Farm to Fork Sdn Bhd v Adamas Sg Pte Ltd: Breach of Confidence, Contract, and Inducement of Breach of Contract

Farm to Fork Sdn Bhd sued Adamas Sg Pte Ltd and Kim Jin Wu in the General Division of the High Court of Singapore, alleging breaches of contract, confidence, and inducement of breach of contract. The case centered on a consultancy agreement and its termination. The court, presided over by Justice Andre Maniam, dismissed Farm to Fork's claims and allowed Adamas' counterclaim in part, awarding $66,660 for wrongful termination.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Farm to Fork's claims dismissed; Adamas' counterclaims allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Farm to Fork sued Adamas for breach of contract and confidence. The court dismissed Farm to Fork's claims and allowed Adamas' counterclaim in part.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Farm to Fork Sdn BhdPlaintiffCorporationClaims DismissedLost
Adamas Sg Pte LtdDefendantCorporationCounterclaim Allowed in PartPartial
Kim Jin WuDefendantIndividualClaims DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Andre ManiamJudgeYes

4. Counsels

Counsel NameOrganization
Benedict EoonOon & Bazul LLP
Tian KeyunWongPartnership LLP
Hannah LeeWongPartnership LLP
Tan Hoe ShuenWongPartnership LLP

4. Facts

  1. Farm to Fork engaged Adamas to provide CFO services through Mr. Kim.
  2. The Consultancy Agreement required three months' written notice for termination.
  3. Farm to Fork purported to terminate the agreement immediately, offering payment in lieu of notice.
  4. Farm to Fork did not make the payment in lieu of notice.
  5. Adamas contended the termination was invalid and the agreement remained in force.
  6. Farm to Fork claimed Adamas breached confidentiality and non-solicitation obligations.
  7. Adamas counterclaimed for unpaid consultancy fees.

5. Formal Citations

  1. Farm to Fork Sdn Bhd v Adamas Sg Pte Ltd and another, Suit No 752 of 2021, [2024] SGHC 286

6. Timeline

DateEvent
Farm to Fork Sdn Bhd founded
Adamas provided services as CFO of Farm to Fork
Farm to Fork purported to terminate the Consultancy Agreement
Show cause letters issued by Farm to Fork
Farm to Fork sued the Defendants
Agreed Bundle of Documents
Trial began
Trial concluded
Judgment reserved
Judgment issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Farm to Fork wrongfully terminated the Consultancy Agreement but Adamas was only entitled to damages equivalent to three months' consultancy fees.
    • Category: Substantive
    • Sub-Issues:
      • Wrongful Termination
      • Breach of Confidentiality Obligations
      • Breach of Non-Solicitation Obligations
      • Breach of Removal Obligations
  2. Breach of Confidence
    • Outcome: The court dismissed Farm to Fork's claims for breach of confidence, finding that the disclosures were either required by law or justified in the public interest.
    • Category: Substantive
    • Sub-Issues:
      • Disclosure of Confidential Information
      • Misuse of Confidential Information
  3. Inducement of Breach of Contract
    • Outcome: The court dismissed Farm to Fork's claim against Mr. Kim for inducing breach of contract, finding that Adamas did not breach the Consultancy Agreement and that the requirements for establishing such a claim were not satisfied.
    • Category: Substantive
    • Sub-Issues:
      • Interference with Contractual Rights
      • Director's Liability
  4. Termination of Contract
    • Outcome: The court held that Farm to Fork's wrongful repudiation of the Consultancy Agreement effectively terminated the agreement.
    • Category: Substantive
    • Sub-Issues:
      • Termination with Payment in Lieu of Notice
      • Wrongful Repudiation
      • Acceptance of Repudiation

8. Remedies Sought

  1. Delivery up of documents
  2. Restraining order
  3. Damages
  4. Interest
  5. Costs

9. Cause of Actions

  • Breach of Contract
  • Breach of Confidence
  • Inducement of Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Contract Disputes

