Tuitiongenius Pte Ltd v Toh Yew Keat: Breach of Contract, Fiduciary Duty, Passing Off

Tuitiongenius Pte Ltd (TGPL) sued its former managing director, Toh Yew Keat, and Economics at Tuitiongenius Pte Ltd (ETGPL) in the High Court of Singapore on 2019-11-05 for breach of contract, breach of fiduciary duties, and passing off. The defendants counterclaimed against TGPL, Keng Yew Huat, and Keng Jun Hao for conspiracy, passing off, and copyright infringement. The court found Toh Yew Keat in breach of contract for attempting to hire an executive of TGPL, but dismissed the other claims and counterclaims.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff in part; Counterclaims dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Tuitiongenius sued its ex-director, Toh Yew Keat, for breach of contract, fiduciary duties, and passing off. The court dismissed most claims but found a breach of contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tuitiongenius Pte LtdPlaintiff, Defendant in CounterclaimCorporationClaim allowed in part, Counterclaim DismissedPartial, DismissedAdrian Tan Gim Hai, Ong Pei Ching, Michelle Chew Wai Yin, Yeoh Jean Ann
Toh Yew KeatDefendant, Plaintiff in CounterclaimIndividualClaim dismissed in part, Counterclaim DismissedLost, DismissedNg Lip Chih, Beatrice Chiang Sing Hui, Goh Hui Hua
Economics at Tuitiongenius Pte LtdDefendant, Plaintiff in CounterclaimCorporationClaim Dismissed, Counterclaim DismissedLost, DismissedNg Lip Chih, Beatrice Chiang Sing Hui, Goh Hui Hua
Keng Jun HaoDefendant in CounterclaimIndividualCounterclaim DismissedDismissed
Keng Yew HuatDefendant in CounterclaimIndividualCounterclaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudgeYes

4. Counsels

Counsel NameOrganization
Adrian Tan Gim HaiTSMP Law Corporation
Ong Pei ChingTSMP Law Corporation
Michelle Chew Wai YinTSMP Law Corporation
Yeoh Jean AnnTSMP Law Corporation
Ng Lip ChihNLC Law Asia LLC
Beatrice Chiang Sing HuiNLC Law Asia LLC
Goh Hui HuaNLC Law Asia LLC

4. Facts

  1. Eugene and Keng incorporated TGPL in April 2009, each holding half the shares.
  2. Eugene signed an Employment Agreement with TGPL in August 2009 to serve as Managing Director.
  3. Eugene registered ETG as a sole proprietorship in November 2010.
  4. Eugene resigned as a director of TGPL in October 2015 and transferred his shares to Keng.
  5. Keng transferred his shares in TGPL to Jun Hao in November 2015.
  6. TGPL claimed Eugene breached the Employment Agreement and fiduciary duties.
  7. Eugene claimed oral agreements modified the Employment Agreement.

5. Formal Citations

  1. Tuitiongenius Pte Ltd v Toh Yew Keat and another, Suit No 453 of 2016, [2019] SGHC 264

6. Timeline

DateEvent
Tuitiongenius Pte Ltd incorporated
Employment Agreement signed between Eugene and TGPL
TGPL commenced business operations at Clementi Centre
Economics at Tuitiongenius registered as sole proprietorship
TGPL opened a second branch at Bedok
Thinktank Learning Centre Pte Ltd incorporated
Tuition centre at Choa Chu Kang opened under the name ThinkTank
Economics at Tuitiongenius Pte Ltd incorporated
Bedok Centre closed
Eugene resigned as director of TGPL and transferred shareholding to Keng
Keng transferred shareholding in TGPL to Jun Hao, Jun Hao appointed director
Phone conversation between Eugene and Keng
Phone conversation between Eugene and Keng
Trial began
Trial concluded
Judgment reserved and delivered

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found a breach of contract for attempting to hire an executive of TGPL.
    • Category: Substantive
    • Sub-Issues:
      • Violation of non-compete clause
      • Failure to devote full time to employment
      • Solicitation of employees
  2. Breach of Fiduciary Duty
    • Outcome: The court found no breach of fiduciary duty due to an agreement between the directors.
    • Category: Substantive
    • Sub-Issues:
      • Conflict of interest
      • Diversion of business opportunities
      • Improper use of position
  3. Passing Off
    • Outcome: The court found no passing off because the plaintiff did not have goodwill in the mark.
    • Category: Substantive
    • Sub-Issues:
      • Goodwill
      • Misrepresentation
      • Damage
  4. Lawful Means Conspiracy
    • Outcome: The court found no conspiracy because the predominant intention was not to cause financial harm.
    • Category: Substantive
    • Sub-Issues:
      • Agreement to cause damage
      • Predominant purpose of injury
      • Loss as a result of conspiracy
  5. Copyright Infringement
    • Outcome: The court found no copyright infringement because the materials were created during employment.
    • Category: Substantive
    • Sub-Issues:
      • Ownership of copyright
      • Use of copyrighted material without consent
  6. Waiver
    • Outcome: The court found that the various contractual breaches committed by Eugene are subject to the defences of waiver.
    • Category: Substantive
    • Sub-Issues:
      • Unequivocal representation
      • Giving up contractual right

