The court dismissed all claims by the plaintiffs against the defendants, finding insufficient evidence for breach of contract, fiduciary duties, inducement, confidence, defamation, passing off, and copyright infringement, while upholding the counterclaim for unlawful termination.

JUDGMENT

Azlan Sulaiman JC:

[After Full Trial]

A. Introduction

[1] By this action, the Plaintiffs (P1 & P2) bring multiple actions against the Defendants (D1 to D5). In summary, the causes of action are:

(i) Breach of contract and/or fiduciary duties, against D1 to D4;

(ii) Tort of inducement to breach of contract, against D1 and D2;

(iii) Breach of confidence, against D1

(iv) Defamation, against D5;

(v) Passing off, against D1 and D5; and

(vi) Copyright infringement against D1.

[2] D1 counterclaims against P1 for wrongful termination of contract.

[3] This Judgment is after a full trial of the Plaintiffs claims and the D1 !s counterclaim. In their Written Submissions, the Plaintiffs had abandoned several claims against some of the Defendants. Thus, this Judgment will deal with the remaining claims in turn in the following parts:

B: Breach of contract and/or fiduciary duties, against D1 and D2

C: Breach of contract and/or fiduciary duties, against D3 and D4

D: Tort of inducement to breach of contract, against D1 and D2

E: Breach of confidence, against D1

F: Defamation, against D5

G: Passing off, against D1 and D5

H: Copyright infringement, against D1

I: D1's counterclaim for wrongful termination of contract

[4] In part J of this Judgment, I will set, in summary, the conclusions and the relief ordered.

B. Breach Of Contract And/Or Fiduciary Duties: D1 And D2

[5] P1 is a direct-selling company, which basically means that its products are predominantly distributed and directly sold to the general public through its authorised distributors who sign up with it. Those who sign up with P1 as its authorised distributors are remunerated according to PTs Detailed Compensation Plan by the amount/volume of PTs Products that they sell and distribute. Some of the more active and entrepreneurial authorised distributors develop a whole business out of PTs business plan by recruiting (sponsoring) other members of the public to become part of their 'network' of authorised distributors. Those recruited / sponsored are commonly referred to as "downlines". These more entrepreneurial authorised distributors can reap remuneration on a much larger scale because it would be based on the sale and distribution of the 1st Plaintiffs products through that network, not only by themselves personally but also by their downlines. P1 's Detailed Compensation Plan also provides for other bonuses and commission as incentives for distributors to increase and multiply their earnings.

[6] However, the advantage is not one-sided. One of the many benefits to P1 from this 'network-selling' of their products is that it can reap great profits and at the same time avoid the investment, costs and pit-falls normally associated with setting-up and managing multiple conventional stores to sell and distribute its products.

[7] Pi's Products include body care shampoo, facial cleanser, hand sanitiser, essential oils of various fragrances, etc. However, the sole product we are concerned with here is one known as an 'Ionized Nano Copper 16K Solution'. P1 granted P2 exclusive rights to market, sell, supply and distribute that Ionized Nano Copper 16K Solution, which was re-packaged and re-named as "iDefender-INC Solution" ("iDefender Product").

[8] The usual prerequisites for an action for breach of contract are the existence of a contract, the terms of the contract alleged to have been breached, and the acts of the defendant which are alleged to have breached that contract.

The Alleged Contracts

[9] For their claim for breach of contract against D1 and D2, the Plaintiffs identify the following two as being the alleged contracts (collectively, "the Contracts"):

(i) Pi's E&F Policies and Procedures ("E&F Policy") that all authorised distributors personally accept electronically when signing up to become an authorised distributor of Pi's Products; and

(ii) An Independent Master Distributorship and Business Development Agreement between P1 and D1 ("MDA") by which P1 additionally appointed D1 as a Master Distributor