Angliss Singapore Pte Ltd v Yee Heng Khay: Breach of Confidence, Fiduciary Duty, and Contractual Obligations
Angliss Singapore Pte Ltd, a food distributor, sued Yee Heng Khay, a former employee, in the General Division of the High Court of Singapore on 30 July 2021, for breach of confidence, contractual duties, and fiduciary duties, after Angliss lost a distributorship agreement with Arla Food Ingredients Singapore Pte Ltd. The court, led by Valerie Thean J, found Yee liable for breach of confidence and contractual obligations, awarding damages to Angliss.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Angliss sued Yee for breach of confidence, loyalty, and fiduciary duties after losing a distributorship with Arla. The court found Yee liable.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Yee Heng Khay (alias Roger) | Defendant | Individual | Claim Dismissed | Lost | |
| Angliss Singapore Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Angliss, a food distributor, had a 47-year business relationship with Arla, distributing its dairy products.
- Yee Heng Khay, a former Angliss employee, joined Indoguna, a competitor, as Arla brand manager.
- Yee copied confidential Angliss files, including price lists and customer data, before resigning.
- Arla terminated its distributorship agreement with Angliss shortly after Yee joined Indoguna.
- Yee had access to Angliss's confidential information systems as a BDM.
- Yee forwarded confidential files from his Angliss email to his personal email before resigning.
- Yee met with Indoguna representatives before resigning from Angliss.
5. Formal Citations
- Angliss Singapore Pte Ltd v Yee Heng Khay (alias Roger), Suit No 284 of 2018, [2021] SGHC 168
6. Timeline
| Date | Event |
|---|---|
| Yee Heng Khay joined Angliss as a senior sales executive. | |
| Yee Heng Khay was appointed as an assistant sales manager at Angliss. | |
| Yee Heng Khay was promoted to deputy sales manager of Angliss’s food service division. | |
| Angliss sent Yee Heng Khay a letter of appointment. | |
| Yee Heng Khay joined Angliss again as its BDM on a probationary basis. | |
| Ms Ding and Ms Watt from Angliss met with Mr Björkqvist and Mr Kong from Arla. | |
| Mr Kong sent an e-mail with a presentation to Ms Watt and Ms Ding. | |
| Mr Kong sent a draft distribution agreement to Ms Watt and Ms Ding. | |
| Yee Heng Khay sent an e-mail to a representative from Unibake and blind copied his personal e-mail address. | |
| Yee Heng Khay sent an e-mail to a representative from Sodiaal and blind copied his personal e-mail address. | |
| Yee Heng Khay requested files pertaining to Arla from Ms Ong. | |
| Yee Heng Khay received an e-mail from Angliss’s procurement department with a product list pertaining to Beerenberg. | |
| Yee Heng Khay forwarded an e-mail to his personal e-mail address. | |
| Yee Heng Khay’s wife gave birth to twin boys. | |
| Yee Heng Khay met with Mr Ng and Mr Melwani. | |
| Yee Heng Khay asked Ms Ong for a spreadsheet titled “butter price - oct.xlsx”. | |
| Yee Heng Khay requested two further files from Ms Ong. | |
| Mr Björkqvist sent a message to Ms Watt. | |
| Yee Heng Khay met with Mr Melwani. | |
| Yee Heng Khay met with Ms Raudaschl. | |
| Yee Heng Khay copied files onto a USB device. | |
| Yee Heng Khay copied files onto a USB device. | |
| Yee Heng Khay forwarded an e-mail containing the Arla Spreadsheet from his work e-mail address to his personal e-mail address. | |
| Yee Heng Khay copied a document entitled “NAVIONS 2017.xlsx”. | |
| Arla sent a notice of termination to Angliss. | |
| Yee Heng Khay gave his notice of resignation to Angliss. | |
| Yee Heng Khay signed an employment contract with Indoguna. | |
| Angliss discovered that Yee Heng Khay had forwarded files pertaining to Arla from his work e-mail address to his personal e-mail address. | |
| Yee Heng Khay's last day of employment with Angliss. | |
| Yee Heng Khay commenced employment with Indoguna. | |
| The writ of summons and statement of claim were filed. | |
| Yee Heng Khay delivered the USB device to Angliss’s solicitors. | |
| Trial began. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Breach of Confidence
- Outcome: The court found that Yee had breached his duty of confidence by taking and misusing Angliss's confidential information.
- Category: Substantive
- Related Cases:
- [2017] 2 SLR 94
- [2020] 1 SLR 1130
- [2014] 2 SLR 1045
- [2019] 2 SLR 808
- Breach of Contract
- Outcome: The court found that Yee had breached the confidentiality clause in his employment contract.
- Category: Substantive
- Breach of Fiduciary Duty
- Outcome: The court found that Yee did not owe Angliss a fiduciary duty.
- Category: Substantive
- Related Cases:
- [2015] 1 SLR 163
- [1987] 2 SCR 99
- [2009] 2 SLR(R) 737
- (1984) 55 ALR 417
- Causation
- Outcome: The court found that Yee's breach of confidence and contract caused Angliss to lose the Arla distributorship.