11. Industries

  • Food and Beverage

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Geys v Societe Generale, London BranchUK Supreme CourtYes[2013] 1 AC 523United KingdomCited regarding termination of contract with payment in lieu of notice and the requirement of clear notification of payment.
Goh Chan Peng and others v Beyonics Technologies Ltd and another and another appealCourt of AppealYes[2017] 2 SLR 592SingaporeCited for the principle that an employer can terminate an employment contract by payment in lieu of notice.
Fung Keong Rubber Manufacturing (M) Sdn Bhd v Lee Eng Kiat & OrsFederal CourtYes[1981] 1 MLJ 238MalaysiaCited for the principle that a workman who has been wrongfully dismissed will not usually be granted a declaration reinstating him back to employment.
Jerome Francis v The Municipal Councillors of Kuala LumpurPrivy CouncilYes[1962] 1 WLR 1411MalaysiaCited for the principle that courts will not grant specific performance of contracts of service and that a wrongfully terminated employee is only entitled to damages.
Wee Kim San Lawrence Bernard v Robinson & Co (Singapore) Pte LtdCourt of AppealYes[2014] 4 SLR 357SingaporeCited for the principle that there cannot be specific performance of a contract of employment under the common law and for the normal measure of damages for wrongful termination.
Denmark Productions Ltd v Boscobel Productions LtdQueen's BenchYes[1969] 1 QB 699England and WalesCited for the principle that the same principles regarding specific performance apply to independent contractor agreements involving the provision of personal services.
Dato’ Abdullah bin Ahmad v Syarikat Permodalan Kebangsaan Bhd & OrsHigh Court of Kuala LumpurNo[1990] 3 MLJ 505MalaysiaDiscussed regarding whether contracts of employment are automatically terminated by the employer’s repudiation.
Vine v National Dock Labour BoardHouse of LordsNo[1957] AC 488United KingdomDiscussed regarding whether a contract was automatically determined upon the wrongful repudiation by one party.
Sanders v Ernest A Neal LtdEmployment Appeal TribunalNo[1974] 3 All ER 327England and WalesDiscussed regarding whether the repudiation of a contract of employment terminates the contract without the need for acceptance by the innocent party.
Thomas Marshall Ltd v GuinleChancery DivisionNo[1979] 1 Ch 227England and WalesDiscussed regarding whether repudiation terminates an employment contract until the repudiation is accepted.
Gunton v Richmond-upon-Thames London Borough CouncilCourt of AppealNo[1980] 3 WLR 713England and WalesDiscussed regarding whether repudiation terminates an employment contract until the repudiation is accepted.
Chappell and others v Times Newspapers Ltd and othersChancery DivisionYes[1975] 1 WLR 482England and WalesCited for the principle that the court should not grant a decree of specific performance where mutual trust and confidence has broken down.
Hill v CA Parsons & Co LtdCourt of AppealNo[1972] Ch 305England and WalesDiscussed regarding whether the court could still grant specific performance.
Shanmugam Manohar v Attorney-General and anotherHigh CourtYes[2021] 3 SLR 600SingaporeCited for the principle that there is no confidence as to the disclosure of iniquity and the public interest exception to confidentiality.
Initial Services Ltd v PutterillCourt of AppealYes[1968] 1 QB 396England and WalesCited for the principle that no private obligations can dispense with the universal one to discover designs contrary to the laws of society.
Annesley v Anglesea (Earl)King's BenchYes[1743] LR 5 QB 317nIrelandCited for the principle that no private obligations can dispense with the universal one to discover designs contrary to the laws of society.
Sa’adiah bte Jamari v Public ProsecutorHigh CourtYes[2023] 3 SLR 191SingaporeCited for the proposition that information is not protected by the law of confidence where there is a reasonable suspicion that it relates to crimes, frauds or misdeeds.
Malone v Metropolitan Police CommissionerChancery DivisionYes[1979] Ch 344England and WalesCited for the proposition that information is not protected by the law of confidence where there is a reasonable suspicion that it relates to crimes, frauds or misdeeds.
How Weng Fan and others v Sengkang Town Council and other appealsCourt of AppealYes[2023] 2 SLR 235SingaporeCited regarding pleading requirements and allowing reliance on unpleaded issues.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherCourt of AppealYes[2015] 5 SLR 1422SingaporeCited regarding allowing reliance on unpleaded issues if it would be clearly unjust not to.
Electro Cad Australia Pty Ltd & Ors v Melati RCS Sdn Bhd & OrsHigh CourtYes[1998] 3 CLJ Supp 196MalaysiaCited regarding the validity of confidentiality obligations in contracts.
