JUDGMENT

(After Trial)

Azlan Sulaiman J:

A. Introduction

[1] This is the court's judgment after the full trial of:

(i) the action by Inhome Group Sdn Bhd ("Inhome"):

(a) against Kuan Kok Han ("Kuan") for breach of contract, breach of duty of fidelity and breach of confidence;

(b) against Dream Home Structural Works Sdn Bhd ("Dream Home") and Kuan for copyright infringement; and

(c) against Dream Home and Kuan for unlawful interference with trade; and

(ii) the action by counterclaim by Dream Home against Inhome, Mr Awning Sdn Bhd ("Mr Awning") and Chong Chan Yip ("Chong") for passing off;

(iii) the action by counterclaim by Dream Home against Inhome, Mr Awning and Chong for unlawful interference with trade;

(iv) the action by counterclaim by Dream Home against, Mr Awning for invalidation of Trademark No: TM2023029030 registered on 26 September 2023;

(v) the action by counterclaim by Kuan against Inhome for:

(a) 1% of Inhome's monthly revenue from its branches in Johor Bahru, Penang, Ipoh, Melaka, Seremban and Batu Pahat for the period of January 2020 to December 2022; and

(b) 10% of Inhome's annual net profit from 2017-2022.

B. Inhome v. Kuan, For Breach Of Contract, Breach Of Duty Of Fidelity And Breach Of Confidence

[2] I have decided to deal with these three claims together because of the overlaps in the factual allegations that founded them.

Salient Facts

[3] Since its incorporation on 17 November 2014, Inhome has over the years become progressively engaged in the business of the design, manufacture, sale and installation of awnings for residential and commercial properties.

[4] Kuan had been employed by Inhome as a Sales and Marketing Manager from 1 December 2015 to 15 December 2022, and had, during the course of his employment with Inhome, purchased a 1% shareholding in Inhome.

[5] Kuan's Letter of Employment dated 1 December 2015 ("Employment Contract") and a Non-Disclosure Agreement dated 22 March 2021 that he signed ("NDA") bound him to loyalty and confidentiality to Inhome. The Employment Contract expressly provided, inter alia:

"GENERAL CONDUCT

You are expected to perform your duties assigned to you in a loyal, efficient, trustworthy and honest manner. You are not in any way to indulge yourself in conflict of interest for the company either inside or outside of the company."

[6] The NDA expressly provided, inter alia:

"2.1 The Employee agrees to only use the Confidential Information and to use it only for the purpose of discharging its duties, employment duties and/or performing of its services to the Company and/or on behalf of the Company ("Services"). The Employee agrees not to disclose such Confidential Information to any third parties unless directed to do so by the Company, and with the Company's prior written consent. The Employee agrees not to use the Confidential Information in whole or in part for the personal benefit of the Employee or other establishment other than for the Company. The Employee shall not, nor shall its agents, affiliates or employees, directly use, disclose or disseminate any Confidential Information disclosed to any person or organization other than the Company.

2.2 The Employee shall strictly maintain the confidentiality of the Confidential Information and shall not disclose, reveal, divulge, furnish, or make accessible the said Confidential Information to any third party, or use for any unauthorised purpose without the Company's prior written consent.

2.3 The Employee shall use all reasonable efforts and exercise utmost diligence to protect and safeguard the Confidential Information against disclosure to any third party with the same degree of care as exercised with its own information of a similar confidential nature (if any).

2.4 Where and when the Employee discloses the Confidential Information to a third party with the Company's prior written consent (pursuant to the preceding paragraph), the Employee shall impose the same level and duty of confidentiality as specified by this Agreement, on such third party.