FirstCom Academy Pte Ltd v Oom Academy Pte Ltd & 3 Ors

Case Details

• Citation: [2025] SGHC 266
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 30 December 2025
• Coram: Valerie Thean J
• Case Number: Originating Claim No 183 of 2024
• Hearing Date(s): 24−26, 29 September, 6–9 October, 17 November 2025
• Claimant: FirstCom Academy Pte Ltd
• Respondents: Oom Academy Pte Ltd (1st Defendant); Ian Chew (2nd Defendant); Leong Jing Wen Wendy (3rd Defendant); Oom Pte Ltd (4th Defendant)
• Counsel for Claimant: Roshan Singh Chopra (Selvam LLC) (instructed); Lucella Maria Lucias Jeraled (Kelvin Chia Partnership)
• Counsel for Respondents: Reuben Tan Wei Jer, Nadine Victoria Neo Su Hui, Megan Elizabeth Ong Sze Min (Quahe Woo & Palmer LLC)
• Practice Areas: Contract; Intellectual Property; Tort

Summary

The decision in FirstCom Academy Pte Ltd v Oom Academy Pte Ltd & 3 Ors [2025] SGHC 266 represents a significant clarification of the evidentiary burdens required to sustain claims of post-employment contractual breaches and intellectual property infringement within the adult education sector. The Claimant, FirstCom Academy Pte Ltd ("FCA"), a Registered Training Provider ("RTP") under the Workforce Skills Qualification ("WSQ") scheme, sought to hold two former senior employees and their new employer liable for a suite of causes of action including breach of restraint of trade, breach of confidence, copyright infringement, inducement of breach of contract, and conspiracy. The High Court, presided over by Valerie Thean J, dismissed the claim in its entirety, finding that FCA failed to establish the foundational elements of its pleaded case.

At the heart of the dispute was the departure of Mr. Ian Chew and Ms. Leong Jing Wen Wendy from FCA in November 2023 and their subsequent move to Oom Pte Ltd, a competitor that had recently acquired RTP status. FCA's primary contention was that the defendants had systematically leveraged FCA's proprietary "know-how," sales leads, and administrative materials to accelerate Oom's entry into the WSQ market. However, the court's analysis emphasized that suspicion of competitive activity is not a substitute for proof of breach. The judgment reinforces the principle that restrictive covenants are prima facie void and can only be saved if they protect a specific, legitimate proprietary interest that goes beyond the prevention of mere competition.

Furthermore, the court's treatment of the copyright and confidentiality claims highlights the necessity for precision in identifying the "works" and "information" protected. FCA's reliance on functional documents—such as course certificates and feedback forms—failed the test of originality under the Copyright Act. Similarly, the breach of confidence claim foundered because FCA could not demonstrate that the information allegedly accessed by the former employees was actually disclosed to or used by the new employer. The dismissal of these primary claims inevitably led to the collapse of the derivative tortious claims of inducement and conspiracy.

Ultimately, this case serves as a cautionary tale for employers in the training and education industry. It underscores that while the WSQ framework involves significant regulatory compliance and operational structure, the "system" of being an RTP is not inherently a trade secret. Practitioners must ensure that employment contracts are narrowly tailored and that any litigation is supported by robust forensic evidence of actual misuse of data rather than mere proximity of employment.

