Att Systems (S’Pore) Pte Ltd and another v Centricore (S) Pte. Ltd. and others

ATT Systems (S'pore) Pte Ltd and its subsidiary ATT Infosoft Pte Ltd supply visitor management, electronic queue management and payment kiosk systems. Six employees of ATT Infosoft left in 2019: Mr Faruk, its Deputy Chief Technology Officer and a director, Mr Toh, its Business Development Director, Mr Kyaw HW and Mr Danesh, who headed parts of its operations, and two software engineers, Mr Kyaw K and Mr Aung. Mr Faruk and Mr Toh planned from as early as March 2019 to leave and start a business, signing a tenancy for office space on 3 May 2019. Mr Faruk resigned on 29 July 2019 and was appointed a director of IdGates Pte Ltd on 9 September 2019. While serving notice, Mr Kyaw HW and Mr Danesh became directors and sole shareholders of Centricore (S) Pte Ltd, incorporated on 19 August 2019, a competitor of ATT Infosoft. The two engineers joined IdGates and were seconded to Centricore. Forensic analysis found the plaintiffs' information in Mr Faruk's personal Dropbox folder and on external storage devices kept by some of the former employees.

In Suit No 447 of 2021 the plaintiffs sued all six and both companies for breach of confidence, breach of employment contracts, breach of fiduciary duties, inducement of breach of contract and unlawful means conspiracy. Three former employees counterclaimed for wrongful dismissal. The trial was bifurcated, with damages to be assessed later.

1. Whether the defendants breached the equitable obligation of confidence, by access, possession or use of the plaintiffs' confidential information.
2. Whether the former employees breached the non-competition, loyalty, ISO and confidentiality obligations in their contracts.
3. Whether Mr Faruk and Mr Toh breached fiduciary duties, and whether Mr Faruk induced the others' breaches.
4. Whether the defendants were liable for conspiracy by unlawful means.

Applying I-Admin (Singapore) Pte Ltd v Hong Ying Ting and others [2020] 1 SLR 1130, the plaintiffs had pleaded both wrongful gain and wrongful loss. The documents were confidential by their nature and internal markings, and it was unnecessary to prove each one was not public. Duties were owed to both plaintiffs. Continued possession after leaving was unauthorised and the defendants could not prove deletion, so their consciences were not shown to be unaffected. Mr Faruk also used the information, building Centricore documents on the plaintiffs' files and copying material into maintenance proposals prepared for IdGates, which was attributed to IdGates. Use by the others, including in Centricore's tender bid, was not proven.

The non-competition clause covered any similar or competing business, with its listed competitors only illustrative. The loyalty clause caught preparatory acts that could realistically cause a conflict of interest. The ISO clause covered the information security procedures in force from time to time, and no waiver was shown.

No fiduciary breach was shown: Mr Faruk's acts before resigning his directorship were not shown to be fiduciary breaches, and no basis was given for duties on Mr Toh. The timing of the resignations, the defendants' links to Centricore and IdGates, and Mr Faruk's help with work passes supported inferences that he induced the breaches and that the defendants combined. Alleged deliberate software bugs and malicious deletion were not proven.

The High Court allowed the plaintiffs' claims in part, finding they had made out most but not all of their claims. Breach of confidence was found against Mr Faruk, Mr Toh, Mr Kyaw HW, Mr Danesh, Centricore and IdGates; breaches of contract were found against the individual defendants; Mr Faruk was liable for inducing the others' breaches; and conspiracy was found as to the non-competition and loyalty breaches and, between Mr Faruk and IdGates, as to confidential information. The fiduciary duty claims failed, and the counterclaims were dismissed. Damages were left to the next phase.