Asiawerks v Ismail: Employees' Duties & Use of Employer's Information

Asiawerks Global Investment Group Pte Ltd sued its former employees, Ismail bin Syed Ahmad and William Esplin Stewart, in the High Court of Singapore, alleging breach of their employment contracts. Asiawerks claimed the employees failed to serve the company with good faith and fidelity and conducted themselves dishonestly by attempting to divert a cocoa business opportunity. Tay Yong Kwang J dismissed the plaintiff's claim, finding that while the defendants attempted to divert the business, Asiawerks suffered no loss because the cocoa scheme never took off and UMI was not going to deal with anyone else in the cocoa business.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff’s claim against the defendants dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Former employees were sued for breach of contract for allegedly diverting a business opportunity. The court dismissed the claim as no profits were made and no loss was occasioned.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Asiawerks Global Investment Group Pte LtdPlaintiffCorporationClaim DismissedDismissed
Ismail bin Syed AhmadDefendantIndividualClaim DismissedDismissed
William Esplin StewartDefendantIndividualClaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudgeYes

4. Counsels

Counsel NameOrganization
Navinder SinghNavin and Co
Mohan Das NaiduMohan Das Naidu and Partners
Palakrishnan SCPalakrishnan and Partners
MP KanisanPalakrishnan and Partners

4. Facts

  1. Asiawerks claimed its former employees breached their employment contracts.
  2. The first defendant was employed as a project manager, and the second as an associate in sales and marketing.
  3. Asiawerks alleged the employees failed to serve the company with good faith and fidelity.
  4. The employees were accused of collaborating on their own cocoa venture while employed by Asiawerks.
  5. The employees formed a company called Capricorn International Pte Ltd.
  6. The court found the employees attempted to divert a cocoa business opportunity from Asiawerks.
  7. The court found that the defendants’ cocoa scheme never took off and they made no profits whatsoever from their attempt to divert the business away from the plaintiff to themselves.

5. Formal Citations

  1. Asiawerks Global Investment Group Pte Ltd v Ismail bin Syed Ahmad and Another, Suit 873/2002, [2003] SGHC 269

6. Timeline

DateEvent
Asiawerks Global Investment Group Pte Ltd established.
Feasibility studies for the pine project completed.
Ismail bin Syed Ahmad employed as project manager.
William Esplin Stewart employed as an associate in sales and marketing.
UMI's cocoa proposal was ready.
Ismail bin Syed Ahmad and William Esplin Stewart collaborated on their own cocoa venture.
Ismail bin Syed Ahmad resigned.
William Esplin Stewart dismissed.
UMI informed Asiawerks that cocoa proposals were given to Ismail bin Syed Ahmad.
Asiawerks commenced action against Ismail bin Syed Ahmad.
Nasser lodged a police report concerning the alleged tampering with the plaintiff’s computers.
Judgment issued.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that while the defendants attempted to divert a business opportunity, the plaintiff suffered no loss, and therefore the claim failed.
    • Category: Substantive
    • Sub-Issues:
      • Failure to serve company with good faith and fidelity
      • Conducting themselves dishonestly
  2. Employees' Duties
    • Outcome: The court found that employees should not be engaged in other business or employment during their working hours without the approval of their employers and should not be diverting business opportunities that they got wind of only because of their employment status.
    • Category: Substantive
    • Sub-Issues:
      • Employees' use of information gathered in course of employment
      • Employees engaging in other business during working hours
      • Employees obliged to make good losses resulting from inability to meet employer's targets

8. Remedies Sought

  1. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Commodities Trading
  • Investment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
EbbwVale Steel, Iron & Coal Co. v TewEnglish Court of AppealYesEbbwVale Steel, Iron & Coal Co. v Tew (1935) 79 Sol J 593England and WalesCited regarding the principle that an employer should be placed in as good a situation as if the contract had been performed.
Schilling v Kidd Garrett LtdNew Zealand Court of AppealYesSchilling v Kidd Garrett Ltd [1977] NZLR 243New ZealandCited regarding the loss or impairment of an opportunity to obtain or retain some profitable connection as a head of damages for breach of contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Employment contract
  • Breach of contract
  • Employees' duties
  • Confidential information
  • Fiduciary duty
  • Cocoa project
  • Pine project
  • Diversion of business opportunity
  • Capricorn International Pte Ltd

15.2 Keywords

  • employment law
  • breach of contract
  • fiduciary duty
  • employee duties
  • cocoa
  • pine
  • singapore

17. Areas of Law

Area NameRelevance Score
Employment Law95
Fiduciary Duties70
Contract Law60
Commercial Disputes50

16. Subjects

  • Employment Law
  • Contract Law
  • Fiduciary Duty