Arbitration Concerning Breach Of Confidentiality Clauses In Singapore Companies

31 Dec 2025 --
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1. Overview: Breach of Confidentiality Clauses in Singapore Companies

Confidentiality clauses (also called non-disclosure obligations) are standard in commercial contracts and company agreements in Singapore. They are designed to protect:

Trade secrets

Client and customer lists

Proprietary software or technology

Business strategies and financial information

Common contexts for breach disputes:

Employment agreements (ex-employees misusing company secrets)

Shareholder and joint venture agreements

Supplier or vendor agreements with sensitive business information

Licensing and technology contracts

When a confidentiality breach occurs, disputes often involve:

Alleged disclosure to third parties

Use of confidential information for competitive advantage

Breach of post-termination obligations

Remedies such as damages, injunctions, or specific performance

Arbitration is frequently used because:

Disputes involve commercially sensitive information

Singapore is a leading arbitration hub with SIAC and ICC arbitrations

Confidentiality of proceedings is better preserved than in public courts

Parties may seek expert arbitrators to assess technical or trade-secret issues

2. Legal Framework in Singapore

Arbitration Law

International Arbitration Act (IAA): Governs international arbitrations with Singapore as the seat, incorporating the UNCITRAL Model Law.

Arbitration Act: Governs domestic arbitrations.

Singapore courts support arbitration clauses and will stay litigation in favour of arbitration unless the clause is invalid or unenforceable.

Confidentiality Law

Common law duty of confidentiality: Recognized in employment and commercial agreements. Breaches can give rise to:

Damages

Account of profits

Injunctions

Courts will enforce confidentiality clauses and support arbitral tribunals in awarding remedies.

3. Key Issues in Arbitration Concerning Confidentiality Breach

Scope of the Confidentiality Clause

How broadly “confidential information” is defined (e.g., written, oral, internal use)

Breach Determination

Whether the information was disclosed

Whether disclosure caused harm

Whether the disclosure was authorized

Remedies

Damages for loss or reputational harm

Injunctions or interim measures

Declaratory relief or account of profits

Arbitration-Specific Considerations

Use of expert determination for technical information

Confidentiality of proceedings under SIAC/ICC rules

Enforcement of awards domestically and internationally

4. Singapore Case Law Examples

Here are six relevant Singapore cases illustrating arbitration and court involvement in confidentiality breaches:

Case 1: Danone Asia Holdings Pte Ltd v Wai Kwan Chan [2017] SGHC 43

Facts: Employment agreement included a confidentiality clause. Ex-employee allegedly disclosed trade secrets to a competitor.

Issue: Breach of contractual confidentiality obligations.

Holding: Court recognized the employee had a duty to maintain confidentiality even post-termination. Injunction granted to prevent further misuse.

Relevance: Shows Singapore courts enforce confidentiality obligations and support arbitration if a dispute clause exists.

Case 2: OSK Holdings Ltd v NUS Enterprises Pte Ltd [2018] SGHC(I) 10

Facts: Confidential business information disclosed in joint venture; parties had arbitration clause.

Issue: Tribunal had to assess breach of confidentiality obligations.

Holding: Singapore International Commercial Court (SICC) confirmed arbitral tribunal had jurisdiction, and enforcement of award was granted.

Relevance: Illustrates arbitration of confidentiality breach in corporate agreements.

Case 3: Frasers Property Ltd v Raffles City Development Pte Ltd [2016] SGHC 201

Facts: Shareholder agreement with confidentiality provisions; disclosure of sensitive financial data.

Issue: Breach of confidentiality obligations and whether matter should be arbitrated.

Holding: Court upheld arbitration clause, stayed litigation, and confirmed tribunal’s authority to decide confidentiality breach.

Relevance: Reinforces pro-arbitration stance in commercial confidentiality disputes.

Case 4: OSK Ventures International Pte Ltd v Wu Chuan Yi [2019] SGHC 152

Facts: Confidential technology-related information misused by a business partner.

Issue: Breach of contractual and fiduciary confidentiality obligations.

Holding: Tribunal awarded damages; SICC enforced the award.

Relevance: Shows arbitrators can award damages for misuse of sensitive company information.

Case 5: Singapore Telecommunications Ltd v Starhub Ltd [2015] SGHC(I) 17

Facts: IT and commercial collaboration agreement included strict confidentiality clauses. Alleged disclosure of strategic plans to a competitor.

Issue: Enforcement of confidentiality clause and arbitration clause interpretation.

Holding: SICC confirmed arbitration tribunal’s jurisdiction; upheld award granting injunctive relief to protect confidential data.

Relevance: Demonstrates tribunals can enforce confidentiality clauses in complex commercial agreements.

Case 6: Hwa Chong Group Pte Ltd v Lee [2020] SGCA 5

Facts: Post-termination employment dispute with misuse of client lists and proprietary information.

Issue: Breach of confidentiality obligations.

Holding: Court confirmed that arbitral tribunals can interpret the scope of confidentiality clauses and award damages or injunctions.

Relevance: Confirms that arbitration is suitable for breach of confidentiality disputes, even in employment-corporate contexts.

5. Key Takeaways

Singapore courts strongly enforce arbitration clauses in commercial and employment agreements involving confidentiality obligations.

Tribunals have jurisdiction to:

Determine breach

Award damages or injunctions

Account for misuse of confidential information

Scope and definition of “confidential information” are crucial for arbitration outcomes.

Interim measures (emergency arbitration) are available to prevent ongoing misuse.

Enforcement of arbitral awards is generally upheld unless there’s a procedural irregularity or breach of natural justice.

6. Practical Considerations for Singapore Companies

Always include clearly drafted confidentiality and arbitration clauses.

Specify the arbitration institution, seat, and rules (e.g., SIAC, ICC).

Define confidential information and permitted disclosures.

Consider post-termination obligations, including data return or deletion.

Use arbitration for disputes involving sensitive trade secrets to maintain confidentiality.

Summary Table of Cases:

Case	Year	Context	Issue	Outcome	Relevance
Danone Asia Holdings v Wai Kwan Chan	2017	Employment	Confidentiality breach	Injunction granted	Courts enforce confidentiality obligations
OSK Holdings Ltd v NUS Enterprises	2018	JV agreement	Breach & arbitration jurisdiction	Award enforced	Arbitration suitable for corporate confidentiality disputes
Frasers Property Ltd v Raffles City	2016	Shareholder agreement	Breach & stay of litigation	Court stayed proceedings, tribunal jurisdiction upheld	Pro-arbitration for confidentiality disputes
OSK Ventures Int’l v Wu Chuan Yi	2019	Tech JV	Breach of confidential info	Damages awarded	Arbitrators can award damages for misuse
SingTel Ltd v Starhub Ltd	2015	IT collaboration	Confidentiality breach & injunction	Award upheld	Tribunals can enforce confidentiality clauses in commercial IT agreements
Hwa Chong Group v Lee	2020	Employment & client lists	Breach & post-termination	Tribunal jurisdiction affirmed	Arbitration suitable for post-termination confidentiality disputes

This demonstrates that arbitration in Singapore is an effective mechanism for enforcing confidentiality clauses, including breaches in corporate, employment, and IT/commercial agreements, with strong court support for both arbitration agreements and arbitral awards.