Adinop Co Ltd v Rovithai Ltd: Breach of Confidentiality Agreement & Obligations
Adinop Co Ltd, the Plaintiff, sued Rovithai Limited and DSM Singapore Industrial Pte Ltd, the Defendants, in the High Court of Singapore, alleging breach of confidence. The claim arose from the Defendants' alleged misuse of confidential customer information after the termination of a long-standing distributorship agreement. The Plaintiff contended that the Defendants improperly used the information to contact Thai customers. The court, presided over by Justice George Wei, dismissed the Plaintiff's action, finding that the Defendants' use of the customer information to notify customers of the change in distributorship was not unauthorized.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's action dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Adinop sues Rovithai for breach of confidence regarding customer information after termination of a distributorship. The court dismissed Adinop's action.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Adinop Co Ltd | Plaintiff | Corporation | Action Dismissed | Lost | Lin Weiqi Wendy, Liu Zhao Xiang, Mehaerun Simaa |
| Rovithai Limited | Defendant | Corporation | Judgment for Defendant | Won | Ramesh Kumar s/o Ramasamy, Tseng Zhi Cheng, Sean Douglas |
| DSM Singapore Industrial Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Ramesh Kumar s/o Ramasamy, Tseng Zhi Cheng, Sean Douglas |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| George Wei | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lin Weiqi Wendy | WongPartnership LLP |
| Liu Zhao Xiang | WongPartnership LLP |
| Mehaerun Simaa | WongPartnership LLP |
| Ramesh Kumar s/o Ramasamy | Allen & Gledhill LLP |
| Tseng Zhi Cheng, Sean Douglas | Allen & Gledhill LLP |
4. Facts
- Plaintiff was the distributor of ingredient products manufactured by the 1st Defendant for over 20 years.
- The parties exchanged a substantial amount of information regarding customers who purchased the Defendants’ ingredient products through the Plaintiff.
- The 1st Defendant terminated the distributorship arrangement in 2014.
- The 1st Defendant issued a notice to key customers informing them of the change in distributorship.
- Plaintiff contends the post-termination conduct of the Defendants amounted to a misuse of confidential information.
- The Plaintiff provided the Key Customers List to the 1st Defendant on 9 May 2014.
- The Confidentiality Agreement was signed on 22 October 2013.
5. Formal Citations
- Adinop Co Ltd v Rovithai Ltd and another, Suit No 1267 of 2015, [2018] SGHC 129
6. Timeline
| Date | Event |
|---|---|
| Confidentiality Agreement entered into force | |
| Confidentiality Agreement signed | |
| Plaintiff sent the list of 'win projects' and ongoing projects for the first quarter of 2014 to the 1st Defendant | |
| Key Customers List sent to the 1st Defendant | |
| 1st Defendant notified Plaintiff of intention to terminate distribution arrangement | |
| 1st Defendant issued Notice to Plaintiff's customers | |
| 1st Defendant appointed a new local distributor for DSM products | |
| Letter from the 1st Defendant to the Plaintiff confirming that the Plaintiff is the appointed distributor for DSM Nutritional Products in Thailand | |
| Court allowed the proposed amendments to the statement of claim | |
| Trial began | |
| Judgment reserved |
7. Legal Issues
- Breach of Confidence
- Outcome: The court found that while the Key Customers List constituted confidential information, the Defendants did not make unauthorized use of it.
- Category: Substantive
- Related Cases:
- [1948] 65 RPC 203
- [1969] RPC 41
- Obligation of Confidentiality
- Outcome: The court determined that the use of customer names to notify them of a change in distributorship was not a breach of the obligation of confidentiality.