Timeline of Events

1. 1 December 2017: FirstCom Academy Pte Ltd (FCA) is founded.
2. 18 April 2019: FCA officially becomes a Registered Training Provider (RTP) under the WSQ scheme.
3. 11 October 2021: Date relevant to the employment history or contractual framework of the parties.
4. 29 September 2022: Further milestone in the operational or contractual timeline of the parties.
5. 17 November 2022: Date cited in relation to the development of FCA's internal materials or policies.
6. 21 March 2023: Oom Pte Ltd (the 4th Defendant) acquires RTP status, positioning itself as a competitor to FCA in the WSQ market.
7. 4 September 2023: Date relevant to the internal investigations or interactions between FCA and the individual defendants.
8. 7 September 2023: Further date cited in the procedural or factual matrix leading to the terminations.
9. 22 September 2023: Date noted in the chronology of the defendants' transition.
10. 16 October 2023: Date relevant to the alleged access of confidential information.
11. 31 October 2023: Final date in the month preceding the termination of the individual defendants.
12. 1 November 2023: Commencement of the final week of employment for the individual defendants at FCA.
13. 6 November 2023: Employment of Leong Jing Wen Wendy (the 3rd Defendant) is terminated by FCA.
14. 7 November 2023: Employment of Ian Chew (the 2nd Defendant) is terminated by FCA.
15. 17 November 2023: Date cited in relation to post-termination conduct or correspondence.
16. 20 November 2023: Further date in the immediate post-termination period.
17. 26 November 2023: Date relevant to the timeline of alleged breaches.
18. 31 December 2023: End of the 2023 calendar year; relevant to the calculation of discretionary payments.
19. 2 January 2024: Commencement of the 2024 period relevant to the litigation.
20. 20 January 2024: Date of first discretionary commission payment to Ms. Leong.
21. 20 February 2024: Date of subsequent discretionary payments to the individual defendants.
22. 1 December 2024: Date cited in the broader procedural history of the claim.
23. 24 September 2025: Commencement of the substantive trial hearings.
24. 17 November 2025: Conclusion of the substantive trial hearings.
25. 30 December 2025: Judgment delivered by Valerie Thean J.

What Were the Facts of This Case?

The Claimant, FirstCom Academy Pte Ltd ("FCA"), is a prominent player in the Singapore adult education sector, specifically operating as a Registered Training Provider ("RTP") under the Workforce Skills Qualification ("WSQ") scheme. This scheme is a national credential system implemented by SkillsFuture Singapore ("SSG"). FCA was founded in December 2017 and achieved its RTP status on 18 April 2019. Its business model involves the delivery of various skills-based courses for which it receives government subsidies and fees from corporate and individual learners.

The dispute involved four defendants. The first and fourth defendants, Oom Academy Pte Ltd and Oom Pte Ltd (collectively "Oom"), are related entities. Oom Pte Ltd, founded in 2006, was primarily a digital marketing agency before it acquired RTP status on 21 March 2023 to enter the WSQ training market. The second defendant, Mr. Ian Chew, and the third defendant, Ms. Leong Jing Wen Wendy, were former employees of FCA. Mr. Chew held a senior role involved in sales and management, while Ms. Leong was also a key member of the sales and administrative team. Both were subject to employment contracts that included restrictive covenants, non-solicitation clauses, and confidentiality obligations.

The relationship between FCA and the individual defendants soured in late 2023. FCA discovered that Mr. Chew and Ms. Leong were in a romantic relationship, which FCA alleged created a conflict of interest that was not properly disclosed. Following an internal investigation, Ms. Leong’s employment was terminated on 6 November 2023, and Mr. Chew’s employment was terminated the following day, 7 November 2023. Despite the acrimonious departure, FCA initially made certain discretionary commission payments to both individuals. Ms. Leong received payments in January and February 2024, while Mr. Chew received a total of $23,004.60 in four instalments ending in February 2024.

Shortly after their departure, Mr. Chew and Ms. Leong joined Oom. FCA alleged that Oom’s rapid development of its WSQ business was the result of the individual defendants bringing over FCA’s proprietary materials and "know-how." Specifically, FCA pointed to several categories of information and works that it claimed were misappropriated:

• Sales and Lead Data: FCA alleged that the defendants used FCA's internal sales processes and lead generation strategies to benefit Oom.
• Google Drive Access: FCA produced screenshots of its Google Drive history showing that Mr. Chew had accessed various files after being informed of his termination on 7 November 2023. FCA argued this was evidence of data exfiltration.
• Course Certificates and Feedback Forms: FCA claimed copyright in the design and layout of its Course Certificates and the specific questions used in its course feedback forms. It alleged that Oom’s versions were substantially similar.
• Operational Know-how: FCA argued that the entire "system" of being an RTP, including compliance with SSG requirements, constituted confidential information.

