Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic: Fiduciary Duty & Patient Diversion
In Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd, the Court of Appeal of Singapore heard cross-appeals arising from a dispute between two doctors who co-owned aesthetic clinics. The central issue was whether a settlement agreement permitted the active diversion of patients from one clinic (CLAM) to a competing clinic (GPK Clinic) set up by one of the doctors, Dr. Goh. The Court of Appeal allowed CLAM's appeal in part, finding that active diversion was not permitted under the agreement and constituted a breach of fiduciary duties. The court dismissed the defendants' appeal against the costs orders.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Doctors co-owned clinics; dispute arose. Court held active patient diversion breached fiduciary duties, despite a clause allowing competing clinics.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Centre for Laser and Aesthetic Medicine Pte Ltd | Appellant, Respondent | Corporation | Appeal allowed in part | Partial | |
| GPK Clinic (Orchard) Pte Ltd | Respondent, Appellant | Corporation | Appeal dismissed | Lost | |
| Goh Pui Kiat | Respondent, Appellant | Individual | Appeal dismissed | Lost | |
| Wong Hwee Leng | Respondent, Appellant | Individual | Appeal dismissed in part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Tay Yong Kwang | Judge of Appeal | No |
| Steven Chong | Judge of Appeal | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Thio Shen Yi | TSMP Law Corporation |
| Pereira George Barnabas | Pereira & Tan LLC |
4. Facts
- Dr. Goh PK and Dr. Kelvin Goh co-owned and operated two aesthetic clinics.
- A settlement agreement was concluded between the doctors to resolve a prior dispute.
- The agreement allowed the doctors to set up competing clinics.
- Dr. Goh PK set up GPK Clinic near CLAM's clinic.
- Dr. Goh PK copied CLAM's patient database without permission.
- Dr. Goh PK actively diverted patients from CLAM to GPK Clinic.
- Mdm Wong knew that Dr. Goh PK was diverting patients from CLAM.
5. Formal Citations
- Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd and others and another appeal, , [2017] SGCA 68
6. Timeline
| Date | Event |
|---|---|
| Suit filed by Dr. Goh Pui Kiat against Dr. Kelvin Goh | |
| Settlement Agreement concluded | |
| GPK Clinic commenced operations | |
| Suit commenced by CLAM against Dr. Goh PK, Mdm Wong and GPKPL | |
| Deadline for sale of MPC and CLAM under the Agreement | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Dr. Goh PK and Mdm Wong breached their fiduciary duties to CLAM by actively diverting patients and failing to act in CLAM's best interests.
- Category: Substantive
- Sub-Issues:
- Failure to act in the best interests of the company
- Failure to disclose information of concern to the company
- Contractual Interpretation
- Outcome: The court interpreted the settlement agreement to determine whether it permitted active diversion of patients, ultimately concluding that it did not.
- Category: Substantive
- Sub-Issues:
- Interpretation of conflicting clauses
- Reconciling clauses in an agreement
- Breach of Confidence
- Outcome: The court found Dr. Goh PK and GPKPL liable for breach of confidence for the unauthorized copying of CLAM's database.
- Category: Substantive
- Conspiracy to Injure
- Outcome: The court found Dr. Goh PK and GPKPL liable for conspiracy to injure CLAM through the breach of confidence.
- Category: Substantive
- Sub-Issues:
- Unlawful means conspiracy
8. Remedies Sought
- Monetary Damages
- Injunction
9. Cause of Actions
- Breach of Fiduciary Duty
- Breach of Confidence
- Conspiracy to Injure
10. Practice Areas
- Commercial Litigation
11. Industries
- Healthcare
- Aesthetic Medicine
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd (formerly known as Soup Restaurant (Causeway Point) Pte Ltd) | Court of Appeal | Yes | [2015] 5 SLR 1187 | Singapore | Cited for the principle that the text of a contract should be the first port of call for interpretation. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR (R) 1029 | Singapore | Cited for the application of usual canons and techniques of contractual interpretation. |
| Phoenix Media Ltd v Cobweb Information Limited | High Court | Yes | Phoenix Media Ltd v Cobweb Information Limited (High Court (England and Wales), 16 May 2000 (unreported)) | England and Wales | Cited for the interpretation of the phrase 'for the avoidance of doubt'. |
| City of York Council v Trinity One (Leeds) Ltd | High Court | Yes | [2017] EWHC 318 (Ch) | England and Wales | Cited for the interpretation of the phrase 'for the avoidance of doubt'. |
| Shailesh Gondhia & Others v Esso Petroleum Company Limited | Court of Appeal | Yes | [2001] EWCA Civ 1070 | England and Wales | Cited for the interpretation of the phrase 'for the avoidance of doubt'. |
| Hewlett-Packard Singapore (Sales) Pte Ltd v Chin Shu Hwa Corrina | Court of Appeal | Yes | [2016] 2 SLR 1083 | Singapore | Cited for the caution in using events subsequent to the formation of a contract to interpret the contract. |
| Ngee Ann Development Pte Ltd v Takashimaya Singapore Ltd | Court of Appeal | Yes | [2017] 2 SLR 627 | Singapore | Cited for the use of subsequent conduct in contractual interpretation. |
| Pacific Autocom Enterprise Pte Ltd v Chia Wah Siang | High Court | Yes | [2004] 3 SLR(R) 73 | Singapore | Cited for the principle that the court takes an objective view based on the language used and is not guided by the subjective understanding of either party. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the principle that subjective intentions are only admissible where there was ambiguity in the contract. |
| OCBC Capital Investment Asia Ltd v Wong Hua Choon | Court of Appeal | Yes | [2012] 4 SLR 1206 | Singapore | Cited for the caution against reliance on oral testimonies under cross-examination to aid in the interpretation of the terms of a written contract. |
| Vestergaard Frandsen A/S and others v Bestnet Europe Ltd and others | N/A | Yes | [2013] 1 WLR 1556 | N/A | Cited regarding liability for breach of confidentiality. |
| ABB Holdings Pte Ltd v Sher Hock Guan Charles | N/A | Yes | [2009] 4 SLR(R) 111 | N/A | Cited regarding breach of fiduciary duty. |
| DB Trustees (Hong Kong) Ltd v Consult Asia Pte Ltd and another appeal | N/A | Yes | [2010] 3 SLR 542 | N/A | Cited regarding the court’s discretion on costs extends to the award of costs in favour of non-parties. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Medical Registration Act (Cap 174, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Diversion of patients
- Fiduciary duties
- Settlement agreement
- Competing clinics
- Confidential information
- Active diversion
- Passive diversion
15.2 Keywords
- fiduciary duty
- patient diversion
- contract interpretation
- aesthetic medicine
- settlement agreement
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Fiduciary Duties | 85 |
| Contract Law | 80 |
| Civil Practice | 75 |
| Breach of Confidence | 75 |
| Torts | 70 |
| Conspiracy by Unlawful Means | 65 |
| Costs | 60 |
| Trust Law | 50 |
16. Subjects
- Contract Law
- Fiduciary Duty
- Commercial Dispute
- Tort Law