Case Details
- Citation: [2025] SGHC 13
- Title: ATT Systems (S’pore) Pte Ltd and another v Centricore (S) Pte Ltd and others
- Court: High Court of the Republic of Singapore (General Division)
- Suit No: Suit No 447 of 2021
- Date of Decision: 23 January 2025
- Judge(s): Aidan Xu @ Aedit Abdullah J
- Hearing Dates: 11, 12, 18–20, 25–28 July, 1–3 August, 2 October 2023, 16 January, 13 August 2024
- Plaintiff/Applicant: (1) ATT Systems (S’pore) Pte Ltd; (2) ATT Infosoft Pte Ltd
- Defendant/Respondent: (1) Centricore (S) Pte Ltd; (2) Faruk Bin Abdul Kather; (3) Toh Shenglong Louis; (4) Kyaw Htun Win; (5) Danesh s/o Sudinthan Pillai; (6) Kyaw Khaing; (7) Aung Thiha Aung; (8) IdGates Pte Ltd
- Legal Areas: Confidence — Breach of confidence; Contract — Contractual terms; Contract — Breach; Equity — Fiduciary relationships — When arising; Tort — Conspiracy; Tort — Inducement of breach of contract
- Statutes Referenced: (not specified in provided extract)
- Cases Cited: [2015] SGHC 100; [2021] SGHC 168; [2023] SGHC 241; [2025] SGHC 13
- Judgment Length: 62 pages, 16,570 words
Summary
This High Court decision arose from a dispute following the departure of multiple employees from ATT Infosoft, a company specialising in intelligent electronic queue management systems (“EQMS”), visitor management systems, and payment services solutions. The plaintiffs alleged that the departing employees, together with competing companies Centricore and IdGates, engaged in coordinated conduct to set up and grow a competing business. Central to the plaintiffs’ case was that confidential business information and data were misappropriated, employment-related obligations were breached, and the defendants acted in concert through unlawful means.
Although the provided extract is truncated, the judgment’s structure and the detailed factual background show that the court’s analysis focused heavily on breach of confidence, including (i) the scope of the confidentiality obligations, (ii) who owed confidentiality to whom, (iii) what materials were confidential, and (iv) whether the plaintiffs had consented to access or possession. The court also addressed contractual breaches (including non-competition, loyalty, ISO-related, and confidentiality obligations), fiduciary duties, and tortious claims such as inducement of breach of contract and conspiracy by unlawful means.
What Were the Facts of This Case?
The first and second plaintiffs were ATT Systems (S’pore) Pte Ltd (“ATT Systems”) and ATT Infosoft Pte Ltd (“ATT Infosoft”). ATT Systems provided systems integration services. ATT Infosoft was spun off from ATT Systems and incorporated in or around November 2013 as a wholly owned subsidiary. ATT Infosoft’s business included intelligent electronic queue management systems, visitor management systems, and payment services solutions. The dispute concerned technology solutions used by businesses to control and monitor entry into premises, and the associated maintenance, support, and servicing contracts.
The defendants comprised Centricore (S) Pte Ltd (“Centricore”), several individual ex-employees, and IdGates Pte Ltd (“IdGates”). The individual defendants—Mr Faruk, Mr Toh, Mr Kyaw Htun Win, Mr Danesh, Mr Kyaw Khaing, and Mr Aung Thiha Aung—were employees of ATT Systems until their employment contracts were novated to ATT Infosoft around 2014. Their roles in ATT Infosoft were senior and operational: Mr Faruk was Deputy Chief Technology Officer and a statutory director who led business operations; Mr Toh was Business Development Director leading sales; Mr Kyaw HW headed the Projects department; Mr Danesh was deputy head of Maintenance; and Mr Kyaw K and Mr Aung were software engineers in Software/Research departments. The court’s later analysis indicates that the defendants’ seniority and departmental access were relevant to whether fiduciary duties and confidentiality obligations were engaged.
Centricore and IdGates were companies connected to the ex-employees. Centricore’s business included IT infrastructure services, customised software solutions, gantry/visitor management solutions, customised security solutions, and media management solutions. The parties did not dispute that Centricore was a competitor of ATT Infosoft in IT systems integration for automated visitor management systems (“AVMS”), EQMS, and payment kiosk systems utilised by government departments and statutory bodies. IdGates provided installation of building automated systems such as automated turnstiles and side-gates. The plaintiffs’ case framed IdGates as a vehicle used to facilitate the defendants’ competitive entry.
As early as March 2019, Mr Faruk and Mr Toh planned to leave ATT Infosoft. They discussed starting a new business and signed a tenancy agreement for office space on 3 May 2019, in which Centricore operated. Mr Toh gave Mr Faruk $7,000 for Centricore’s rental deposit and start-up costs. Mr Faruk also drafted detailed business cards for himself and several other individuals. Mr Faruk resigned from ATT Infosoft on 29 July 2019, followed by mass resignations: Mr Kyaw HW and Mr Danesh resigned on 16 August 2019. While they were serving notice, Centricore was incorporated on 19 August 2019, and they became its directors and sole shareholders. Mr Faruk also drafted a letter of recommendation for Mr Kyaw HW’s work pass application using Centricore’s letterhead.
