FirstCom Academy Pte Ltd v Oom Academy Pte Ltd and others [2025] SGHC 266

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
• Claimants / Plaintiffs: FirstCom Academy Pte Ltd
• Respondent / Defendant: Oom Academy Pte Ltd (1st Defendant); Ian Chew (2nd Defendant); Leong Jing Wen Wendy (3rd Defendant); Oom Pte Ltd (4th Defendant)
• Counsel for Claimants: Roshan Singh Chopra (Selvam LLC); Lucella Maria Lucias Jeraled (Kelvin Chia Partnership)
• Counsel for Respondent: 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

In FirstCom Academy Pte Ltd v Oom Academy Pte Ltd and others [2025] SGHC 266, the General Division of the High Court addressed a multi-faceted dispute involving allegations of post-employment breaches of restrictive covenants, misappropriation of confidential information, and copyright infringement within the adult education sector. The Claimant, FirstCom Academy Pte Ltd ("FCA"), sought to enforce restraint of trade and non-solicitation clauses against two former employees, Ian Chew and Leong Jing Wen Wendy, who joined a competitor, Oom Academy Pte Ltd, shortly after their termination. FCA further alleged that the defendants engaged in a conspiracy to injure FCA by using its proprietary materials and confidential data to establish a competing business offering Workforce Skills Qualification ("WSQ") courses.

The High Court dismissed the suit in its entirety, providing a significant restatement of the high evidentiary threshold required to establish a "legitimate proprietary interest" in the context of general sales training. Valerie Thean J held that the restraint of trade clauses were prima facie void and unenforceable because FCA failed to demonstrate that its training programs conferred "extensive specialised training" beyond general consumer sales techniques. The court emphasized that the mere provision of information regarding WSQ courses and standard sales methodologies does not constitute a protectable interest that justifies a broad restraint on an employee's right to seek future employment.

Furthermore, the court's analysis of the copyright infringement claims underscores the necessity of proving "originality" under the Copyright Act 2021. FCA’s claims regarding course brochures, feedback forms, and certificates were rejected on the basis that these works lacked the requisite creative spark or were functional documents whose similarities were trivial or dictated by regulatory requirements from SkillsFuture Singapore ("SSG"). The judgment serves as a cautionary tale for employers attempting to use restrictive covenants and intellectual property law to stifle legitimate competition, reinforcing the principle that the law will not protect a business from the mere loss of skilled employees to a competitor.

The decision also clarified the application of the tort of inducement of breach of contract and conspiracy. The court found no evidence of a "common design" or "unlawful means" that would support a finding of conspiracy. By dismissing the claims, the court protected the mobility of labour in the digital marketing and adult education industries, affirming that employees are entitled to use the general skills and experience acquired during their employment for the benefit of subsequent employers, provided they do not misappropriate truly confidential trade secrets or infringe valid copyrights.

Timeline of Events

1. 1 December 2017: FirstCom Academy Pte Ltd (FCA) is incorporated.
2. 18 April 2019: Ian Chew (2nd Defendant) commences employment with FCA.
3. 11 October 2021: Leong Jing Wen Wendy (3rd Defendant) commences employment with FCA.
4. 29 September 2022: Ian Chew enters into a revised employment agreement containing the disputed restrictive covenants.
5. 17 November 2022: Wendy Leong enters into a revised employment agreement containing the disputed restrictive covenants.
6. 21 March 2023: Oom Academy Pte Ltd (1st Defendant) is incorporated.
7. 4 September 2023: Internal communications within FCA regarding the performance and conduct of Chew and Leong.
8. 7 September 2023: FCA begins investigating a potential conflict of interest regarding the undisclosed romantic relationship between Chew and Leong.
9. 22 September 2023: Further internal discussions at FCA regarding the potential termination of the 2nd and 3rd Defendants.
10. 16 October 2023: Oom Academy Pte Ltd obtains Registered Training Provider (RTP) status from SkillsFuture Singapore (SSG).
11. 31 October 2023: FCA identifies suspicious access to its Google Drive by Chew and Leong.
12. 1 November 2023: Chew and Leong are placed on suspension pending an internal inquiry.
13. 6 November 2023: FCA conducts a formal inquiry into the 2nd and 3rd Defendants' conduct.
14. 7 November 2023: FCA terminates the employment of Ian Chew and Wendy Leong for cause, citing a failure to disclose their relationship as a conflict of interest.
15. 17 November 2023: Chew and Leong formally join Oom Academy Pte Ltd.
16. 31 December 2023: Oom Academy launches its first set of WSQ-accredited courses.
17. 2 January 2024: FCA issues letters of demand to the Defendants.
18. 20 January 2024: Defendants respond to the letters of demand, denying all allegations of breach.
19. 20 February 2024: FCA commences Originating Claim No 183 of 2024.
20. 24 September 2025: Substantive trial commences before Valerie Thean J.
21. 30 December 2025: Judgment delivered dismissing the suit in its entirety.

