Flairis Technology v Gan Huan Kee: Breach of Fiduciary Duty & Confidential Info

Flairis Technology Corporation Limited and Flairis Advanced Manufacturing Pte Ltd sued Gan Huan Kee, Chan Tien Seng, Khong Soo Har, and Wong Kwok Ping in the High Court of Singapore, alleging breach of the joint-venture agreement, breach of fiduciary duties, and misuse of confidential information. The plaintiffs claimed the defendants, former employees, used confidential information to benefit a competitor, Tri-M Technologies. Lai Siu Chiu J dismissed the plaintiffs' claim, finding that the plaintiffs failed to prove their case and ordered costs to be paid to the defendants.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Claim dismissed with costs to the defendants.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Flairis Technology sued Gan Huan Kee for breach of fiduciary duty and misuse of confidential information. The High Court dismissed the claim, finding no breach.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Flairis Technology Corporation LimitedPlaintiffCorporationClaim DismissedLost
Flairis Advanced Manufacturing Pte LtdPlaintiffCorporationClaim DismissedLost
Gan Huan KeeDefendantIndividualWonWon
Chan Tien SengDefendantIndividualWonWon
Khong Soo HarDefendantIndividualWonWon
Wong Kwok PingDefendantIndividualWonWon

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization

4. Facts

  1. Flairis Technology Corporation Limited alleged that Gan Huan Kee and other defendants breached their fiduciary duties.
  2. The plaintiffs claimed the defendants used confidential information to benefit Tri-M Technologies, a competitor.
  3. The defendants had previously worked for the second plaintiffs before joining Tri-M.
  4. The plaintiffs alleged the defendants prepared a business plan for Tri-M using confidential information.
  5. The JVA was terminated by the plaintiffs, not the defendants.
  6. The plaintiffs alleged inaccurate accounts were submitted by the defendants.
  7. The plaintiffs sought an injunction to restrain the defendants from working for Tri-M and soliciting customers/employees.

5. Formal Citations

  1. Flairis Technology Corporation Limited & Anor v Gan Huan Kee & Ors, Suit No 723 of 2001/A, [2002] SGHC 116

6. Timeline

DateEvent
Joint-venture agreement signed
Flairis Advanced Manufacturing Pte Ltd incorporated
Service contracts signed with first, second, and third defendants
Gan Huan Kee appointed managing-director of second plaintiffs
Khong Soo Har joined second plaintiffs as Vice-President (Logistics)
Wong Kwok Ping joined second plaintiffs as Director of Design Engineering
Second plaintiffs commenced operations
Negotiations commenced on shares entitlement under JVA
First plaintiffs announced half year financial statement to SGX
Memorandum of Understanding and Joint Venture Termination Agreement signed
SGX notified of termination agreement
Fresh agreements entered into with second plaintiffs
Fourth defendant's employment contract with second plaintiffs
Internal audit of second plaintiffs' accounts completed
Business plan presented to Tri-M Technologies
CEO expressed concern at weekly management meeting
Chan Tien Seng resigned from second plaintiffs
Khong Soo Har resigned from second plaintiffs
Wong Kwok Ping resigned from second plaintiffs
First defendant offered additional share options
Chan Tien Seng and Khong Soo Har left second plaintiffs' services
Gan Huan Kee resigned from second plaintiffs
Gan Huan Kee left second plaintiffs' services
Employee count of second plaintiffs reported
Plaintiffs commenced action
Interim injunction obtained ex-parte
Injunction set aside with costs
Court varied earlier order and granted injunction
KPMG report issued
Consent order made to delete allegation from statement of claim
Judgment Date

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court found that the plaintiffs did not prove that the defendants breached their fiduciary duties.
    • Category: Substantive
  2. Breach of Contract
    • Outcome: The court found that the claim for breach of the terminated JVA was misconceived.
    • Category: Substantive
  3. Misuse of Confidential Information
    • Outcome: The court found that the plaintiffs did not prove that the defendants used confidential information or trade secrets.
    • Category: Substantive

8. Remedies Sought

  1. Damages
  2. Injunction

9. Cause of Actions

  • Breach of Contract
  • Breach of Fiduciary Duty
  • Misuse of Confidential Information

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Technology
  • Electronics

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chiarapurk Jack & Ors v Haw Par Brothers International LtdN/AYes[1993] 3 SLR 285SingaporeCited to support the argument that there would be no obligations owed to the first plaintiffs after termination of the JVA.

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

  • Printed Circuit Board Assemblies
  • PCBA
  • Joint-Venture Agreement
  • JVA
  • Advanced Surface Mount Technology
  • SMT
  • Trade Secrets
  • Confidential Information
  • Fiduciary Duty
  • Reverse Engineering

15.2 Keywords

  • Breach of Fiduciary Duty
  • Confidential Information
  • Trade Secrets
  • Employment
  • Singapore
  • High Court
  • Flairis Technology
  • Gan Huan Kee

17. Areas of Law

Area NameRelevance Score
Company Law70
Fiduciary Duties60
Contract Law60
Director's Duties50
Commercial Disputes50
Corporate Law50
Accounting40

16. Subjects

  • Contract Law
  • Employment Law
  • Intellectual Property
  • Fiduciary Duty