In September 2019, Mr Faruk continued efforts in Centricore and IdGates. He paid for Government Electronic Business (“GeBIZ”) applications for Centricore and IdGates and endorsed IdGates’ application for an ME04 licence from the Building and Construction Authority. Competitive activity then became apparent. On 28 September 2019, a client of the plaintiffs claimed that “Faruk new company” had officially sent client quotations for a gantry maintenance project. The last of the mass resignations included Mr Aung, who resigned on 30 September 2019 after IdGates submitted a work pass application for him, with Mr Faruk helping with the application.
On 3 October 2019, Mr Kyaw HW sent documents in a WhatsApp group chat with the plaintiffs’ clients and deleted them immediately. The documents indicated that Mr Kyaw HW and Mr Danesh were appointed as Centricore’s directors and that Centricore expected its first service contract in January–February 2020 with a contract sum of $200,000 and a subsequent pipeline of $500,000 in Q2 2020. ATT Infosoft then terminated the employment of Mr Kyaw HW and Mr Danesh on 14 October 2019, Mr Faruk on 16 October 2019, and Mr Toh on 1 November 2019. Thereafter, Mr Toh became a shareholder and director of IdGates on 11 November 2019, and Mr Kyaw K and Mr Aung joined IdGates on 15 November 2019 and 1 December 2019 respectively and were immediately seconded to Centricore for 24 months.
Forensic analysis of the ex-employees’ devices formed a key part of the plaintiffs’ case. The court was told that information belonging to the plaintiffs was stored in Mr Faruk’s personal Dropbox folder, and that external storage devices belonging to Mr Faruk, Mr Toh, and Mr Danesh were not returned to ATT Infosoft. There was also mass deletion activity on Mr Faruk and Mr Kyaw HW’s company-issued desktop and laptop in multiple months in 2019, and Mr Kyaw HW used data wiping tools on his company-issued laptop a day before returning it to ATT Infosoft, including deliberate steps to hide the deletion activity.
In June 2020, the Health Promotion Board put out a public tender for maintenance, support, and servicing of an EQMS (the “HPB Tender”). Centricore submitted a bid of $210,253, about $4,000 less than ATT Infosoft’s bid of $214,260, and the only other bid was from a third party at $412,173. Further, the plaintiffs found that while employed by ATT Infosoft, Mr Faruk prepared four maintenance proposals under IdGates’ name for maintenance of existing AVMS installed by ATT Infosoft for hospitals including Sengkang Hospital, KK Women’s and Children’s Hospital, Khoo Teck Puat Hospital, Yishun Community Hospital, and National University Hospital (the “four maintenance proposals”). These facts were said to demonstrate competitive use of information and a coordinated effort to redirect business opportunities.
What Were the Key Legal Issues?
The judgment addressed multiple causes of action, but the key legal issues can be grouped into three broad themes: (i) breach of confidence, (ii) breach of employment-related obligations and related equitable duties, and (iii) tortious liability for unlawful means and inducement.
For breach of confidence, the court had to determine the scope of the plaintiffs’ claims and, crucially, to whom confidentiality obligations were owed. It also had to identify which materials were covered by confidentiality and whether the plaintiffs had consented to the defendants’ acquisition or possession of those materials. The court further needed to consider whether each file had to be shown to be confidential, whether the plaintiffs treated the information as confidential, and whether there was a breach by each defendant in terms of access and/or use.
On the contractual and equitable side, the court had to analyse whether the defendants breached employment contract obligations, including the loyalty obligation, ISO obligation, non-competition obligation, and confidentiality obligation. In addition, it had to consider whether fiduciary duties arose on the facts, and whether the defendants’ conduct amounted to breach of those duties. Finally, the court addressed tort claims including inducement of breach of contract and conspiracy by unlawful means, which required findings about concerted action and the use of unlawful means to cause breaches or to further a common design.
How Did the Court Analyse the Issues?
The court’s approach to breach of confidence was structured and granular. It first examined the scope of the plaintiffs’ claims, which matters because confidentiality claims can fail if they are framed too broadly or without sufficient identification of the confidential information allegedly misused. The judgment then turned to the threshold question of “to whom” the obligation of confidentiality was owed. This is often contested where information is held within corporate structures and where employees move between related entities or where third parties are alleged to have received confidential information. The court’s analysis indicates that it considered the relationship between the plaintiffs and the defendants, including employment relationships and the role of corporate entities such as IdGates and Centricore.
Next, the court analysed which materials were covered by the obligation of confidentiality. This required assessing whether the information was genuinely confidential—typically by reference to whether it had the necessary quality of confidence and whether it was treated as confidential by the plaintiffs. The judgment also addressed whether each file had to be shown to be confidential, suggesting that the court was attentive to evidential sufficiency. In confidence disputes, courts often require more than general assertions that “documents” were confidential; they look for identifiable categories of information and evidence of confidentiality practices, such as restricted access, internal labelling, or contractual confidentiality terms.
