PRISCILLA LIM SUK LING & Anor v AMBER COMPOUNDING PHARMACY PTE. LTD. & Anor
16 cases cited
(12 SG, 4 foreign)
Catchwords
Practice Areas
Counsel (7)
Case Significance
Lim Suk Ling Priscilla and another v Amber Compounding Pharmacy Pte Ltd and another [2024] SGCA 16 was decided by the Singapore Court of Appeal on 20 May 2024, in Civil Appeal No 38 of 2023. The grounds of decision were delivered by Steven Chong JCA, sitting with Sundaresh Menon CJ and Andrew Phang Boon Leong SJ, following the hearing on 26 March 2024. The matter concerned the law of confidence and breach of confidence. The court described the appeal as unusual in one significant aspect: it allowed the appeal even though it found that the judge below had been entirely correct on the issue argued before him. The appellants, Priscilla Lim Suk Ling and UrbanRx Compounding Pharmacy Pte Ltd, had entered into a consent judgment in an action for breach of confidence concerning numerous documents containing confidential information (the "Confidential Information") that were improperly obtained during the first appellant's part-time employment with the respondents, Amber Compounding Pharmacy Pte Ltd and Amber Laboratories Pte Ltd. Prior to the assessment of damages, and given the breadth of the pleadings, the judge had invited the parties to reach an agreement. The appellants were represented by Pereira & Tan LLC, and the respondents by Cairnhill Law LLC.
Summary
SUPREME COURT OF SINGAPORE
20 May 2024
Case summary
Lim Suk Ling Priscilla and another v Amber Compounding Pharmacy Pte Ltd and another [2024] SGCA 16
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Decision of the Court of Appeal (delivered by Justice Steven Chong):
Outcome: The Court of Appeal allowed the appeal against the decision of the General Division of the High Court (the “General Division”) and held that the respondents are only entitled to claim damages for wrongful gain for the upcoming assessment of damages, as the consent judgment between the parties was solely predicated on the unauthorised use of all the confidential information. This rendered moot the issues raised in the appeal, namely, whether a plaintiff is entitled to mount a claim for both wrongful gain and wrongful loss in the same action (the “Narrow Issue”), and whether a plaintiff is entitled to claim for both the wrongful gain interest and wrongful loss interest in respect of the same document (the “Broad Issue”). Nevertheless, the court took this opportunity to express its views and answered the Narrow Issue in the affirmative and the Broad Issue in the negative.
Pertinent and significant points of the judgment
• On the Narrow Issue, there is no impediment to claiming for wrongful loss under the I-Admin (Singapore) Pte Ltd v Hong Ying Ting and others [2020] 1 SLR 1130 (“I-Admin”) test in relation to one set of documents or information, and for wrongful gain under the Coco v A N Clark (Engineers) Ltd [1969] RPC 41 (“Coco”) test for another set of documents or information: at [34].
• On the Broad Issue, a plaintiff cannot seek to vindicate both his wrongful gain and wrongful loss interests in respect of the same sets of documents or information: at [45] and [48].
• In respect of the same document, it is permissible for a plaintiff in a claim for breach of confidence to plead wrongful gain under Coco as his primary claim and wrongful loss under I-Admin in the alternative as this accords with the gap-filling purpose of I-Admin. However, the converse is not applicable because the claim for wrongful loss must be premised on the absence of wrongful gain to begin with: at [49]–[50].
Background
1 The appellants had entered into a consent judgment in an action for breach of confidence with respect to numerous documents containing confidential information which were improperly obtained (collectively, the “Confidential Information”) during the first appellant’s part-time employment with the respondents. The consent judgment expressly provided that the appellants had “unconditionally admit[ted] to the unauthorized use of [the] Confidential Information”. This meant that the respondents’ case was thereafter predicated solely on the unauthorised use of the Confidential Information and rested entirely on the wrongful gain interest.
2 However, the parties did not appreciate the effect of the consent judgment and filed an application, before the assessment of damages, to determine the Narrow Issue of whether a plaintiff is entitled to mount a claim for both wrongful gain and wrongful loss in the same action. The judge in the General Division (the “Judge”) decided the Narrow Issue in the affirmative but however made clear that the parties before him had not argued the Broad Issue of whether a plaintiff is entitled to claim for both the wrongful gain interest and wrongful loss interest in respect of the same document.
3 The appellants sought permission to appeal against the decision of the Judge, and the Appellate Division of the High Court (the “Appellate Division”) took the view that the Broad Issue was in fact live between the parties as it arose from the respondents’ pleadings. Thereafter, the appeal was transferred from the Appellate Division to the Court of Appeal to decide the Narrow and Broad Issues on the premise that a decision on both issues would be to the public advantage.
Decision of the court
4 Since the respondents are only left to pursue the wrongful gain interest in light of the terms of the consent judgment, the Narrow Issue was rendered moot by the terms of the consent judgment. Furthermore, the Broad Issue which the Judge noted was not argued before him, and which the Appellate Division identified for determination, likewise became academic since it contemplated a pending claim for both the wrongful gain and wrongful loss interests with respect to the same set of documents: at [7] and [44].