FCA’s Originating Claim 183 of 2024 alleged that the individual defendants breached their restraint of trade and non-solicitation clauses by working for Oom and soliciting FCA's clients or staff. It further alleged that they breached their confidentiality obligations. Against the Oom entities, FCA alleged copyright infringement, inducement of breach of contract (by hiring the individual defendants despite their restrictive covenants), and a conspiracy to injure FCA by unlawful means. The defendants denied all allegations, contending that the restrictive covenants were unenforceable, the information was not confidential or was part of the employees' general skill and knowledge, and that Oom had developed its own materials independently.

What Were the Key Legal Issues?

The High Court was tasked with resolving several complex and overlapping legal issues across contract, intellectual property, and tort law. The primary issues were framed as follows:

• Enforceability and Breach of Restraint of Trade: Whether the non-compete and non-solicitation clauses in the individual defendants' employment contracts were valid under Singapore law. This required the court to determine if FCA had a "legitimate proprietary interest" to protect and whether the clauses were reasonable in scope, duration, and geographical reach.
• Breach of Confidence: Whether the information allegedly taken by Mr. Chew and Ms. Leong (including sales leads, internal processes, and Google Drive files) possessed the necessary quality of confidence, was imparted in circumstances importing an obligation of confidence, and was subsequently misused to FCA's detriment.
• Copyright Infringement: Whether copyright subsisted in FCA's Course Certificates and feedback forms under the Copyright Act 2021. This turned on whether these documents were "original" works and whether Oom had copied a substantial part of them.
• Inducement of Breach of Contract: Whether the Oom entities had intentionally and knowingly induced Mr. Chew and Ms. Leong to breach their contractual obligations to FCA.
• Unlawful Means Conspiracy: Whether the four defendants had combined with a common intention to injure FCA through unlawful acts (namely, the alleged breaches of contract and copyright).
• Liquidated Damages: Whether the clause in the employment contracts providing for liquidated damages in the event of a breach of the restrictive covenants was an enforceable genuine pre-estimate of loss or an unenforceable penalty.

How Did the Court Analyse the Issues?

The court’s analysis was rigorous, focusing on the failure of the Claimant to provide concrete evidence for its broad assertions. The judgment systematically dismantled each cause of action by applying established legal tests to the specific facts of the case.

1. Restraint of Trade and Non-Solicitation

The court began by referencing the landmark decision in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] 1 SLR(R) 663. Under Singapore law, all restraints of trade are prima facie void and unenforceable unless the party seeking to rely on them can prove that the restraint is (a) necessary to protect a legitimate proprietary interest and (b) reasonable in the interests of the parties and the public. The court noted:

"restraint of trade clauses are prima facie void and unenforceable on the basis that they are contrary to public policy." (at [26])

FCA argued that its legitimate proprietary interest lay in its "trade secrets," "confidential information," and "goodwill" (specifically its customer base). However, the court found that FCA failed to identify any specific trade secret that was not merely the general skill and knowledge of the employees. Regarding the non-compete clause, the court found it was drafted too broadly, attempting to prevent the defendants from competing "in any form whatsoever" in Singapore and Manila (at [23]). The court concluded that FCA had not established a legitimate interest that justified such a wide-ranging prohibition. Furthermore, there was no evidence that the defendants had actually solicited FCA’s customers or staff in breach of the non-solicitation clauses.