- Category: Substantive
8. Remedies Sought
- Damages for breach of confidence
- Injunctive relief
9. Cause of Actions
- Breach of Confidence
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Food and Beverage
- Pharmaceutical
- Cosmetics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Saltman Engineering Co v Campbell Engineering Co | N/A | Yes | [1948] 65 RPC 203 | N/A | Cited for the basic principles of the law on confidence. |
| Coco v AN Clark (Engineers) Ltd | N/A | Yes | [1969] RPC 41 | N/A | Cited for the three basic elements to be satisfied in a breach of confidence claim. |
| PH Hydraulics & Engineering Pte Ltd v Intrepid Offshore Construction Pte Ltd and another | N/A | Yes | [2012] 4 SLR 36 | Singapore | Cited as a Singapore case that followed and applied the principles in Saltman Engineering Co v Campbell Engineering Co and Coco v AN Clark (Engineers) Ltd. |
| Invenpro (M) Sdn Bd v JCS Automation Pte Ltd and another | N/A | Yes | [2014] 2 SLR 1045 | Singapore | Cited for the basic principles of the law on confidence and equitable obligation of confidentiality. |
| Sports Direct International Plc v Rangers International Football Club Plc | N/A | Yes | [2016] EWHC 85 (Ch) | N/A | Cited for the principle that labeling matters as confidential does not necessarily make it so. |
| Duncan Edward Vercoe and others v Rutland Fund Management Ltd and others | N/A | Yes | [2010] EWHC 424 (Ch) | N/A | Cited for the principle that the court will not ordinarily impose additional or more extensive equitable obligations where the parties have specified the information to be treated as confidential and the duration and nature of the duties imposed. |
| Personal Management Solutions Ltd and another v Brakes Bros Ltd and others | English High Court | Yes | [2014] EWHC 3495 (QB) | England and Wales | Cited as an example of a case where a customer list was found to be confidential commercial intelligence. |
| Personal Management Solutions Ltd and another vs Brakes Bros Ltd and others | High Court | Yes | [2017] EWHC 383 (QB) | England and Wales | Cited for reiterating that what was confidential about the information contained in the list was the combination of names of the first defendant’s policyholder employees together with the premiums they paid. |
| R v Department of Health Ex Parte Source Informatics | Court of Appeal | Yes | [2001] QB 424 | England and Wales | Cited for the view that a touchstone of liability and misuse is whether the defendant’s conscience should be troubled. |
| Personnel Hygiene Services Ltd and another v Rentokil Initial UK Ltd (t/a Initial Medical Services) and another | English Court of Appeal | Yes | [2014] EWCA Civ 29 | England and Wales | Cited as a contrasting case where customer information was used to contact customers and make untrue and misleading statements about the claimant. |
| Robb v Green | English High Court | Yes | [1895] 2 QB 1 | England and Wales | Cited as an example of a case where the names of the employer’s customers was confidential information. |
| DC Payments Pty Ltd v Next Payments Pty Ltd | N/A | Yes | [2016] VSC 315 | Australia | Cited as an example of a case where the respective plaintiffs’ confidential customer information was sent to the defendants, who were each competitors of the respective plaintiffs and made use of the customer information for a business advantage. |
| Tang Siew Choy v Certact Pte Ltd | N/A | Yes | [1993] 1 SLR(R) 835 | Singapore | Cited as a Singapore case in which customer lists or customer information were found to be confidential on the facts. |
| Citrus World Inc v Neotrade Marketing Pte Ltd | N/A | Yes | [2000] SGHC 283 | Singapore | Cited for the observation that whether or not the plaintiffs had been fair is not relevant to the plaintiffs’ right to appoint a new distributor. |
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
- Confidentiality Agreement
- Distributorship arrangement
- Key Customers List
- Customer Information
- DSM ingredients
- Thai FB&N customers
- Termination notice
- Bespoke premixes
15.2 Keywords
- breach of confidence
- confidential information
- customer list
- distributorship
- termination
- contract
- equity
16. Subjects
- Breach of Confidence
- Contract Law
- Distribution Agreements
17. Areas of Law
- Contract Law
- Equity
- Confidentiality
- Distribution Law