thus no prima facie duty of care owed: at [87] and [90].

(6) The facts of the present case bore a closer resemblance to that in the CA decision of Go Dante Yap v Bank Austria Creditanstalt AG[2011] 4 SLR 559, and thus, could be sufficiently analogised to the present case. In contracts under which a skilled or professional person agreed to render certain services to his client in return for a specified or reasonable fee, there was at common law an implied term in law that he would exercise reasonable skill and care in rendering those services. This implied contractual duty to exercise skill and care therefore meant that there was an assumption of responsibility by the tortfeasor to take care to avoid or prevent injury, loss or damage to the claimant. In the present case, there was an assumption of responsibility by Mr Chin. There was an implied term in the contract that Mr Chin would exercise reasonable skill and care in rendering services to Writers Studio notwithstanding the fact that he had been engaged by Writers Studio qua independent contractor. Where a tutor was hired by a tuition centre to teach young children, there had to be an implied term of reasonable skill and care in the contract between the tutor and the tuition centre regardless of the nature of the tutor's engagement: at [91] to [95].

(7) Even if there was no implied contractual term at law to exercise reasonable skill and care on the part of Mr Chin, it was clear that he had voluntarily assumed responsibility in the relevant sense by accepting the appointment from Writers Studio to teach its students. Writers Studio had placed reliance on Mr Chin's expertise by placing their students under his tutelage and letting him run his classes as he saw fit. There was therefore sufficient legal proximity to found a prima facie duty of care: at [97] to [99].

(8) At the second stage of the Spandeck framework, the court considered whether any policy considerations which were applicable to the factual matrix negated that prima facie duty of care, and had to be careful to differentiate such considerations from the requirement of proximity in the first stage of the Spandeck framework. What this meant was that while the law of tort dealt with interpersonal wrongs, in certain situations, policy reasons could militate against the imposition of a duty of care, and that these interpersonal wrongs be dealt with by other means. In the present case, while there was a contractual relationship between Writers Studio and Mr Chin, this did not negate the imposition of the prima facie duty of care. This was because parties in the present case had not clearly sought to define the boundaries of their contractual relationship. The contract between Writers Studio and Mr Chin was silent as to what was expected of Mr Chin when it came to the delivery of his lessons and his conduct as a tutor. There were also policy reasons leaning in favour of imposing a duty of care. It was important that tutors engaged to teach young children were not only held accountable to the students whom they taught, but also the tuition agencies which had hired them to conduct the classes: at [99] to [103].

(9) While Mr Chin did owe a duty of care to Writers Studio, he did not breach the duty of care which he owed. As to allegations of Mr Chin's inappropriate behaviour towards his students, Writers Studio sought to prove this by relying on what Mr Chin's former students were recorded to have said. Such evidence was hearsay, and thus inadmissible. And even if such evidence were admissible, no weight should be accorded to it. As to Mr Chin's conduct on 16 September 2020, he had not acted below the objective standard of a reasonable person using ordinary care and skill. Given that Writers Studio had pushed Mr Chin over the edge by virtue of their own conduct in failing to pay him, it did not lie in their mouth to claim that Mr Chin had breached his duty of care: at [105] to [114].

(10) The breach of an NDA and the breach of an equitable obligation of confidentiality were distinct causes of action. The former was rooted in contract whereas the latter was an equitable obligation. It was important that parties, in their written submissions, distinguish between these two causes of action: at [124].

(11) An obligation of confidence could arise by way of a contractual relationship, where the contract contained express or implied terms which prohibited the defendant from using or disclosing the confidential information. It was this obligation of confidence which was the raison d'etre of the law of confidence – the defendant had to honour, or be made to honour, this obligation of confidence: at [125].

(12) A survey of recent CA decisions showed that there were at least two broad approaches to the law of confidence in Singapore. The modified approach as described in I-Admin (Singapore) Pte Ltd v Hong Ying Ting[2020] 1 SLR 1130 (“I-Admin”) would apply to cases where the defendant had acquired the plaintiff's confidential information without their knowledge. In such cases, it was the “wrongful loss” interest which was at stake, and the legal burden was shifted to the defendant who had to prove that their conscience was unaffected. The traditional approach in Coco v AN Clark (Engineers) Ltd[1969] RPC 41 would, however, continue to apply in cases where the “wrongful gain” interest was at stake: at [132] and [133].

(13) It was not open to Writers Studio to rely on the “modified approach” in I-Admin and assert that Mr Chin bore the legal burden of proof in showing that his confidence was unaffected....