THE BODY FIRM PTE LTD v SIOW SOON SIN & Anor

Facts

The Body Firm Pte Ltd (TBF) runs a beauty treatment centre. Ms Siow Soon Sin (Sarah) worked for it from March 2022 under a letter of appointment whose Clause 4 required her, when her employment ended, to return all documents and materials belonging to TBF or its clients and not to keep any copies, including electronic or soft copies. She had access to TBF's customer and leads database, which she migrated from Excel to Google Sheets using her personal email account, and was part of a WhatsApp group with TBF's two directors used for work instructions. She became a director of Luminashape Pte Ltd in December 2023 while still employed, resigned on 6 January 2024, left in early February 2024, and then provided similar services at Luminashape.

In March 2024 TBF found that the Google Sheets database was still held in Sarah's account; she deleted it. Sarah also kept a text copy, without attachments, of the WhatsApp group chat. TBF said she had also kept the Excel database and customer WhatsApp chats missing from its phone, and that former customers had moved to Luminashape. In District Court Originating Claim No 904 of 2024, TBF sued Sarah for breach of contract and of her equitable duty of confidence, and Luminashape for vicarious liability and unlawful means conspiracy. The defendants denied the claims.

Issues

1. Whether Sarah breached the Return of Documents Clause by keeping copies of TBF's materials
2. Whether Sarah breached her equitable duty of confidence
3. Whether Luminashape was vicariously liable or liable for conspiracy by unlawful means
4. Whether injunctions, a deletion order or damages should be granted

Holding

The District Court allowed TBF's claim against Sarah in part. It ordered her to pay nominal damages of $1,500 for keeping the Google Sheets database and $1,500 for keeping the group chat log, and to delete all copies of the chat log and give TBF evidence of deletion within 14 days. It declined to award equitable damages or grant injunctions, and dismissed the claim against Luminashape. Costs submissions were directed.

Reasoning

On the contract, the court accepted that Sarah's continued access to the Google Sheets database was accidental, but an inadvertent breach is still a breach. Distinguishing everyday talk of owning an online account from legal property, it held that the group chat belonged to TBF within the clause because TBF exercised dominion and control over it, so keeping the transcript was a breach. TBF did not prove that Sarah kept the Excel database or the customer chats: she said she downloaded no attachments, there was no forensic evidence, and she had plausibly explained the missing messages.

On confidence, the database and chat were confidential, but no use of either was proved. Sarah had some customers' contacts through friendships formed during treatments and from saving numbers while still employed, and the absence of a non-solicitation clause left TBF without recourse for that. Under the I-Admin approach her conscience was presumed affected; she rebutted this for the database, which she kept by accident, but not for the chat log, which she downloaded whole without good reason.

Luminashape met the test for vicarious liability, since Sarah was its director when she downloaded the log, but owed nothing because no damages were awarded for that breach. Conspiracy failed for want of proof of any agreement.

On remedies, injunctions were unnecessary as misuse was remote. No loss was shown to be caused by the breaches. Equitable damages of $88,000 based on lead-generation costs failed because there was no use, the transcript was not shown to contain those leads, and the spending was unproven.

From the judgment