The court also considered whether the plaintiffs had consented to the defendants’ access or possession of the materials. Consent can defeat a breach of confidence claim if it is established that the plaintiffs authorised the relevant access or sharing. The judgment’s structure shows that it treated consent as a factual inquiry, including whether the plaintiffs permitted access in the ordinary course of employment or whether the defendants’ possession went beyond what was authorised.
On breach by each defendant, the court separated the analysis by individual. For example, it considered Mr Faruk’s conduct in terms of breach by access and breach by use. The forensic evidence—Dropbox storage and non-return of external storage devices—was highly relevant to both access and use. The court also analysed the conduct of Mr Toh, Mr Kyaw HW, and Mr Danesh, which likely involved examining their roles in sales, projects, and maintenance, and whether they used confidential information to secure competitive advantage. The judgment further addressed Centricore and IdGates as corporate defendants, which would have required findings about whether they received or used confidential information knowing (or having reason to know) that it was confidential and misappropriated.
In relation to contractual obligations, the court analysed the non-competition obligation, loyalty obligation, ISO obligation, and confidentiality obligation. While the extract does not reproduce the contractual wording, the judgment’s headings indicate that the court treated these as distinct obligations with different content and different evidential requirements. The loyalty obligation typically concerns duties of good faith and fidelity during employment, while non-competition obligations regulate competitive activity after employment or during employment depending on drafting. The ISO obligation suggests a compliance-related contractual duty, likely tied to information security or process standards. The confidentiality obligation would overlap with the breach of confidence analysis but would be grounded in contract terms.
The court also considered breach of fiduciary duties and when such fiduciary relationships arise. Fiduciary duties in employment contexts are not automatic for all employees; they depend on the nature of the role and the degree of trust and discretion. Given that Mr Faruk and Mr Toh held senior positions (Deputy Chief Technology Officer/statutory director and Business Development Director), and that Mr Kyaw HW headed projects while Mr Danesh was deputy head of maintenance, the court likely assessed whether their positions involved sufficient trust and influence over company information and opportunities to trigger fiduciary duties. The judgment’s inclusion of fiduciary analysis alongside contractual and confidence claims suggests that the court treated fiduciary duties as an additional, potentially overlapping, route to liability.
Finally, the court addressed tortious claims: inducement of breach of contract and conspiracy by unlawful means. These claims require careful proof of causation and intent. Inducement generally requires showing that the defendant induced or procured a breach of contract, knowing of the contractual obligation and intending the breach or being reckless as to it. Conspiracy by unlawful means requires proof of an agreement or common design and the use of unlawful means to achieve the design. The plaintiffs’ narrative—planning before resignations, use of corporate “fronts”, coordinated resignations, and subsequent competitive activity—was designed to support findings of concerted action and unlawful means.
What Was the Outcome?
The provided extract does not include the operative orders or the final findings on each cause of action. However, the judgment’s detailed headings and the extensive factual background indicate that the court undertook a comprehensive assessment of breach of confidence, contractual breaches, fiduciary duties, and tort claims. The practical effect of the decision would therefore depend on the court’s determinations on liability and the extent of any damages or injunctive relief granted.
For practitioners, the key takeaway is that the court treated the case as more than a generic “employee poaching” dispute. It analysed confidentiality file-by-file or category-by-category, assessed consent, and evaluated each defendant’s conduct (including access and use) alongside contractual and equitable obligations. The outcome would likely reflect the strength of the forensic evidence (Dropbox storage, external devices, deletion and wiping activity) and the documentary evidence of competitive preparation (maintenance proposals under IdGates’ name and tender bidding dynamics).
Why Does This Case Matter?
This case is significant for Singapore law on breach of confidence and the protection of business secrets in the context of employee departures. The judgment demonstrates the evidential and analytical discipline expected in confidence claims: courts will examine who owed confidentiality to whom, what information was confidential, whether the plaintiffs treated it as such, and whether the defendants’ access or possession was authorised. It also highlights that consent is a live issue and can be decisive.
For employers and in-house counsel, the decision underscores the importance of documenting confidentiality practices and contractual obligations, including clarity on confidentiality, non-competition, loyalty, and any process or security standards (such as ISO-related obligations). For litigators, the case also illustrates how forensic evidence—device analysis, deletion patterns, and storage locations—can be central to proving access and use, particularly where direct proof of misuse is difficult.
For competitors and corporate defendants, the judgment’s inclusion of corporate entities (Centricore and IdGates) alongside individual employees signals that liability may extend beyond the individual wrongdoers. Where a company benefits from misappropriated information, the court may examine whether it knew or had reason to know of the confidential nature of the information and the circumstances of its acquisition.
Legislation Referenced
- (Not specified in the provided extract.)
Cases Cited
- [2015] SGHC 100
- [2021] SGHC 168
- [2023] SGHC 241
- [2025] SGHC 13
Source Documents
This article analyses [2025] SGHC 13 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.