I-Admin (Singapore) Pte Ltd v Hong Ying Ting
[2020] SGCA 32
imports a broader, more fundamental, equity-based rationalisation for the
protection of confidentiality: an “obligation of conscience is to respect the
confidence [of the relevant information], not merely to refrain from causing
detriment to the plaintiff.” (Smith Kline & French Laboratories (Australia) Ltd
and others v Secretary, Department of Community Services and Health (1990)
17 IPR 545 (“Smith Kline”) at 584). It places defendants under a duty; they are
“bound” not to deal with confidential information in a manner that adversely
affects their conscience. Depending on the circumstances under which the
obligation arises, this duty may extend beyond refraining from acts of
unauthorised use or disclosure. The language of “conscience” reflects an interest
in “prevent[ing] … a wrong” (Prince Albert at 1179), and protecting plaintiffs
from any kind of improper threat to the confidentiality of their information.
52
The importance of the “conscience” in an action for breach of
confidence has also been discussed in our jurisprudence. Adinop Co Ltd v
Rovithai Ltd and another [2019] 2 SLR 808 concerned, among others, an action
for breach of the obligations of confidentiality. Adinop Co Ltd (“Adinop”)
alleged that the respondent companies had misused confidential customer
information that had been shared with them for purposes specified under a
confidentiality agreement. In finding that the first respondent was under an
obligation of confidence, we made reference to the first respondent’s
“conscience” being “bound” against the use of Adinop’s confidential
information for collateral purposes, noting that the “intervention of equity
ultimately depends on conscience” (at [89]).
53
Gathered from the foregoing discussion, we consider that a second
distinct interest guides the operation of breach of confidence claims. Besides a
plaintiff’s wrongful gain interest, the law is also interested in protecting a
plaintiff’s interest to avoid wrongful loss (“wrongful loss interest”), which is
25
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