What Were the Facts of This Case?

The Claimant, FirstCom Academy Pte Ltd ("FCA"), is a prominent provider of adult education in Singapore, specializing in courses accredited under the Workforce Skills Qualification ("WSQ") scheme. Founded in December 2017, FCA grew rapidly by offering training in digital marketing, social media management, and other vocational skills. The business model relied heavily on a sales-driven approach, where Business Development Managers and Digital Sales Executives solicited individuals to enroll in courses subsidized by SkillsFuture Singapore ("SSG").

The dispute centered on the departure of two key employees. Ian Chew (the 2nd Defendant) joined FCA in April 2019 and rose to the position of Business Development Manager, earning a basic salary of $4,400 plus significant commissions. Wendy Leong (the 3rd Defendant) joined in October 2021 as a Digital Sales Executive and was later promoted to a managerial role with a basic salary of $3,800. Both employees were subject to employment contracts that included strict confidentiality obligations, a 12-month restraint of trade (ROT) clause prohibiting them from joining a competitor, and a 12-month non-solicitation clause regarding FCA’s clients and employees.

In late 2023, FCA discovered that Chew and Leong were in a romantic relationship which they had not disclosed to the company. FCA maintained that this constituted a conflict of interest, particularly as Chew was Leong’s supervisor for a period. Following an internal inquiry on 6 November 2023, FCA terminated their employment on 7 November 2023. Shortly thereafter, both individuals joined Oom Academy Pte Ltd (the 1st Defendant), a subsidiary of Oom Pte Ltd (the 4th Defendant). Oom was an established digital marketing agency that had recently branched into the adult education sector, obtaining RTP status from SSG in October 2023.

FCA’s case was built on the premise that the Defendants had orchestrated a "raid" on FCA’s business. FCA alleged that Chew and Leong had accessed and downloaded confidential information from FCA’s Google Drive—including customer lists, sales scripts, and course materials—before their departure. FCA pointed to screenshots of Google Drive history showing activity by Chew on 7 November 2023, the very day of his termination. FCA further claimed that Oom’s course brochures, website content, and even their course certificates were "slavish copies" of FCA’s materials, constituting copyright infringement.

The Defendants denied these allegations. They argued that the ROT clauses were unenforceable as they did not protect a legitimate proprietary interest. They contended that the "confidential information" alleged by FCA was either public knowledge (such as course details available on the SSG portal) or general sales skills that belonged to the employees. Regarding the copyright claims, the Defendants argued that the similarities in the materials were due to the functional nature of the documents and the requirements imposed by SSG for WSQ course providers. For instance, course certificates must contain specific information to be valid, and brochures for the same WSQ modules would naturally cover the same learning objectives.

The trial involved extensive evidence regarding the nature of FCA’s training. FCA claimed it provided "extensive specialised training" to its sales staff, which justified the ROT. However, the evidence showed that this training consisted of basic sales techniques, such as how to handle objections and how to explain the SSG grant system to potential students. The court also examined the financial impact, with FCA claiming damages for lost profits and the costs of investigating the alleged data breach, including forensic IT expenses. The Defendants countered that Oom’s success was due to its own reputation in the digital marketing industry and the legitimate efforts of its new hires, rather than any misappropriated secrets.

What Were the Key Legal Issues?

The court was required to resolve several complex legal issues spanning contract, intellectual property, and tort law. The primary issues were framed as follows:

• Enforceability of Restrictive Covenants: Whether the 12-month restraint of trade and non-solicitation clauses in the 2nd and 3rd Defendants' contracts were valid. This required an assessment of whether FCA had a "legitimate proprietary interest" to protect and whether the clauses were reasonable in scope, duration, and geographical extent.
• Breach of Confidence: Whether the information accessed or taken by Chew and Leong (including sales scripts, customer lists, and internal processes) possessed the "necessary quality of confidence" and whether it was disclosed to or used by Oom in breach of contractual or equitable duties. This involved interpreting the Personal Data Protection Act 2012 obligations mentioned in the contracts.
• Copyright Infringement: Whether copyright subsisted in FCA’s brochures, Facebook posts, website content, feedback forms, and course certificates under s 109 of the Copyright Act 2021, and if so, whether the Defendants had copied a "substantial part" of these works.
• Inducement of Breach of Contract: Whether Oom (the 1st and 4th Defendants) had intentionally induced Chew and Leong to breach their restrictive covenants and confidentiality obligations with FCA.
• Conspiracy: Whether the Defendants had entered into a conspiracy (either by lawful or unlawful means) to injure FCA by misappropriating its business and intellectual property.

