Wong Sung Boon v Fuji Xerox: Breach of Contract, Conspiracy, and Fiduciary Duties in Employment Law

Wong Sung Boon, the former Senior Managing Director of Fuji Xerox Singapore Pte Ltd (FXS), sued FXS and Fuji Xerox Asia Pacific Pte Ltd (FXAP) for wrongful dismissal, conspiracy to injure, and inducement of breach of contract. FXS counterclaimed for breach of fiduciary duties. The High Court of Singapore, presided over by Justice Audrey Lim, found that FXS was not justified in summarily dismissing Wong and awarded Wong damages totaling $1,435,560.65. The court dismissed FXS's counterclaim and Wong's claims of conspiracy and inducement of breach of contract.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Former Senior MD Wong Sung Boon sues Fuji Xerox for wrongful dismissal, conspiracy, and breach of contract. The court finds in favor of Wong, awarding damages.

1.7 Decision Date

1 February 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Fuji Xerox Singapore Pte Ltd	Defendant	Corporation	Counterclaim Dismissed	Lost	Toh Jia Yi of Allen & Gledhill LLP Marc Malone of Allen & Gledhill LLP Aaron Lee of Allen & Gledhill LLP
Wong Sung Boon	Plaintiff	Individual	Claim Allowed	Won	Wendell Wong of Drew & Napier LLC Andrew Chua of Drew & Napier LLC Jared Chen of Drew & Napier LLC Chua Shu Ying of Drew & Napier LLC
Fuji Xerox Asia Pacific Pte Ltd	Defendant	Corporation	Claim Dismissed	Lost	Toh Jia Yi of Allen & Gledhill LLP Marc Malone of Allen & Gledhill LLP Aaron Lee of Allen & Gledhill LLP

3. Judges

Judge Name	Title	Delivered Judgment
Audrey Lim	Judge	Yes

4. Counsels

Counsel Name	Organization
Toh Jia Yi	Allen & Gledhill LLP
Marc Malone	Allen & Gledhill LLP
Aaron Lee	Allen & Gledhill LLP
Wendell Wong	Drew & Napier LLC
Andrew Chua	Drew & Napier LLC
Jared Chen	Drew & Napier LLC
Chua Shu Ying	Drew & Napier LLC

4. Facts

Wong was the Senior MD of FXS from April 1, 2011, until his termination on December 21, 2017.
FXS alleged Wong breached his fiduciary duties and company policies, causing losses of $2,880,385.78.
The alleged breaches related to transactions with I-Connect, MOS, and Supreme Lion.
FXS summarily dismissed Wong based on clauses 10(b), (h), and (i) of his employment contract.
Wong claimed FXS failed to follow internal procedures for dismissal.
Wong claimed FXS and FXAP conspired to injure him and FXAP induced FXS to breach his contract.
The court found that FXS was not justified in summarily dismissing Wong.

5. Formal Citations

Wong Sung Boon v Fuji Xerox Singapore Pte Ltd and another, Suit No 163 of 2018, [2021] SGHC 24

6. Timeline

Date	Event
2011-04-01	Wong appointed as Senior MD and Chief Executive Officer of FXS
2011-10-11	FXS entered into Master Services Agreement with I-Connect (IC1 Contract)
2012-03-16	FXS entered into Master Services Agreement with I-Connect (IC2 Contract)
2014-03-05	FXS entered into sales agreement with MOS (MOS1 Contract)
2014-12-01	FXS entered into sales agreement with MOS (MOS2 Contract)
2015-08-28	FXS entered into rental agreement with MOS (MOS3 Contract)
2015-11-04	FXS entered into rental agreement with MOS (MOS4 Contract)
2016-04-01	Letter of Appointment dated governing Wong's appointment as Senior MD
2017-04-01	Employment Contract renewed for period from 1 April 2017 to 31 March 2018
2017-09-01	FXS commissioned Deloitte to conduct an audit investigation
2017-10-19	FXS suspended Wong with full pay
2017-10-30	Deloitte held a teleconference with Wong
2017-11-08	Deloitte issued a report with its findings on the Audit Investigation
2017-11-30	Wong met with Deloitte
2017-12-07	GAD presented its special audit report
2017-12-21	Wong was issued the Termination Notice
2020-08-04	Hearing
2020-08-05	Hearing
2020-08-06	Hearing
2020-08-07	Hearing
2020-08-11	Hearing
2020-08-12	Hearing
2020-09-01	Hearing
2020-09-02	Hearing
2020-09-03	Hearing
2020-09-04	Hearing
2020-10-19	Hearing
2020-11-13	Hearing
2021-02-02	Judgment reserved