Svenson Hair Center Sdn Bhd v Irene Chin Zee LingHigh CourtYes[2008] 8 CLJ 386MalaysiaCited regarding the validity of confidentiality and non-solicitation obligations in contracts.
Angel Candies Sdn Bhd v Loo Yan Wah & OrsHigh CourtYes[2015] 5 CLJ 364MalaysiaCited regarding the validity of confidentiality obligations in contracts.
Dynacast (Melaka) Sdn Bhd & Ors v Vision Cast Sdn Bhd & AnorHigh CourtYes[2016] 6 CLJ 176MalaysiaCited regarding the validity of confidentiality obligations in contracts.
Karen Yap Chew Ling v Binary Group Services Sdn Bhd & Another AppealCourt of AppealYes[2023] 7 CLJ 534MalaysiaCited regarding the validity of confidentiality obligations in contracts.
Stratech Systems Ltd v Nyam Chiu Shin (alias Yan Qiuxin) and othersHigh CourtYes[2005] 2 SLR(R) 579SingaporeCited for the principle that the burden is on the plaintiff to prove that confidential information was taken.
Shanghai Afute Food and Beverage Management Co Ltd v Tan Swee Meng and othersHigh CourtYes[2024] 3 SLR 1098SingaporeCited for the principle that a plaintiff must plead with sufficient particularity the information forming the subject matter of a claim grounded in breach of confidence.
Summit Holdings Ltd and another v Business Software AllianceCourt of AppealYes[1999] 2 SLR(R) 592SingaporeCited for the principle that documents filed or used in court may become part of the public domain and lose any confidential status.
Red Star Marine Consultants Pte Ltd v Personal Representatives of Satwant Kaur d/o Sardara Singh, deceased and anotherHigh CourtYes[2020] 1 SLR 115SingaporeCited for the principle that whether a director's actions should be attributed to the company is determined in the legal and factual context of the case.
I-Admin (Singapore) Pte Ltd v Hong Ying Ting and othersHigh CourtYes[2020] 1 SLR 1130SingaporeCited for the elements of a claim for breach of an equitable duty of confidence.
Agensi Pekerjaan Talent 2 International Sdn Bhd v Kenneth Yong Fu Loong & AnorHigh CourtYes[2012] 10 CLJ 217MalaysiaCited regarding the validity of non-solicitation obligations in contracts.
Tate & Lyle Food and Distribution Ltd and another v Greater London Council and anotherHigh CourtNo[1982] 1 WLR 149England and WalesCited regarding the need for records to show the extent of disturbance to trading routine for claiming damages.
Aerospace Publishing Ltd and another v Thames Water Utilities LtdHigh CourtYes[2007] 3 Costs LR 389England and WalesCited regarding the need to prove loss suffered as a result of additional time spent addressing matters.
PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and othersCourt of AppealYes[2018] 1 SLR 818SingaporeCited regarding the requirements for a director to be liable for inducing breach of contract by the company.
Ok Tedi Fly River Development Foundation Ltd and others v Ok Tedi Mining Ltd and othersHigh CourtYes[2023] 3 SLR 652SingaporeCited regarding the need for particulars and evidential basis for pleading breach of personal legal duties.
Tribune Investment Trust Inc v Soosan Trading Co LtdHigh CourtYes[2000] 2 SLR(R) 407SingaporeCited regarding the need for knowing intent to interfere with contractual rights for inducing breach of contract.
Lim Seong Ong and another v Panshore Engineering Pte Ltd and another suitHigh CourtYes[2023] SGHC 257SingaporeCited regarding the need for knowing intent to interfere with contractual rights for inducing breach of contract.
RGA Holdings International Inc v Loh Choon Phing Robin and anotherHigh CourtYes[2017] 2 SLR 997SingaporeCited regarding negative covenants and granting injunctions.
Viking Engineering Pte Ltd v Feen, Bjornar and othersHigh CourtYes[2022] SGHC 144SingaporeCited regarding negative covenants and granting injunctions.
Jethanand Harkishindas Bhojwani v Lakshmi Prataprai Bhojwani (alias Mrs Lakshmi Jethanand Bhojwani) and othersCourt of AppealYes[2022] 3 SLR 1211SingaporeCited regarding the exceptional circumstances for awarding equitable damages and avoiding double recovery.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Specific Relief Act 1950Malaysia
Malaysian Contracts Act 1950Malaysia

15. Key Terms and Keywords

15.1 Key Terms

  • Consultancy Agreement
  • Confidential Information
  • Client Property
  • Termination Notice
  • Payment in Lieu of Notice
  • Non-Solicitation Obligations
  • Removal Obligations
  • EBITDA
  • Accounting Fraud
  • Accounting Misrepresentation

15.2 Keywords

  • breach of contract
  • breach of confidence
  • wrongful termination
  • consultancy agreement
  • non-solicitation
  • malaysia
  • singapore

17. Areas of Law

Area NameRelevance Score
Breach of Confidence95
Breach of Contract90
Inducement of Breach of Contract80
Contracts60
Torts50

16. Subjects

  • Contract Law
  • Confidentiality
  • Employment
  • Corporate Law