Vandashima v Tiong Sing Lean: Breach of Employment Contract & Fiduciary Duty
In Vandashima (Singapore) Pte Ltd and Another v Tiong Sing Lean and Another, the Singapore High Court heard a claim by Vandashima (Singapore) Pte Ltd and PT Vandashima Indonesia against Tiong Sing Lean for breach of an employment contract and breach of fiduciary duties. The court awarded interlocutory judgment in favor of the first plaintiff, Vandashima (Singapore) Pte Ltd, against the first defendant, Tiong Sing Lean, with costs, directed damages to be assessed by the Registrar, granted an injunction restraining the first defendant from working in Indonesia until 25 August 2006, and dismissed the first defendant’s counterclaim with costs.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Interlocutory judgment in favor of the first plaintiff against the first defendant with costs. The first defendant's counterclaim against the first plaintiff was dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving Vandashima's claim against Tiong Sing Lean for breach of contract and fiduciary duties. The court ruled in favor of Vandashima.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Vandashima (Singapore) Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| PT Vandashima Indonesia | Plaintiff | Corporation | Neutral | Neutral | |
| Tiong Sing Lean | Defendant | Individual | Counterclaim Dismissed | Lost | |
| Kristoforus Hermawan | Defendant | Individual | Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
4. Facts
- Tiong Sing Lean was employed by Vandashima (Singapore) Pte Ltd as an assistant general manager.
- The employment contract contained clauses pertaining to confidential information and non-competition.
- Tiong Sing Lean resigned from Vandashima on 25 August 2004.
- After resigning, Tiong Sing Lean started a company in Indonesia in competition with Vandashima.
- Tiong Sing Lean used confidential information from Vandashima to solicit business for his new company.
- Tiong Sing Lean diverted business opportunities from Vandashima to himself and others.
- The first defendant conducted his own businesses and carried out share-trading transactions during the first plaintiff’s office hours.
5. Formal Citations
- Vandashima (Singapore) Pte Ltd and Another v Tiong Sing Lean and Another, Suit 471/2005, [2006] SGHC 132
6. Timeline
| Date | Event |
|---|---|
| Vandashima (Singapore) Pte Ltd incorporated | |
| Tiong Sing Lean employed by Vandashima (Singapore) Pte Ltd | |
| Tiong Sing Lean tendered his resignation | |
| Dennis Lee Sing Ling engaged as computer consultant | |
| Tiong Sing Lean's last day of service with Vandashima (Singapore) Pte Ltd | |
| Kristoforus Hermawan resigned from PT Vandashima Indonesia | |
| Action discontinued against the second defendant | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the first defendant breached the express and implied terms of the employment contract, including clauses pertaining to confidential information and non-competition.
- Category: Substantive
- Sub-Issues:
- Breach of confidentiality clause
- Breach of non-competition clause
- Breach of Fiduciary Duty
- Outcome: The court found that the first defendant breached his fiduciary duties to the first plaintiff by diverting business opportunities and misusing confidential information.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Misuse of confidential information
- Validity of Restrictive Covenants
- Outcome: The court upheld the validity of the restrictive covenant, limiting the injunction to Indonesia and a duration of two years from the defendant's resignation.
- Category: Substantive
- Sub-Issues:
- Reasonableness of scope
- Reasonableness of duration
- Geographical limits
- Wrongful Termination
- Outcome: The court found that the first defendant was not wrongfully terminated, as the first plaintiff had the right to waive the remainder of his notice period and could have dismissed him summarily for his dishonest conduct.
- Category: Substantive
8. Remedies Sought
- Damages
- Account of Profits
- Injunction
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
10. Practice Areas
- Commercial Litigation
- Employment Law
- Contract Disputes
11. Industries
- Distribution
- Electronics
- Manufacturing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Advantest Corporate Office (Singapore) Pte Ltd v SL Link Co Ltd | High Court | Yes | [2005] SGHC 75 | Singapore | Cited for the principle that a non-competition clause restricts business that competes with the plaintiff and that a breach of confidentiality causes irreparable damage. |
| Heller Factoring (Singapore) Ltd v Ng Tong Yang | High Court | Yes | [1998] 3 SLR 299 | Singapore | Cited regarding the validity of a restraint of trade clause and the factors to consider, including reasonableness, protection of business interests, access to clients and confidential information, and proprietary interest. |
| Faccenda Chicken Ltd v Fowler | Court of Appeal | Yes | [1987] 1 Ch 117 | United Kingdom | Cited for the principle that an employee can be restrained from disclosing or using trade secrets or highly confidential information after leaving employment. |
| Tang Siew Choy v Certact Pte Ltd | Court of Appeal | Yes | [1993] 3 SLR 44 | Singapore | Cited for the principle that an employee can be restrained from disclosing or using trade secrets or highly confidential information after leaving employment. |
| Bristol and West Building Society v Mothew | Court of Appeal | Yes | [1998] 1 Ch 1 | United Kingdom | Cited for the definition of a fiduciary and their duties, including acting in good faith, avoiding conflicts of interest, and not profiting from their position without consent. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Confidential Information
- Non-Competition Clause
- Fiduciary Duty
- Restraint of Trade
- Customer List
- Business Opportunity
- Silicones
- Solder Paste
- Aquarium Sealant
- PT Makmur
- Indidux
- Diversion of Business
15.2 Keywords
- employment contract
- fiduciary duty
- restraint of trade
- confidential information
- non-competition
- injunction
- silicones
- singapore
- high court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Employment Law | 85 |
| Breach of Contract | 75 |
| Contract Law | 75 |
| Fiduciary Duties | 70 |
| Breach of Confidence | 65 |
| Restraint of Trade | 60 |
| Injunctions | 60 |
| Duty to Account | 50 |
16. Subjects
- Employment Contract
- Fiduciary Duty
- Restraint of Trade
- Confidentiality
- Competition Law