How Did the Court Analyse the Issues?

The court’s analysis began with the Restraint of Trade (ROT) clauses. Valerie Thean J applied the established two-stage test from Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] 1 SLR(R) 663. The first stage requires the employer to prove a legitimate proprietary interest. FCA argued that its interest lay in the "extensive specialised training" provided to Chew and Leong. However, the court found that the training was "limited to providing information on its WSQ courses and imparting consumer sales techniques of general applicability" (at [35]).

The court distinguished this from the "highly technical or confidential" training that might justify a restraint. Relying on PH Hydraulics & Engineering Pte Ltd v Intrepid Offshore Construction Pte Ltd and another [2012] 4 SLR 36, the court noted that maintaining a skilled workforce is a legitimate interest only if the training is truly specialized. Here, the "sales scripts" were merely guides on how to talk to customers about SSG subsidies—information that is largely public. Consequently, the ROT clauses were found to be an unenforceable "covenant against competition."

Regarding the Non-Solicitation clauses, the court found them similarly unenforceable. FCA failed to prove that Chew or Leong had "influence" over FCA's customers to the extent that the customers would follow them to a competitor regardless of the product. In the WSQ industry, customers are often one-off trainees attracted by the course content and subsidies, rather than a personal relationship with a sales executive.

On the issue of Breach of Confidence, the court examined the "Google Drive history" evidence. While the screenshots showed Chew accessing files after being notified of his termination, the court found that FCA failed to identify specific "trade secrets" that were actually used by Oom. The court observed that much of the information, such as course outlines and pricing, was already in the public domain via FCA’s own website or the SSG portal. The court held that "the mere fact that information is compiled in a specific way does not make it confidential if the underlying data is public and the compilation lacks a unique character" (at [48]).

The Copyright Infringement analysis was particularly detailed. Under s 109 of the Copyright Act 2021, FCA had to prove originality. The court referred to Asia Pacific Publishing Pte Ltd v Pioneers & Leaders (Publishers) Pte Ltd [2011] 4 SLR 381, noting that originality requires more than just "sweat of the brow."

"FCA’s assertion of copyright over the Works is premised on the effort expended in their creation, but the law requires a degree of individual intellectual effort that results in an original expression" (at [58]).

For the course brochures, the court found that the similarities were "inevitable" given that both parties were describing the same SSG-standardized modules. For the "Course Certificates," the court noted that these were functional documents. The layout and content were largely dictated by industry norms and SSG requirements. Thus, no copyright was infringed.

Finally, the court addressed the Tortious Claims. For the inducement of breach of contract, the court applied Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655, finding that since the underlying ROT clauses were void, there could be no "breach" to induce. As for the conspiracy claim, the court followed SH Cogent Logistics Pte Ltd v Singapore Agro Agricultural Pte Ltd [2014] 4 SLR 1208. FCA failed to prove an agreement between the Defendants to use "unlawful means." The transition of employees to a competitor is a common occurrence in a free market and does not, without more, constitute a conspiracy to injure.

What Was the Outcome?

The High Court dismissed Originating Claim No 183 of 2024 in its entirety against all four Defendants. The court found that FCA had failed to establish the enforceability of its restrictive covenants, failed to prove any actionable breach of confidence, and failed to demonstrate copyright infringement in any of the pleaded works.

The operative conclusion of the court was stated as follows:

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

Regarding costs, the court did not make an immediate order but invited further submissions. The judgment specified:

"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 court also implicitly rejected FCA's claims for damages, which had included:

• Loss of profits estimated at over $23,004.60 based on alleged diverted sales.
• Forensic investigation costs for IT audits.
• Aggravated damages for the alleged conspiracy.

All these claims fell away once the primary causes of action were dismissed. The Defendants were successful on every major point of contention, from the validity of the employment contracts to the subsistence of copyright in business documents.