2. Breach of Confidence

FCA’s claim for breach of confidence relied heavily on screenshots of Google Drive access history. The court examined these screenshots (at [43]) which showed Mr. Chew accessing files after his termination notice. However, the court held that mere access does not equate to disclosure or misuse. To succeed, FCA needed to prove that the information was actually used by Oom. The court found that Oom had its own established business processes and that the "know-how" required to be an RTP was largely dictated by SSG’s public regulations. The court emphasized that information that is public or part of an employee’s general experience cannot be protected as confidential. Consequently, the claim for breach of confidence failed.

3. Copyright Infringement

The copyright claim focused on "Works" including Course Certificates and feedback forms. The court applied s 109 of the Copyright Act 2021, which requires that a work be "original." Citing Asia Pacific Publishing Pte Ltd v Pioneers & Leaders (Publishers) Pte Ltd [2011] 4 SLR 381, the court noted that originality requires the author to have exercised "sufficient effort, skill and judgment."

Regarding the Course Certificates, the court found they were largely functional and followed standard industry templates. There was no evidence of the "creative spark" or independent effort required for copyright to subsist. Similarly, for the feedback forms, the court held that the questions were generic and functional. The court observed:

"feedback at the end of a course is not protected under the Copyright Act." (at [68])

Even if copyright had subsisted, the court found no evidence of copying. Oom’s materials were developed for its own specific courses, and any similarities were attributed to the common regulatory environment of the WSQ scheme.

4. Tortious Claims: Inducement and Conspiracy

The claims for inducement and conspiracy were derivative. For inducement of breach of contract, FCA had to prove (a) a contract existed, (b) the contract was breached, (c) the defendant induced the breach, (d) the defendant knew of the contract and intended to procure the breach, and (e) damage resulted (referencing Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655 at [311]). Since the court found no underlying breach of the restrictive covenants or confidentiality clauses, the claim for inducement necessarily failed.

Similarly, for unlawful means conspiracy, FCA had to prove an agreement between two or more persons to do certain acts with the intention to injure the claimant, resulting in damage (referencing SH Cogent Logistics Pte Ltd v Singapore Agro Agricultural Pte Ltd [2014] 4 SLR 1208 at [18]). The court found no evidence of an agreement to perform unlawful acts, as the primary claims of breach and infringement had already been dismissed.

What Was the Outcome?

The High Court dismissed the Claimant's suit in its entirety. The court found that FirstCom Academy Pte Ltd had failed to discharge its burden of proof on every cause of action pleaded. Specifically, the court ruled that the restraint of trade clauses were unenforceable, no breach of confidence was proven, no copyright subsisted in the administrative documents, and the tortious claims lacked a foundational breach.

The operative conclusion of the court was stated succinctly:

"I therefore dismiss OC 183 in its entirety." (at [81])

Regarding the financial implications, FCA’s claim for liquidated damages and other compensatory reliefs was denied. The court did not make an immediate order on costs but provided a mechanism for the parties to resolve the issue. The judgment stipulated:

"If parties are unable to agree on costs, written submissions (of no longer than 10 pages) are to be filed within 21 days of the date of this judgment." (at [82])

The individual defendants, Mr. Chew and Ms. Leong, were thus cleared of the allegations of contractual and fiduciary breaches, and the Oom entities were cleared of the allegations of intellectual property infringement and tortious interference. The discretionary commission payments previously made by FCA ($23,004.60 to Mr. Chew and various amounts to Ms. Leong) remained with the defendants, as there was no basis for their clawback or offset against damages that were never awarded.

Why Does This Case Matter?

This judgment is of significant importance to legal practitioners and HR professionals in Singapore, particularly those operating in highly regulated industries like adult education. It reinforces several critical doctrinal boundaries.

First, it reaffirms the High Court's strict adherence to the Man Financial principles regarding restraints of trade. The court sent a clear signal that employers cannot use non-compete clauses as a "blanket" to prevent employees from moving to competitors. The requirement to identify a specific legitimate proprietary interest is not a mere formality; it is a substantive hurdle. In this case, the court's refusal to recognize the "RTP system" as a trade secret suggests that where a business model is largely defined by public regulatory requirements (like those of SSG), the threshold for proving a proprietary interest in "know-how" is exceptionally high.

