FirstCom Academy Pte Ltd v Oom Academy Pte Ltd & 3 Ors

Facts

FirstCom Academy Pte Ltd (FCA) sells courses under the Workforce Skills Qualification scheme run by SkillsFuture Singapore. Mr Ian Chew and Ms Leong Jing Wen Wendy were members of its sales staff. In late 2023 they began a romantic relationship and did not disclose it promptly, and FCA terminated Ms Leong's employment on 6 November 2023 and Mr Chew's on 7 November 2023. Both then joined OOm Pte Ltd, a digital marketing company that had become a registered training provider in 2023 and also sold such courses. Their letters of appointment with FCA barred them, for six months after leaving, from competing with FCA in Singapore and Manila or inducing FCA staff to leave, with liquidated damages for breach, and imposed duties of confidentiality.

In HC/OC 183/2024 FCA sued Mr Chew, Ms Leong and OOm for breach of the restraint and non-solicitation clauses, breach of confidence, copyright infringement, inducing breach of contract and lawful means conspiracy. It no longer pursued its claim against the first defendant, a dormant company.

Issues

1. Whether the restraint of trade clause was enforceable and whether the non-solicitation clause was breached
2. Whether the former employees or OOm breached obligations of confidence over documents downloaded from FCA's drive
3. Whether OOm infringed FCA's copyright in its brochures, website, social media posts, feedback forms and certificates
4. Whether OOm induced breaches of contract and whether the defendants conspired to injure FCA

Holding

The High Court dismissed the claim in its entirety. Directions were given for written submissions on costs if the parties could not agree.

Reasoning

Applying Man Financial, the court held that the restraint of trade clause was unenforceable because FCA had no legitimate proprietary interest to protect. Its claimed interest in a stable, trained workforce failed: the training, as described by FCA's own witnesses, covered product information and general consumer sales techniques, not extensive specialised training, and FCA's range of courses showed it was not in a small, highly specialised industry as in PH Hydraulics. The non-solicitation claim failed because nothing showed that the two had induced another employee to leave, and that employee did not testify. The liquidated damages clause therefore did not need to be considered.

Many downloaded documents, such as those on commissions, incentives and sales records, and internal training material, fell within the confidentiality clause. But the clause guards against use or disclosure, and FCA's general manager conceded there was no direct evidence of either. OOm's focus on short in-person courses, bundled series and roadshows could be learnt by watching FCA's public activity, and no wrongful gain or loss was shown.

The copyright claim was aimed at ideas, such as the flow of a marketing message, rather than expression. Visual comparison showed no copying of the brochures, posts, website or certificates, and using QR-coded forms to collect feedback is not protected. Copyright rewards a particular form of expression, not strategic commercial thinking.

OOm could not be liable for inducing breach of an unenforceable restraint, and WhatsApp messages showed that Mr Chew and Ms Leong approached OOm after their dismissals. There was no evidence that OOm induced the other former employees to leave. Since none of the acts alleged as the object of the conspiracy were proved, the conspiracy claim failed too.

From the judgment