Jardine Lloyd Thompson v Howden: Conspiracy, Breach of Contract, Fiduciary Duty in Employee Defection
Jardine Lloyd Thompson Pte Ltd sued Howden Insurance Brokers (S) Pte Ltd and others in the High Court of Singapore, alleging conspiracy to injure, breach of contract, and breach of fiduciary duty following the resignation of 17 employees. Choo Han Teck J dismissed the application for 'springboard' injunctions but granted interim injunctions to prevent the disclosure of confidential information and the solicitation of employees. The court found that while there were serious issues to be tried, the extreme measure of a 'springboard' injunction was not warranted in the absence of express restrictive covenants and clear evidence of misuse of confidential information.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's application succeeds in part; interim injunction granted to prevent disclosure of confidential information and solicitation of employees, but application for 'springboard' injunctions dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Jardine Lloyd Thompson sues Howden Insurance over employee resignations, alleging conspiracy, breach of contract, and fiduciary duty. The court granted limited injunctions.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Jardine Lloyd Thompson Pte Ltd | Plaintiff | Corporation | Application Granted in Part | Partial | |
| Howden Insurance Brokers (S) Pte Ltd | Defendant | Corporation | Application Dismissed in Part | Partial | |
| Employee Defendants | Defendant | Individual | Application Dismissed in Part, Injunction Granted in Part | Partial | |
| Employment Agency | Defendant | Corporation | Application Dismissed in Part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
4. Facts
- 17 employees of Jardine Lloyd Thompson Pte Ltd resigned in April and May 2015.
- Four of the resigned employees are named as defendants.
- The resigned employees allegedly joined Howden Insurance Brokers (S) Pte Ltd, a competitor of the plaintiff.
- The plaintiff alleges a calculated and coordinated conspiracy by all six defendants.
- The plaintiff claims the Employee Defendants breached fiduciary and contractual duties.
- The plaintiff claims the Employee Defendants misused confidential information.
- The plaintiff seeks interim injunctions to neutralize unfair advantage and restore competitive positions.
5. Formal Citations
- Jardine Lloyd Thompson Pte Ltd v Howden Insurance Brokers (S) Pte Ltd and others, Suit No 595 of 2015 (Summons No 2937 of 2015), [2015] SGHC 202
6. Timeline
| Date | Event |
|---|---|
| Second defendant commenced discussions with Gerard Pennefather. | |
| First wave of employee resignations. | |
| First wave of employee resignations. | |
| Second wave of employee resignations. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: Court found that there was a serious question to be tried on whether the Employee Defendants have breached their contractual obligations to not solicit other employees from the plaintiff to leave the plaintiff and to not disclose confidential information belonging to the plaintiff.
- Category: Substantive
- Sub-Issues:
- Non-solicitation
- Breach of duty of good faith
- Breach of duty to devote working time only to the plaintiff’s affairs
- Breach of duty of keeping the plaintiff’s proprietary information confidential
- Breach of Fiduciary Duty
- Outcome: Court considered whether the fiduciary duty required the Employee Defendants to inform the plaintiff of any impending mass defections and whether they breached this duty.
- Category: Substantive
- Sub-Issues:
- Duty to warn of impending employee departures
- Tort of Conspiracy to Injure
- Outcome: Court considered whether the mass defections were the result of a calculated and coordinated conspiracy.
- Category: Substantive
- Interim Injunction
- Outcome: Court granted interim injunctions to prevent the disclosure of confidential information and the solicitation of employees, but dismissed the application for 'springboard' injunctions.
- Category: Procedural
8. Remedies Sought
- Injunctive Relief
- Damages
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Tort of Conspiracy to Injure
10. Practice Areas
- Commercial Litigation
- Employment Litigation
11. Industries
- Insurance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| British Midland Tool Ltd v Midland International Tooling Ltd | N/A | Yes | [2003] 2 BCLC 523 | N/A | Cited by the plaintiff to support the argument that the Employee Defendants owe a fiduciary duty to the plaintiff. |
| UBS Wealth Management (UK) Ltd v Vestra Wealth LLP | High Court | Yes | [2008] IRLR 965 | England and Wales | Cited by the plaintiff to support the argument that the Employee Defendants owe a fiduciary duty to the plaintiff to act in the interests of the plaintiff and a duty to warn of an impending raid on employees; court extended the scope of 'springboard' relief beyond the realm of confidential information. |
| American Cyanamid Co v Ethicon Ltd | N/A | Yes | [1975] AC 396 | N/A | Cited for the principles governing the grant of interim injunctions. |
| Willis Ltd and another v Jardine Lloyd Thompson Group Plc and others | English Court of Appeal | Yes | [2015] EWCA Civ 450 | England and Wales | Cited to illustrate the context in which employees leave one company and join another. |
| Terrapin Ltd v Builders Supply Co (Hayes) Ltd | N/A | Yes | [1960] RPC 128 | N/A | Cited as the origin of the 'springboard' injunction, which prevents the use of confidential information for unfair competitive advantage. |
| Roger Bullivant Ltd v Ellis | N/A | Yes | [1987] ICR 464 | N/A | Cited for granting 'springboard' relief in employment cases to prevent unfair advantage from misuse of confidential information. |
| Balston Ltd v Headline Filters Ltd | N/A | Yes | [1987] FSR 330 | N/A | Cited for cautioning against extending 'springboard' relief beyond cases involving misuse of confidential information. |
| CEF Holdings Ltd and another v Mundey and others | N/A | Yes | [2012] IRLR 912 | N/A | Cited as an English case that followed the expansion of 'springboard' relief. |
| QBE Management Services (UK) Ltd v Dymoke and others | N/A | Yes | [2012] IRLR 458 | N/A | Cited as an English case that followed the expansion of 'springboard' relief. |
| ICAP Australia Pty Ltd v BGC Partners (Australia) Pty Ltd & Others | Australian Federal Court | Yes | [2005] FCA 130 | Australia | Cited for declining to extend the 'springboard' principle beyond instances of misuse of confidential information. |
| ICAP (Hong Kong) Ltd v BGC Securities (Hong Kong) LLC & ORS | Hong Kong High Court | Yes | [2005] 3 HKC 137 | Hong Kong | Cited for declining to extend the 'springboard' principle beyond instances of misuse of confidential information. |
| GD Searle & Co Ltd v Celltech Ltd | N/A | Yes | [1982] FSR 92 | N/A | Cited for the principle that the law favors employees' efforts to advance themselves, provided they do not steal or use the secrets of their former employer. |
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
- Springboard Injunction
- Fiduciary Duty
- Confidential Information
- Non-Solicitation
- Mass Defection
- Interim Injunction
- Conspiracy to Injure
- Employment Contract
- Unfair Competitive Advantage
15.2 Keywords
- employee resignations
- conspiracy
- breach of contract
- fiduciary duty
- injunction
- insurance broker
- employment law
17. Areas of Law
16. Subjects
- Employment Dispute
- Insurance Broking
- Competition Law