- Category: Substantive
8. Remedies Sought
- Loss of chance of a distributorship with Arla
- Loss of profits from a distributorship agreement with Arla
- Damages calculated on the hypothetical scenario that Angliss would have sold the confidential information
- Damages for recreating the information taken by Mr Yee
9. Cause of Actions
- Breach of Confidence
- Breach of Contract
- Breach of Fiduciary Duty
10. Practice Areas
- Commercial Litigation
- Breach of Contract
- Breach of Confidence
- Fiduciary Duty
11. Industries
- Food Distribution
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals | Court of Appeal | Yes | [2020] 1 SLR 1199 | Singapore | Cited regarding the burden of proof when a fiduciary breaches their duties. |
| Clearlab SG Pte Ltd v Ting Chong Chai and others | High Court | Yes | [2015] 1 SLR 163 | Singapore | Cited for the principle that an employee may owe fiduciary duties to his employer when he is placed in a position where he must act solely in the interests of his employer. |
| Frame v Smith | Supreme Court of Canada | Yes | [1987] 2 SCR 99 | Canada | Cited for the three factors to consider when determining if a fiduciary duty exists. |
| Susilawati v American Express Bank Ltd | Court of Appeal | Yes | [2009] 2 SLR(R) 737 | Singapore | Cited for the three factors to consider when determining if a fiduciary duty exists. |
| Hospital Products Ltd v United States Surgical Corp | High Court of Australia | Yes | (1984) 55 ALR 417 | Australia | Cited for the principle of vulnerability in fiduciary relationships. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal | Court of Appeal | Yes | [2018] 2 SLR 655 | Singapore | Cited for emphasizing a fiduciary relationship as one of trust and confidence. |
| Tan Yok Koon v Tan Choo Suan and another and other appeals | Court of Appeal | Yes | [2017] 1 SLR 654 | Singapore | Cited for reiterating the need to look to the obligations owed in a fiduciary relationship. |
| Nagase Singapore Pte Ltd v Ching Kai Huat and others | High Court | No | [2007] 3 SLR(R) 265 | Singapore | Cited for the principle that care must be taken not automatically to equate the duties of good faith and loyalty, or trust and confidence, with fiduciary obligations. |
| Nottingham University v Fishel | Employment Appeal Tribunal | No | [2000] IRLR 471 | United Kingdom | Cited for the principle that care must be taken not automatically to equate the duties of good faith and loyalty, or trust and confidence, with fiduciary obligations. |
| Wee Shuo Woon v HT SRL | Court of Appeal | Yes | [2017] 2 SLR 94 | Singapore | Cited for the general principle underlying the doctrine of breach of confidence. |
| I-Admin (Singapore) Pte Ltd v Hong Ying Ting and others | Court of Appeal | Yes | [2020] 1 SLR 1130 | Singapore | Cited for the modified approach to establishing a breach of confidence. |
| Invenpro (M) Sdn Bhd v JCS Automation Pte Ltd and another | High Court | Yes | [2014] 2 SLR 1045 | Singapore | Cited for the principle of whether information has entered the public domain. |
| Adinop Co Ltd v Rovithai Ltd and another | Court of Appeal | Yes | [2019] 2 SLR 808 | Singapore | Cited for the principle that customer information can possess the necessary quality of confidence. |
| Man Financial (S) Pte Ltd (formerly known as E D & F Man International (S) Pte Ltd) v Wong Bark Chuan David | Court of Appeal | No | [2008] 1 SLR(R) 663 | Singapore | Cited for the twin tests of reasonableness used in restraint of trade cases. |
| Wrotham Park Estate Co Ltd v Parkside Homes Ltd | High Court of Justice | No | [1974] 1 WLR 798 | England and Wales | Cited for the principle of Wrotham Park damages. |
| Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart | High Court | No | [2012] 4 SLR 308 | Singapore | Cited for the principle that breach of duty of loyalty will not be found if there are merely preparatory steps taken by the employee. |
| Asia Hotel Investments Ltd v Starwood Asia Pacific Management Pte Ltd and another | Court of Appeal | Yes | [2005] 1 SLR(R) 661 | Singapore | Cited for the principle that to establish loss of chance, Angliss must show that the chance lost was real or substantial. |
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 Agreement
- Fiduciary Duty
- Breach of Confidence
- Arla Brand Manager
- Restricted Files
- Garden Leave
- Sales Targets
15.2 Keywords
- Breach of Confidence
- Fiduciary Duty
- Contractual Obligations
- Employment Law
- Confidential Information
- Distributorship Agreement
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Confidence | 80 |
| Employment Law | 75 |
| Chancery and Equity | 70 |
| Intellectual Property Law | 65 |
| Contract Law | 60 |
| Breach of Contract | 60 |
| Fiduciary Duties | 50 |
| Duty to Account | 40 |
16. Subjects
- Employment Law
- Intellectual Property
- Contract Law
- Equity
- Fiduciary Duty
- Breach of Confidence