7. Legal Issues

Wrongful Dismissal
- Outcome: The court found that the employer, FXS, was not justified in summarily dismissing the employee, Wong, and awarded damages for unlawful dismissal.
- Category: Substantive
- Sub-Issues:
  - Breach of employment contract
  - Failure to follow internal dismissal procedures
  - Interpretation of termination clauses
- Related Cases:
  - [2016] 5 SLR 1052
  - [2007] 4 SLR(R) 413
  - [1992] 3 SLR(R) 933
  - [1980] ICR 755
  - [2010] 3 SLR 722
Breach of Fiduciary Duty
- Outcome: The court found that the employee, Wong, did not breach his fiduciary duties in relation to the IC Contracts, MOS Contracts and SL Contract.
- Category: Substantive
- Sub-Issues:
  - Failure to act in the company's best interest
  - Failure to exercise reasonable diligence
  - Non-compliance with company policies
- Related Cases:
  - [2014] 3 SLR 329
Conspiracy to Injure
- Outcome: The court found that the claim for conspiracy was not made out.
- Category: Substantive
- Sub-Issues:
  - Agreement between parties to commit unlawful acts
  - Intention to cause damage or injury
Inducement of Breach of Contract
- Outcome: The court found that the claim for inducement of breach of contract was not made out.
- Category: Substantive
- Sub-Issues:
  - Knowledge of the contract
  - Intentional inducement of breach

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract
Breach of Fiduciary Duty
Conspiracy to Injure
Inducement of Breach of Contract

10. Practice Areas

Commercial Litigation
Employment Litigation

11. Industries

Technology
Office Equipment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)	High Court	Yes	[2014] 3 SLR 329	Singapore	Cited for the principle that a director must exercise the same degree of care and diligence as a reasonable director in his position.
Phosagro Asia Pte Ltd v Piattchanine, Iouri	Court of Appeal	Yes	[2016] 5 SLR 1052	Singapore	Cited for the interpretation of 'serious misconduct' in an employment contract, requiring a breach so serious as to justify termination without more.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd	Court of Appeal	Yes	[2007] 4 SLR(R) 413	Singapore	Cited for principles relating to discharge by a repudiatory breach, relevant to determining 'gross default or misconduct' under the Employment Contract.
Alexander Proudfoot Productivity Services Co S’pore Pte Ltd v Sim Hua Ngee Alvin and another appeal	Court of Appeal	Yes	[1992] 3 SLR(R) 933	Singapore	Cited for endorsing the minimum legal obligation rule in assessing damages for wrongful dismissal.
Gunton v Richmond-upon-Thames London Borough Council	Employment Appeal Tribunal	Yes	[1980] ICR 755	England and Wales	Cited for the minimum legal obligation rule, limiting damages recovery by assessing it in the manner least costly to the employer.
Aldabe Fermin v Standard Chartered Bank	High Court	Yes	[2010] 3 SLR 722	Singapore	Cited for the principle that the employer must show they would have chosen the most advantageous method of terminating the employment contract.

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

Senior Managing Director
Employment Contract
Fiduciary Duties
Summary Dismissal
Communication Matrix
Credit Evaluation Process
Project Management
End of Term Payment
Variable Bonus
Minimum Legal Obligation Rule

15.2 Keywords

wrongful dismissal
breach of contract
fiduciary duty
employment law
Singapore
Fuji Xerox

17. Areas of Law

Area Name	Relevance Score
Employment Law	90
Breach of Contract	70
Inducement of Breach of Contract	65
Fiduciary Duties	60
Corporate Law	50
Contract Law	40
Conspiracy by Unlawful Means	30

16. Subjects

Employment Law
Contract Law
Corporate Governance