3D Networks Singapore Pte Ltd v Voon South Shiong: Breach of Contract, Fiduciary Duty, and Conspiracy

In 3D Networks Singapore Pte Ltd v Voon South Shiong and Sunway Digital Pte Ltd, the Singapore High Court addressed claims of breach of contract, fiduciary duties, and conspiracy. The plaintiff, 3D Networks, alleged that its former employee, Voon South Shiong, and Sunway Digital, conspired to solicit employees and clients. The court found Voon liable for breach of contract, fraudulent misrepresentation, breach of confidence, and conspiracy. The court found Sunway Digital liable for inducement of breach of contract and conspiracy. The court granted orders for damages to be assessed, delivery of confidential information, and injunctions.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for Plaintiff in part; Defendant liable for breach of contract, fraudulent misrepresentation, breach of confidence, and conspiracy.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on breach of contract, fiduciary duty, and conspiracy claims involving employee departure and client solicitation.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Voon South ShiongDefendantIndividualLiable for breach of contract, fraudulent misrepresentation, breach of confidence, and conspiracyLost
Sunway Digital Pte LtdDefendantCorporationLiable for inducement of breach of contract and conspiracyLost
3D Networks Singapore Pte LtdPlaintiffCorporationJudgment for Plaintiff in partPartial

3. Judges

Judge NameTitleDelivered Judgment
Chan Seng OnnSenior JudgeYes

4. Counsels

Counsel NameOrganization
Hua Yew Fai TerenceI.R.B Law LLP
Mohamed Fazal bin Abdul HamidI.R.B Law LLP
Nur Izyan binte Mohammad RahimI.R.B Law LLP
Chia Foon YeowLoo & Partners LLP
Loo Choon ChiawLoo & Partners LLP
Saw Sheng Cai LeonardLoo & Partners LLP
Toh Wei YiHarry Elias Partnership LLP
Poon Pui YeeHarry Elias Partnership LLP
Ng Hua Meng, MarcusHarry Elias Partnership LLP
Leong Shan Wei JaclynHarry Elias Partnership LLP

4. Facts

  1. First defendant, a trusted employee, resigned from the plaintiff and collaborated with a competitor.
  2. First defendant prepared business plans for the second defendant while still employed by the plaintiff.
  3. First defendant solicited employees of the plaintiff to join the second defendant.
  4. First defendant diverted customers and opportunities from the plaintiff to the second defendant.
  5. First defendant manipulated records and payments to benefit himself and other employees.
  6. Second defendant induced employees of the plaintiff to breach their employment contracts.
  7. The first defendant ran his personal Beesket business during his working hours with the plaintiff.

5. Formal Citations

  1. 3D Networks Singapore Pte Ltd v Voon South Shiong and another, Suit No 744 of 2018, [2022] SGHC 167

6. Timeline

DateEvent
First defendant joined the plaintiff.
First defendant incorporated Juice Master Pte Ltd.
First defendant sent business plan to Mr. Sng.
Second defendant incorporated in Singapore.
First defendant resigned from the plaintiff.
Plaintiff and JMPL entered into a consulting agreement.
First defendant's last day of work with the plaintiff.
JMPL entered into an agreement with the second defendant.
Plaintiff terminated its consulting agreement with JMPL.
Plaintiff commenced action against the defendants.
Injunction granted against the defendants.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found the first defendant liable for several breaches of contract, including breaches of confidentiality and non-conflict obligations.
    • Category: Substantive
    • Sub-Issues:
      • Breach of confidentiality obligation
      • Breach of non-conflict obligation
      • Breach of implied duties of good faith and fidelity
  2. Breach of Fiduciary Duty
    • Outcome: The court dismissed the plaintiff's claim for breach of fiduciary duty due to a failure to plead the specific fiduciary duties owed by the defendant.
    • Category: Substantive
  3. Fraudulent Misrepresentation
    • Outcome: The court found the first defendant liable for fraudulent misrepresentation in relation to the manipulation of records and payments to Lisa Gwee and Andrew Tan.
    • Category: Substantive
  4. Breach of Confidence
    • Outcome: The court found the first defendant liable for breach of confidence in relation to the business plans he prepared for the second defendant and his disclosure of the plaintiff's internal manuals and pricing strategy.
    • Category: Substantive
  5. Inducement of Breach of Contract
    • Outcome: The court found the second defendant liable for inducing Ms. Lee's breach of her Confidentiality Obligation and both defendants liable for inducing Mr. Yeo's breach of his Confidentiality Obligation.
    • Category: Substantive
  6. Unlawful Means Conspiracy
    • Outcome: The court found both defendants liable for unlawful means conspiracy.
    • Category: Substantive
  7. Lawful Means Conspiracy
    • Outcome: The court found both defendants liable for lawful means conspiracy.
    • Category: Substantive
  8. Enforceability of Restraint of Trade Clauses
    • Outcome: The court found the non-solicitation and non-compete obligations to be unenforceable due to unreasonableness.
    • Category: Substantive

