IEM SA & Anor v Flowbird Malaysia Sdn Bhd

Appellant(s): Iem Sa

Respondent(s): Flowbird Malaysia Sdn Bhd

• YA Datuk Supang Lian
• YA Dato' Lim Chong Fong
• YA Dato Alwi Bin Abdul Wahab

• The respondent, a provider of car parking solutions, initiated a suit against its former employees (the first and second defendants) and a competitor (the third defendant) for breach of confidential information, breach of fiduciary duty, and conspiracy to injure.
• While still employed, the former employees allegedly disclosed the respondent's confidential business information, including project details, pricing, and market strategies, to the third defendant, a competitor.
• Following their resignations, the former employees established a company related to the third defendant, which subsequently secured car parking solution projects in New Zealand and Indonesia that the respondent had previously been involved with or bidding for.

• Whether the High Court erred in finding that confidential information belonging to the respondent existed, was communicated under an obligation of confidence, and was used unauthorisedly to the respondent's detriment.
• Whether the High Court correctly found the former employees liable for breach of fiduciary duties and employment contracts, and all defendants liable for unlawful conspiracy to injure the respondent.
• Whether the High Court's assessment of damages for the terminated Rotorua project was appropriate and if the respondent's pleadings for conspiracy were sufficiently established.

• The Court of Appeal upheld the High Court's findings that confidential information was misused, fiduciary duties were breached by the former employees, and an unlawful conspiracy to injure the respondent existed, finding no "plainly wrong" errors in the High Court's factual appreciation.
• The Court affirmed that the former employees, as directors and employees, owed fiduciary duties and a duty of fidelity, which they breached by disclosing confidential information to a competitor, who was a recipient with notice.
• The appeal was allowed in part, reducing the damages awarded for the Rotorua project from USD253,321.30 to USD51,610.00, as the respondent was only entitled to loss of profit, not gross sales turnover; all other aspects of the High Court's judgment were affirmed.