Second, the case clarifies the limits of copyright protection for functional and administrative documents. Practitioners often attempt to use copyright as a "backstop" when confidentiality claims are weak. However, Valerie Thean J’s analysis of the Course Certificates and feedback forms demonstrates that documents created for purely functional or regulatory purposes are unlikely to meet the "originality" threshold. This prevents the over-extension of copyright law into the realm of standard business administration.

Third, the decision highlights the evidentiary pitfalls in breach of confidence claims. The court's dismissal of the Google Drive evidence—despite the timing of the access—serves as a reminder that "suspicious circumstances" do not constitute "proof of misuse." For practitioners, this emphasizes the need for forensic IT evidence that can trace the actual flow and subsequent use of data, rather than just its access.

Finally, the case illustrates the "house of cards" nature of derivative tort claims. When the primary contractual or IP claims fail, the claims for inducement and conspiracy almost invariably collapse. This underscores the importance of focusing litigation strategy on the primary breaches rather than relying on the "safety net" of tortious conspiracy.

Practice Pointers

• Drafting Restrictive Covenants: Ensure that non-compete clauses are narrowly tailored to specific roles and geographic areas. Avoid "in any form whatsoever" language, which is likely to be viewed as an unreasonable restraint on trade.
• Identifying Trade Secrets: Employers should maintain a clear register of what they consider to be trade secrets, distinguishing them from the general skill and knowledge an employee acquires during their tenure.
• Forensic Readiness: In cases of suspected data exfiltration, mere access logs are insufficient. Practitioners should seek evidence of data being transferred to external devices or used in the competitor's work product.
• Copyright in Business Documents: Do not assume copyright subsists in administrative forms or certificates. To strengthen a copyright claim, ensure that such documents contain unique creative elements that go beyond functional requirements.
• Conflict of Interest Policies: While the court noted the romantic relationship between the defendants, it did not find that this relationship, in itself, justified the enforcement of an otherwise void restraint of trade. Policies should be clear on the consequences of non-disclosure.
• Discretionary Payments: Be cautious when making "discretionary" payments to departing employees if litigation is contemplated. While it did not prejudice FCA's legal standing here, it can create confusing signals regarding the employer's view of the employee's conduct.

Subsequent Treatment

As this judgment was delivered on 30 December 2025, there is no recorded subsequent treatment in later cases. However, the decision follows the established lineage of the Court of Appeal's guidance on restraints of trade and the "originality" requirement in copyright law. It is expected to be cited in future disputes involving the adult education sector and the enforceability of restrictive covenants in sales-driven roles.

Legislation Referenced

• Personal Data Protection Act 2012 (No. 26 of 2012)
• Copyright Act 2021 (2020 Rev Ed), specifically s 109

Cases Cited

• Applied/Considered: Man Financial (S) Pte Ltd (formerly known as E D & F Man International (S) Pte Ltd) v Wong Bark Chuan David [2008] 1 SLR(R) 663
• Referred to: PH Hydraulics & Engineering Pte Ltd v Intrepid Offshore Construction Pte Ltd and another [2012] 4 SLR 36
• Referred to: Asia Pacific Publishing Pte Ltd v Pioneers & Leaders (Publishers) Pte Ltd [2011] 4 SLR 381
• Referred to: Ivenpro (M) Sdn Bhd v JCS Automation Pte Ltd and another [2014] 2 SLR 1045
• Referred to: Global Yellow Pages Ltd v Promedia Directories Pte Ltd and another matter [2017] 2 SLR 185
• Referred to: Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655
• Referred to: SH Cogent Logistics Pte Ltd v Singapore Agro Agricultural Pte Ltd [2014] 4 SLR 1208

Source Documents

• Original Judgment at eLitigation
• Full Judgment PDF (CDN)