The unauthorized use of confidential information by former employees for personal gain constitutes a breach of confidence and conspiracy to injure the employer.

JUDGMENT

(Breach Of Confidence)

Kenneth St James JC:

Preliminaries

[1] This trial took five evidence-gathering days. Those dates were 30 September 2020, 12 October 2020, 1 November 2022, 2 November 2022, and 14 November 2022. I started hearing this matter as a part-heard trial, from 1 November 2022 (from day three).

Prelusion

[2] This case is about a company's former employees allegedly using the company's confidential information (information that is exclusive to the company) for the employees' own benefit and the benefit of the company which they set up to do a similar business in the same industry.

Plaintiff's Causes Of Action

[3] The plaintiff's causes of action are for breach of confidence and conspiracy to injure.

Parties And Positions

[4] The plaintiff (OTL) provides cross-border transportation and warehousing services. OTL's business spans across nine countries in Southeast Asia and China. By 2018 (the material time), OTL had been in this business for 29 years.

[5] The first defendant (D1) was OTL's marketing manager. He identified new customers in Southeast Asia for cross-border trucking services.

[6] The second defendant (D2) was OTL's general manager. He managed OTL's business. He managed price-related matters, cargo routes and insurance.

[7] The third defendant: Euroasia Total Logistics Sdn Bhd (ETL) is in the same business as OTL. ETL was incorporated in August 2018 (28 August 2018).

[8] D1 worked for OTL from April 2016 to September 2018 (18 September 2018).

[9] D1 was ETL's founding director. He was the director since ETL's incorporation date: 28 August 2018.

[10] D2 worked for OTL from March 2009 to July 2018 (3 July 2018).

[11] D2 joined ETL in October 2018 (1 October 2018). D2 joined ETL approximately one month after its incorporation.

[12] D1 is ETL's chief executive officer (CEO). And D2 is ETL's chief operating officer (COO).

[13] I will refer to D1 and D2 together as "D1D2".

Issues To Be Tried

[14] The agreed issues to be tried are:

(1) whether D1D2's use or disclosure of OTL's confidential information and documents (CIAD) for D1D2's benefit or ETL's benefit, without OTL's authorisation or consent, is a breach of D1D2's duty of confidentiality to OTL. I will refer to this cause of action as "breach of confidence".

(2) whether D1D2's use or disclosure of OTL's CIAD for ETL's operations constitutes a tort of conspiracy to injure OTL.

(3) if the answer to either or both of these issues is yes, then whether OTL is entitled to the reliefs and remedies prayed for.

OTL'S Reliefs And Remedies

[15] OTL prayed for reliefs and remedies that include:

(1) a permanent injunction to restrain D1D2 and ETL, and persons associated with them, such as agents or servants, from dealing with or divulging OTL's CIAD;

(2) an order to compel D1D2 and ETL, and persons associated with them, such as agents or servants, to "remove or recover" OTL's CIAD which D1D2 and ETL have "retained or disclosed";

(3) an order that D1D2 and ETL affirm an affidavit giving the particulars of "where" they "divulged" OTL's CIAD (quoting the words used by OTL);

(4) an order to compel D1D2 and ETL to deliver OTL's CIAD which are in their possession to OTL, and to give an undertaking that they no longer have OTL's CIAD;

(5) an order that ETL ceases operations;

(6) for damages to be assessed;

(7) an order to pay the amount of damages assessed.

OTL's Confidential Information And Documents

[16] OTL's CIAD, as pleaded in paras 54 to 59 of its statement of claim, include:

(1) particulars of OTL's shippers' and consignees' addresses;

(2) OTL's business proposal and powerpoint presentation (created in August 2017) on the new routing and solutions in China, and the standard operation procedures (SOPs) for cargo storage;

(3) rates and price quotations for railroad services;

(4) particulars of OTL's trucking arrangements in Myanmar, with the number of customers and potential customers;

(5) particulars of OTL's business arrangements with its customers;

(6) particulars of OTL's customers and agents, and i