Why Does This Case Matter?

This judgment is a significant addition to Singapore’s jurisprudence on the "legitimate proprietary interest" requirement for restraint of trade clauses. It clarifies that in the modern, sales-driven economy, standard training on product features and general sales methodology is insufficient to justify a restraint of trade. Practitioners must take note that the "extensive specialised training" exception is a high bar. Employers cannot simply label their internal onboarding or sales coaching as "specialised" to prevent employees from moving to competitors. This protects the "right to work" and ensures that general skills acquired on the job remain part of the employee's own "stock-in-trade."

In the realm of Intellectual Property, the case reinforces the "originality" requirement in the Copyright Act 2021. It is a reminder that functional business documents—especially those governed by regulatory standards like those of SSG—may not attract copyright protection. If the "expression" is dictated by the "function" or by external regulations, the scope for copyright protection is extremely narrow. This prevents companies from using copyright law to gain a monopoly over standard industry practices or regulatory compliance materials.

The case also highlights the evidentiary difficulties in proving a breach of confidence in the age of cloud storage. While FCA had "logs" of Google Drive access, the failure to link that access to a specific, identifiable use of confidential information by the new employer was fatal to the claim. For practitioners, this emphasizes the need for "smoking gun" evidence of use or disclosure, rather than mere access, especially when the information accessed might be considered "borderline" confidential.

Finally, the dismissal of the conspiracy and inducement claims serves as a check on "strategic litigation" by former employers. The court's refusal to find a conspiracy in the absence of clear "unlawful means" protects the ability of competitors to hire experienced staff from each other. In a small, highly competitive market like Singapore's adult education sector, this decision ensures that competition remains robust and that the law of tort is not used to create de facto monopolies over human capital.

Practice Pointers

• Drafting Restrictive Covenants: Avoid "boilerplate" ROT clauses. If relying on "specialised training" as a proprietary interest, ensure the contract specifically identifies the nature of the training and that the training is, in fact, unique and expensive.
• Defining Confidential Information: Contracts should clearly distinguish between general industry knowledge and specific trade secrets. Over-broad definitions of "confidential information" that include public data may be viewed unfavourably by the court.
• Copyright Audits: Companies should ensure that their marketing materials and business forms have a sufficient "creative spark" if they intend to rely on copyright protection. Functional or regulatory-compliant documents are unlikely to be protected.
• Exit Interviews and IT Logs: While IT logs showing access to files are useful, they must be supplemented by evidence of actual misappropriation. Employers should conduct thorough exit interviews and immediately revoke access to sensitive systems upon suspension or termination.
• Conflict of Interest Policies: While FCA successfully terminated the employees for a non-disclosed relationship, this "cause" for termination did not automatically make the post-employment restraints enforceable. Termination for cause and the enforceability of ROT are separate legal hurdles.
• Regulatory Compliance as a Shield: Defendants in the education or highly regulated sectors should look to regulatory requirements (like SSG standards) to explain similarities in materials, which can effectively rebut claims of "copying" or "originality."

Subsequent Treatment

As a decision delivered in late 2025, FirstCom Academy v Oom Academy is currently a primary authority for the proposition that general sales training in the WSQ sector does not constitute a legitimate proprietary interest. It follows the conservative trend in Singapore courts regarding the enforcement of restrictive covenants, emphasizing the protection of employee mobility unless a clear, specific proprietary interest is proven. It has been cited in discussions regarding the "originality" threshold under the new Copyright Act 2021, particularly for functional business works.

Legislation Referenced

• Copyright Act 2021 (2020 Rev Ed): s 109 (Originality and subsistence of copyright)
• Personal Data Protection Act 2012 (No. 26 of 2012): Referenced in relation to the protection of customer data and confidentiality obligations.

Cases Cited

• 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
  • 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
  • Ivenpro (M) Sdn Bhd v JCS Automation Pte Ltd and another [2014] 2 SLR 1045
  • Global Yellow Pages Ltd v Promedia Directories Pte Ltd and another matter [2017] 2 SLR 185
  • Turf Club Auto Emporium Pte Ltd v Yeo Boong Hua [2018] 2 SLR 655
  • SH Cogent Logistics Pte Ltd v Singapore Agro Agricultural Pte Ltd [2014] 4 SLR 1208

Source Documents

• Original judgment PDF: Download (PDF, hosted on Legal Wires CDN)
• Official eLitigation record: View on elitigation.sg