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

ATT Systems (S'pore) Pte Ltd and its subsidiary ATT Infosoft Pte Ltd provide queue management, visitor management and payment systems. In 2019 six ATT Infosoft employees left in quick succession, led by its Deputy Chief Technology Officer, Mr Faruk. While still employed, two of them incorporated Centricore (S) Pte Ltd on 19 August 2019, and Mr Faruk and the business development director, Mr Toh, became shareholders and directors of IdGates Pte Ltd. Two software engineers joined IdGates and were immediately seconded to Centricore. Forensic analysis found the companies' confidential information stored in Mr Faruk's personal Dropbox folder and on external devices, and mass deletions on company computers. Mr Faruk had prepared four maintenance proposals under IdGates' name while still employed, and Centricore later narrowly undercut ATT Infosoft in a public tender.

In Suit No 447 of 2021, in a bifurcated trial, the High Court judge found the appellants liable on most claims: breach of confidence (wrongful loss and wrongful gain), breach of the non-compete and loyalty clauses, Mr Faruk's inducement of those breaches, and unlawful means conspiracy. He also found three heads of loss, namely increased labour and software costs and liquidated damages on a project, and dismissed three ex-employees' counterclaims for wrongful dismissal. Centricore, IdGates and the six ex-employees appealed in Civil Appeal No 80 of 2024.

1. Whether a wrongful loss claim for breach of confidence was pleaded and whether the appellants proved their conscience was unaffected
2. Whether the non-compete and loyalty clauses extended beyond the competitors listed in Annex A
3. Whether Mr Faruk induced the breaches and whether the three heads of loss were caused by them
4. Whether the elements of unlawful means conspiracy were made out

On breach of confidence, a statement of claim need only plead material facts. Here it pleaded the confidential quality of the information and its imparting in confidence, which suffices for a wrongful loss claim, and the appellants claimed no prejudice. The court read the judge's decision as avoiding double recovery against Mr Faruk but urged clearer pleading under Priscilla Lim. The delay in suing was explained by the COVID-19 pandemic. A finding of insufficient evidence of use for a wrongful gain claim is not a finding of non-use. Even proven non-use would not necessarily show an unaffected conscience where the information was taken without consent and in breach of contract. The claimed deletions were bare assertions.

The non-compete clause was read disjunctively: it covered any business "of a similar nature" as well as listed competitors, which captured new ventures like Centricore and IdGates that Annex A could never list. A restraint of trade argument raised for the first time on appeal was refused because it would require evidence. The loyalty clause did not mention Annex A and covered preparatory steps.

The judge was entitled to infer from the coordinated resignations, work pass help and secondments that Mr Faruk induced the breaches. However, the labour, software and liquidated damages losses flowed from the employees lawfully giving notice, not from breaches that occurred only when they joined competitors, so but-for causation failed.

There was a single conspiracy. The mass resignations were evidence of combination rather than the unlawful acts, which were the breaches of confidence and contract. Intention to injure was inherent in using those breaches to divert business. Loss for the conspiracy claim was left to the assessment of damages by agreement.

The Appellate Division allowed the appeal in part, only in respect of the judge's finding that the three heads of loss were caused by the breaches of contract Mr Faruk induced, and otherwise dismissed the appeal. The parties were to file costs submissions if they could not agree.