Adinop Co Ltd v Rovithai Ltd: Breach of Confidence & Confidentiality Agreement in Distributor Termination
Adinop Co Ltd, a Thai company, sued Rovithai Limited and DSM Singapore Industrial Pte Ltd in the Court of Appeal of Singapore, alleging misuse of confidential customer information following the termination of their distributorship agreement. Adinop claimed breach of a Confidentiality Agreement and equitable obligations of confidentiality. The court, led by Belinda Ang Saw Ean J, allowed the appeal in part, finding that Rovithai breached both the Confidentiality Agreement and its equitable duty of confidence by using Adinop's customer lists to notify customers of the change in distributorship, but dismissed the claim against DSM Singapore.
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
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Thai distributor Adinop sued Rovithai and DSM Singapore for misusing confidential customer information after termination of their agreement. The court allowed the appeal in part, finding a breach of contract and equitable duty.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Adinop Co, Ltd | Appellant | Corporation | Appeal allowed in part | Partial | |
| Rovithai Limited | Respondent | Corporation | Appeal partially successful | Lost | |
| DSM Singapore Industrial Pte Ltd | Respondent | Corporation | Appeal dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Judge of Appeal | No |
| Belinda Ang Saw Ean | Judge | Yes |
| Quentin Loh | Judge | No |
4. Counsels
4. Facts
- Adinop was Rovithai's distributor in Thailand for standard DSM products from the 1990s until mid-2014.
- Adinop provided Rovithai with a Key Customers List and an Ongoing Projects List containing customer information.
- Rovithai terminated the distributorship agreement with Adinop on 10 June 2014.
- Rovithai sent a notice to Adinop's customers on 1 July 2014, informing them of the change in distributor.
- The Confidentiality Agreement between Adinop and Rovithai was in effect from 1 June 2013 to 30 June 2014.
- Five of Adinop's customers cancelled orders after receiving the notice from Rovithai.
5. Formal Citations
- Adinop Co Ltd v Rovithai Ltd and another, Civil Appeal No 108 of 2018, [2019] SGCA 67
6. Timeline
| Date | Event |
|---|---|
| Business relationship between Adinop and Rovithai began | |
| Distributorship arrangement formalized in writing | |
| Confidentiality Agreement commenced | |
| Confidentiality Agreement signed | |
| Ongoing Projects List provided to Rovithai | |
| Key Customers List provided to Rovithai | |
| Rovithai issued notice of termination to Adinop | |
| Confidentiality Agreement expired | |
| Notification sent to Adinop’s customers | |
| Civil Appeal No 108 of 2018 filed | |
| Judgment reserved | |
| Judgment delivered |
7. Legal Issues
- Breach of Confidentiality Agreement
- Outcome: The court found that Rovithai breached the Confidentiality Agreement by using Adinop's customer information to notify customers of the change in distributorship.
- Category: Substantive
- Sub-Issues:
- Misuse of confidential information
- Unauthorised use of confidential information
- Breach of Equitable Duty of Confidence
- Outcome: The court found that Rovithai breached its equitable duty of confidence by using Adinop's customer information to notify customers of the change in distributorship.
- Category: Substantive
- Sub-Issues:
- Unauthorised use of confidential information
- Detriment to disclosing party
8. Remedies Sought
- Monetary Damages
- Assessment of Damages
9. Cause of Actions
- Breach of Contract
- Breach of Confidence
10. Practice Areas
- Commercial Litigation
- Contract Disputes
11. Industries
- Food and Beverage
- Nutrition
- Pharmaceuticals
- Cosmetics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Adinop Co Ltd v Rovithai Limited and DSM Singapore Industrial Pte Ltd | High Court | Yes | [2018] SGHC 129 | Singapore | The High Court's decision that was appealed in this case. |
| Coco v A N Clark (Engineering) Ltd | N/A | Yes | [1968] FSR 415 | N/A | Cited for the legal position to establish a breach of confidentiality in the absence of a contractual relationship. |
| PH Hydraulics & Engineering Pte Ltd v Intrepid Offshore Constructions Pte Ltd | N/A | Yes | [2012] 4 SLR 36 | Singapore | Followed Coco v Clark to establish a breach of confidentiality in the absence of a contractual relationship. |
| Duncan Edward Vercoe and others v Rutland Fund Management Ltd and others | N/A | Yes | [2010] EWHC (Ch) | N/A | Cited to show that where there is a stipulated contractual duty of confidence, the court will not, ordinarily, impose additional or more extensive obligation of confidentiality in equity. |
| CP Partners (UK) LLP v Barclays Bank Plc and another | N/A | Yes | [2014] EWHC 3049 | N/A | Cited to show that there are occasions when equity may step in to impose a duty of confidence, where, for instance, “the contract does not necessarily assuage conscience, and equity may yet give force to conscience” |
| Invenpro(M) Sdn Bhd v JCS Automation Pte Ltd and another | High Court | Yes | [2014] 2 SLR 1045 | Singapore | Cited for the objective test for determining whether good faith and conscience supports the imposition of a duty of confidence. |
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
- Distributorship Arrangement
- Key Customers List
- Ongoing Projects List
- Proprietary Information
- Termination Notice
- Customer Information
15.2 Keywords
- breach of confidence
- confidentiality agreement
- distributorship
- customer list
- termination
- Adinop
- Rovithai
- DSM Singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Confidence | 90 |
| Chancery and Equity | 75 |
| Contract Law | 75 |
| Commercial Disputes | 40 |
| Remedies | 30 |
| Estoppel | 20 |
| Agency Law | 10 |
16. Subjects
- Contract Law
- Confidentiality
- Distributorship
- Commercial Law