8. Remedies Sought

  1. Damages to be assessed
  2. Account of profits
  3. Delivery up of confidential information
  4. Injunction to restrain use of confidential information

9. Cause of Actions

  • Breach of Contract
  • Breach of Fiduciary Duty
  • Fraudulent Misrepresentation
  • Breach of Confidence
  • Inducement of Breach of Contract
  • Unlawful Means Conspiracy
  • Lawful Means Conspiracy

10. Practice Areas

  • Commercial Litigation
  • Employment Law
  • Contract Litigation

11. Industries

  • Information Technology

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Man Financial (S) Pte Ltd (formerly known as E D & F Man International (S) Pte Ltd) v Wong Bark Chuan DavidN/AYes[2008] 1 SLR(R) 663SingaporeCited for the principles regarding restraint of trade clauses, legitimate proprietary interests, and reasonableness in employment contracts.
Tan Kok Yong Steve v Itochu Singapore Pte LtdHigh CourtYes[2018] SGHC 85SingaporeCited regarding the protection of trade connections via non-competition undertakings.
CLAAS Medical Centre Pte Ltd v Ng Boon ChingN/AYes[2010] 2 SLR 386SingaporeCited for the court's consideration of severance when a restraint of trade clause is found to be unreasonable.
Lek Gwee Noi v Humming Flowers & Gifts Pte LtdN/AYes[2014] 3 SLR 27SingaporeCited for the prerequisites for severance of unenforceable provisions in a contract.
Smile Inc Dental Surgeons Pte Ltd v Lui Andrew StewartN/AYes[2012] 4 SLR 308SingaporeCited regarding the rejection of the 'notional severance' approach in Singapore law.
Clearlab SG Pte Ltd v Ting Chong Chai and othersN/AYes[2015] 1 SLR 163SingaporeCited for the test of whether a fiduciary relationship arises in the context of an employment relationship.
Ochroid Trading Ltd and another v Chua Siok Lui (trading as VIE Import & Export) and anotherN/AYes[2018] 1 SLR 363SingaporeCited for the elements of fraudulent misrepresentation.
I-Admin (Singapore) Pte Ltd v Hong Ying Ting and othersN/AYes[2020] 1 SLR 1130SingaporeCited for the approach to breach of confidence claims.
M+W Singapore Pte Ltd v Leow Tet Sin and anotherN/AYes[2015] 2 SLR 271SingaporeCited for the elements required to prove inducement of breach of contract.
Tribune Investment Trust Inc v Soosan Trading Co LtdN/AYes[2000] 2 SLR(R) 407SingaporeCited regarding the knowledge of a contract and intention for it to be breached in inducement of breach of contract.
OBG Ltd v AllanN/AYes[2008] 1 AC 1United KingdomCited regarding the element of intention in inducement of breach of contract.
Bluestone Corp Pte Ltd v Phang Cher Choon and others and another suitHigh CourtYes[2020] SGHC 268SingaporeCited for the elements of unlawful means conspiracy.
Tuitiongenius Pte Ltd v Toh Yew Keat and anotherN/AYes[2020] 5 SLR 354SingaporeCited for the elements of lawful means conspiracy.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appealsN/AYes[2013] 1 SLR 374SingaporeCited regarding the predominant purpose of causing damage or injury in lawful means conspiracy.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Non-solicitation obligation
  • Non-compete obligation
  • Confidentiality obligation
  • Non-conflict obligation
  • On-target earnings
  • OTE
  • SP Inventory List
  • IBM Sony Project
  • Business plan proposal
  • Consulting agreement

15.2 Keywords

  • breach of contract
  • fiduciary duty
  • conspiracy
  • employment
  • solicitation
  • confidential information
  • misrepresentation
  • restraint of trade

17. Areas of Law

Area NameRelevance Score
Breach of Confidence80
Contract Law75
Inducement of Breach of Contract70
Employment Law65
Conspiracy by Unlawful Means60
Fiduciary Duties60
Misrepresentation50
Illegality and public policy40

16. Subjects

  • Contract Law
  • Employment Law
  • Tort Law
  • Confidential Information
  • Conspiracy
  • Fiduciary Duty