5 The court nevertheless took this opportunity to express its views on the Narrow and Broad Issues. On the Narrow Issue, there is no impediment to claiming for breach of confidence under the I-Admin approach in relation to one set of documents or information, and under the Coco approach for another set of documents or information. However, whether the court would ultimately award damages for wrongful gain and wrongful loss with respect to different categories of documents is a function of the evidence before the court: at [34] and [39].
6 On the Broad Issue, the modified approach in I-Admin was intended to address a specific lacuna in the law at that time, which prevented a plaintiff from obtaining a remedy where a defendant wrongfully accesses or acquires confidential information but does not use or disclose the same. It is only in such situations that the I-Admin approach is meant to apply to vindicate the wrongful loss interest. In contrast, in situations where the third element of the Coco test is satisfied and the wrongful gain interest is accordingly vindicated, there is no lacuna and the I-Admin test does not apply. It therefore follows that claims for the vindication of the wrongful gain interest are mutually exclusive with claims to vindicate the wrongful loss interest in respect of the same document or piece of information: at [45] and [48].
7 Hence, where the plaintiff’s case is that the third limb of the traditional Coco test is satisfied, he should typically proceed under the Coco test which is geared towards the wrongful gain interest. Where there is no use made of the confidential information and/or no resulting detriment, but the confidential information was nevertheless accessed without authorisation, the plaintiff can proceed under the modified test in I-Admin to seek a remedy to reflect the interest he has in preventing the wrongful diminution of the confidentiality of his information: at [45].
8 Precluding the application of the I-Admin test in situations where the Coco test is already satisfied would not deprive a plaintiff of the full measure of damages to which he is entitled. The introduction of the modified approach in I-Admin was not intended to turn the Coco test on its head. It certainly does not change the types of remedies and measures of damages that were available in a claim for breach of confidence under the traditional approach, and the principles which were previously instructive in that regard would continue to be relevant: at [46].
9 It is permissible for a plaintiff in a claim for breach of confidence to plead wrongful gain as his primary case and wrongful loss in the alternative as this accords with the gap-filling purpose of I-Admin. However, the converse is not applicable: it would be incongruous for a plaintiff to plead wrongful loss as his primary claim and wrongful gain in the alternative because the claim for wrongful loss is premised on the absence of unauthorised use to begin with. A plaintiff cannot equivocate by first alleging that there was no authorised use of the confidential information and/or resulting detriment and thereafter, on the contrary, mount an inconsistent secondary case that there was in fact unauthorised use and resulting detriment: at [49]–[50].
10 Finally, the court reiterated the dicta in Writers Studio Pte Ltd v Chin Kwok Yung [2023] 4 SLR 814 (at [135]) that “counsel should take care to plead with specificity, whether they are proceeding on the basis of the ‘wrongful loss’ or ‘wrongful gain’ interest” in situations where the claim involves many documents each containing different confidential information. Moreover, as the controversy as to whether a plaintiff is entitled to claim wrongful gain and/or wrongful loss typically arises in the context of an assessment of damages flowing from a judgment, the court emphasised that counsel should also bear in mind the effect of a judgment on a plaintiff’s claims for wrongful gain or wrongful loss: at [51].
This summary is provided to assist in the understanding of the Court’s judgment. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s judgment.
What was Lim Suk Ling Priscilla v Amber Compounding Pharmacy [2024] SGCA 16 about?
It was a Singapore Court of Appeal decision dated 20 May 2024 on the law of confidence. The appellants, Priscilla Lim Suk Ling and UrbanRx Compounding Pharmacy, had entered a consent judgment over confidential information improperly obtained during the first appellant's part-time employment with the Amber respondents.
Why did the Court of Appeal call [2024] SGCA 16 an unusual appeal?
Steven Chong JCA explained that the court allowed the appeal even though it found the judge below was entirely correct on the issue argued before him. The grounds of decision in Civil Appeal No 38 of 2023 were delivered on 20 May 2024 to explain this development.
Cases Cited (16)
SG (3)
[2001] SGHC 77 [2023] SGHC 241 [2023] SGHC 317
SLR (9)
[1992] 3 SLR(R) 841 [2005] 1 SLR(R) 28 [2015] 1 SLR 163 [2020] 1 SLR 1083 [2020] 1 SLR 1130 [2022] 2 SLR 280 [2022] 5 SLR 805 [2023] 4 SLR 814 [2024] 3 SLR 1098
UK (4)
[1967] 1 WLR 923 [1967] Ch 302 [1986] 1 WLR 1419 [2001] 2 WLR 992
Referenced in
Legal concepts & references
Judgment
Read the full judgment on the official Singapore Courts portal.
Read on eLitigationSource: eLitigation ([2024] SGCA 16)