8. Remedies Sought

  1. Monetary Damages
  2. Injunctive Relief

9. Cause of Actions

  • Breach of Contract
  • Breach of Fiduciary Duty
  • Passing Off
  • Conspiracy
  • Copyright Infringement

10. Practice Areas

  • Commercial Litigation
  • Corporate Law
  • Contract Disputes
  • Intellectual Property Litigation

11. Industries

  • Education

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lee Chee Wei v Tan Hor Peow VictorCourt of AppealYes[2007] 3 SLR(R) 537SingaporeCited for principles governing entire agreement clauses and their effect.
Zolton Techs Singapore Pte Ltd v Tan Chew SimHigh CourtYes[2018] SGHC 160SingaporeCited for the proposition that there would be no breach of director’s duties if there was an agreement between all of the directors of a company in relation to the carrying of business outside of the company’s business, as well as any diversion of business opportunity that belonged to the company.
In re Duomatic LtdN/AYes[1969] 2 Ch 365England and WalesCited for the Duomatic principle, stating that where all of the company’s shareholders assent to a particular course of conduct, such assent is as binding as a resolution in a general meeting.
Blindley Health Investments Ltd and another v Bass and othersEWCAYes[2015] EWCA 1023England and WalesCited for the Duomatic principle, stating that where all of the company’s shareholders assent to a particular course of conduct, such assent is as binding as a resolution in a general meeting.
Yong Kheng Leong v Panweld Trading Pte LtdCourt of AppealYes[2013] 1 SLR 174SingaporeCited for the limitations of the Duomatic principle.
Audi Construction Pte Ltd v Kian Hiap Construction Pte LtdCourt of AppealYes[2018] 1 SLR 317SingaporeCited for the principle that a party waives a contractual right when it makes an unequivocal representation to its counterparty, whether by words or by conduct, that it gives up that right.
Motor Oil Hellas (Corinth) Refineries SA v Shipping Corp of India (The “Kanchenjunga”)N/AYes[1990] 1 Lloyd’s Rep 391N/ACited for the principle that a party waives a contractual right when it makes an unequivocal representation to its counterparty, whether by words or by conduct, that it gives up that right.
Novelty Pte Ltd v Amanresorts Ltd and anotherCourt of AppealYes[2009] 3 SLR(R) 216SingaporeCited for the three elements of goodwill, misrepresentation, and damage required to succeed in a claim for passing off.
Singsung Pte Ltd v LG 26 Electronics Pte Ltd (trading as L S Electrical Trading)High CourtYes[2016] 4 SLR 86SingaporeCited for the requirement that a trademark is distinctive of a business.
Visionhealthone Corp Pte Ltd v HD Holdings Pte LtdCourt of AppealYes[2013] SGCA 47SingaporeCited for the elements of lawful means conspiracy.
EFT Holdings Inc v Marineteknik Shipbuilders (S) Pte LtdCourt of AppealYes[2014] 1 SLR 860SingaporeCited for the elements of lawful means conspiracy.
OBG Ltd v Allan; Douglas v Hello! Ltd (No.3); Mainstream Properties Ltd v YoungN/AYes[2008] 1 AC 1N/ACited for the principle that in lawful means conspiracy, the alleged conspirators must have the requisite intention to injure when they undertake actions knowing that any gain to themselves cannot be brought about without a corresponding loss to the plaintiffs.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appealsCourt of AppealYes[2013] 1 SLR 374SingaporeCited for the principle that the use of a corporate vehicle to commence legal action against a party with the predominant purpose of causing financial harm is an actionable conspiracy in tort.
Said v ButtN/AYes[1920] 3 KB 497N/ACited regarding immunity from liability in tort.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed) s 157(1)Singapore
Companies Act (Cap 50, 2006 Rev Ed) s 157(2)Singapore
Copyright Act (Cap 63, 2006 Rev Ed) s 130Singapore
Copyright Act (Cap 63, 2006 Rev Ed) s 30(6)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • TuitionGenius
  • Economics at Tuitiongenius
  • Employment Agreement
  • Fiduciary Duty
  • Passing Off
  • Joint Venture
  • Oral Agreement
  • Waiver
  • Conspiracy
  • Copyright

15.2 Keywords

  • breach of contract
  • fiduciary duty
  • passing off
  • conspiracy
  • copyright
  • tuition
  • director
  • employment agreement

16. Subjects

  • Contract Law
  • Company Law
  • Tort Law
  • Intellectual Property Law

17. Areas of Law

  • Tort
  • Passing off
  • Companies Law
  • Directors' Duties
  • Contract Law
  • Breach of Contract
  • Waiver
  • Conspiracy
  • Lawful Means Conspiracy
  • Copyright Law