IFS v Old Mutual: Breach of Confidence & Conspiracy Claims Dismissed
International Financial Services (S) Pte Ltd and Thomas Fewtrell sued Old Mutual International Isle of Man Ltd Singapore Branch and AAM Advisory Pte Ltd in the High Court of Singapore, alleging breach of confidence and conspiracy related to the disclosure of loan information. The plaintiffs claimed the defendants disclosed confidential information about a loan agreement and guarantee. The court, presided over by Valerie Thean J, allowed the defendants' appeal, striking out the plaintiffs' claim, finding that the information disclosed was not confidential and the pleadings were insufficient.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Plaintiffs' claims of breach of confidence and conspiracy against defendants for disclosing loan information were dismissed due to lack of confidentiality.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| International Financial Services (S) Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Dismissed | Siraj Omar, Premalatha Silwaraju, Nicolas Tang Tze Hao, Chloe Chong Wei Shan |
| Thomas Fewtrell | Plaintiff | Individual | Claim Dismissed | Dismissed | Siraj Omar, Premalatha Silwaraju, Nicolas Tang Tze Hao, Chloe Chong Wei Shan |
| Old Mutual International Isle of Man Ltd Singapore Branch (formerly known as Royal Skandia Life Assurance Limited (Singapore Branch)) | Defendant | Corporation | Judgment for Defendant | Won | Moiz Haider Sithawalla, Derek Low Eng Ho |
| AAM Advisory Pte Ltd (formerly known as PKF-AAM Fund Advisory Pte Ltd) | Defendant | Corporation | Judgment for Defendant | Won | Moiz Haider Sithawalla, Derek Low Eng Ho |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Siraj Omar | Farallon Law Corporation |
| Premalatha Silwaraju | Farallon Law Corporation |
| Nicolas Tang Tze Hao | Farallon Law Corporation |
| Chloe Chong Wei Shan | Farallon Law Corporation |
| Moiz Haider Sithawalla | Tan Rajah & Cheah |
| Derek Low Eng Ho | Tan Rajah & Cheah |
4. Facts
- OMI loaned S$1,800,000 to Mr. Fewtrell to fund IFS' business needs.
- The loan was secured by guarantees from IFS and Ms. Kidd.
- OMI demanded payment of outstanding sums due under the loan and guarantees.
- IFS' solicitors contended confidential information relating to the loan had been disclosed.
- AAM employees communicated information about the loan and default to IFS employees.
- Plaintiffs claimed the disclosure caused employees concern about IFS' viability.
- Mr. Fewtrell and Mr. Ivinson entered into agreements to award phantom shares to employees.
5. Formal Citations
- International Financial Services (S) Pte Ltd and another v Old Mutual International Isle of Man Ltd Singapore Branch and another, Suit No 85 of 2017(Registrar’s Appeal No 338 of 2017), [2018] SGHC 127
6. Timeline
| Date | Event |
|---|---|
| Guarantee from Ms. Kidd dated | |
| Guarantee from IFS dated | |
| OMI entered into Loan Agreement with Mr. Fewtrell | |
| AAM employees communicated information to IFS employees | |
| AAM employees communicated information to IFS employees | |
| OMI's International Sales Director Mr Marcel Bradshaw sent an email | |
| OMI's solicitors demanded payment from Mr. Fewtrell, IFS, and Ms. Kidd | |
| IFS' solicitors contended confidential information had been disclosed | |
| OMI's solicitors responded to IFS' solicitors denying allegations | |
| Plaintiffs commenced suit | |
| OMI commenced action in English courts | |
| Defendants applied to strike out the Statement of Claim | |
| Assistant Registrar dismissed the defendant’s application | |
| Plaintiffs filed an application to amend their Statement of Claim | |
| Court answered questions in the negative | |
| Judgment issued |
7. Legal Issues
- Breach of Confidence
- Outcome: The court held that the information disclosed was not confidential and therefore there was no breach of confidence.
- Category: Substantive
- Related Cases:
- [1969] RPC 41
- Conspiracy by Unlawful Means
- Outcome: The court held that the claim for conspiracy by unlawful means was not sustainable as the unlawful act (breach of confidence) was not established.
- Category: Substantive
- Related Cases:
- [2014] 1 SLR 860
- Implied Term of Confidentiality
- Outcome: The court held that a term of confidentiality could not be implied in the loan agreement or guarantee.
- Category: Substantive
- Related Cases:
- [2013] 4 SLR 193
8. Remedies Sought
- Damages
- Injunction
9. Cause of Actions
- Breach of Confidence
- Conspiracy by Unlawful Means
10. Practice Areas
- Commercial Litigation
11. Industries
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Coco v A N Clark (Engineers) Limited | Not Available | Yes | [1969] RPC 41 | England and Wales | Cited for the elements of equitable breach of confidence. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the principles for implication of terms in fact. |
| Low Tuck Kwong v Sukamto Sia | High Court | Yes | [2010] SGHC 159 | Singapore | Cited for the high threshold for striking out a claim. |
| Chee Siok Chin v Minister for Home Affairs | Not Available | Yes | [2006] 1 SLR(R) 582 | Singapore | Cited for the high threshold for striking out a claim. |
| CAA Technologies Pte Ltd v Newcon Builders Pte Ltd | High Court | Yes | [2016] SGHC 246 | Singapore | Cited for the principles of implying a term in law. |
| Chua Choon Cheng and others v Allgreen Properties Ltd and another appeal | Not Available | Yes | [2009] 3 SLR(R) 724 | Singapore | Cited for the principles of implying a term in law. |
| Tournier v National Provincial and Union Bank of England | English Court of Appeal | Yes | [1924] 1 KB 461 | England and Wales | Discussed in relation to the implied duty of confidentiality between a banker and customer. |
| Bodnar v Townsend | Supreme Court of Tasmania | Yes | [2003] TASSC 148 | Australia | Extended the duty in Tournier to credit unions. |
| AAY and others v AAZ | Not Available | Yes | [2011] 1 SLR 1093 | Singapore | Cited for the principle that confidentiality will only be enforced to the extent that it is reasonable to do so. |
| Graney Development Corp v Taksen | Supreme Court of Monroe County | Yes | 400 NYS2d 717 | United States | Distinguished between bank-customer relationships regarding deposits and loans. |
| Norkin v Hoey | Appellate Division of the New York Supreme Court | Yes | 586 NYS2d 926 | United States | Agreed with Graney that expectations of confidentiality are lacking in debtor-creditor loan relationships. |
| Boccardo v Citibank NA | Supreme Court, New York County, New York | Yes | 579 NYS2d 836 | United States | Supports the principle that there is no reasonable expectation of confidentiality in debtor-creditor loan relationships. |
| Hopewell Enterprises Inc v Trustmark National Bank | Supreme Court of Mississippi | Yes | 680 So2d 812 | United States | Supports the principle that there is no reasonable expectation of confidentiality in debtor-creditor loan relationships. |
| Schoneweis v Dando | Supreme Court of Nebraska | Yes | 435 NW2d 666 | United States | Supports the principle that there is no reasonable expectation of confidentiality in debtor-creditor loan relationships. |
| Winterton Constructions Pty Ltd v Hambros Australia Ltd | Federal Court of Australia | Yes | (1992) 111 ALR 649 | Australia | Discussed in relation to the expectation of confidentiality concerning a borrower's financial affairs. |
| Irish Bank Resolution Corporation Ltd v Camden Market Holdings Corp & Ors | English Court of Appeal | Yes | [2017] EWCA Civ 7 | England and Wales | Cited for the principle that an express power cannot be circumscribed by an implied qualification. |
| Reda v Flag Ltd | Privy Council | Yes | [2002] UKPC 38 | United Kingdom | Cited for the principle that an express power cannot be circumscribed by an implied qualification. |
| X Pte Ltd v CDE | Not Available | Yes | [1992] 2 SLR(R) 575 | Singapore | Cited for the elements necessary for implying a duty in equity. |
| Chandra Winata Lie v Citibank NA | Not Available | Yes | [2015] 1 SLR 875 | Singapore | Cited for the principle that a plaintiff has the burden of pleading, particularising and proving every essential element of each cause of action. |
| Toyota Tsusho (Malaysia) Sdn Bhd v United Overseas Bank Ltd & another | High Court | Yes | [2016] SGHC 74 | Singapore | Cited for the principle that pre-action discovery is for the plaintiff who is unable to plead a case. |
| Nomura International PLC v Granada Group Limited | Not Available | Yes | [2007] EWHC 642 | England and Wales | Cited for the principle that a claimant has no business to issue a Claim Form in the hope that something may turn up. |
| EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another | Court of Appeal | Yes | [2014] 1 SLR 860 | Singapore | Cited for the elements of the tort of conspiracy by unlawful means. |
13. Applicable Rules
| Rule Name |
|---|
| O 18 r 19 of the Rules of Court (Cap 332, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Banking Act (Cap 19, 2008 Rev Ed) | Singapore |
| Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Breach of Confidence
- Conspiracy
- Loan Agreement
- Guarantee
- Confidential Information
- Implied Term
- Unlawful Means
- Phantom Shares
15.2 Keywords
- breach of confidence
- conspiracy
- loan agreement
- guarantee
- singapore
- high court
16. Subjects
- Breach of Confidence
- Contract Law
- Civil Procedure
17. Areas of Law
- Tort
- Breach of Confidence
- Civil Procedure
- Pleadings
- Contract Law