A Singapore company can send a cease and desist letter when a competitor copies its brand, a former employee misuses confidential information or approaches clients, or someone publishes damaging statements about the business. The letter should identify the right you rely on, set out the conduct and evidence, state exactly what the recipient must stop doing and by when, and explain the next step. Before sending, gather proof and check the strength of your rights, because an overstated threat of intellectual property infringement can expose your company to a groundless threats claim under Singapore law.
When is a cease and desist letter the right first step?
A cease and desist letter asks someone to stop specific conduct. It differs from a letter of demand for an unpaid debt, which asks for money. The cease and desist letter is usually the right opening move when:
- you want the conduct to end quickly and cheaply, and the other side may simply not know about your rights;
- you have, or can collect, evidence of what they are doing;
- you are prepared to follow through if they ignore you; and
- the harm is not so urgent that you need to go straight to court.
It may be the wrong first step if the other side is likely to destroy evidence, move assets or rush products to market the moment it is warned. In those cases a lawyer may advise applying to court for urgent relief first, sometimes without notice to the other side. A warning letter would defeat that purpose.
Under the Rules of Court 2021, which apply to civil proceedings started from 1 April 2022, parties have a duty to consider amicable resolution before and during proceedings. A party should make an offer of amicable resolution before starting an action unless it has reasonable grounds not to, and the offer should stay open for at least 14 days unless the parties agree otherwise. A well drafted cease and desist letter that also proposes a sensible settlement can help show that your company took this duty seriously.
Which rights can your company rely on?
The letter is only as strong as the right behind it. Match the conduct to the correct legal basis before anyone starts drafting.
| Situation | Possible legal basis | Evidence to collect first |
|---|---|---|
| Competitor uses a similar name or logo | Registered trade mark under the Trade Marks Act 1998, or passing off if unregistered | Registration certificate and classes, your first use date, screenshots and dated purchases showing their use, any customer confusion |
| Website text, photos or designs copied | Copyright under the Copyright Act 2021 | Original files with metadata, proof of who created them or a written assignment, archived copies of the infringing pages |
| Product copies a patented invention or registered design | Patents Act 1994 or Registered Designs Act 1998 | Patent or design registration, product samples, technical comparison |
| Former employee using client lists or soliciting clients | Employment contract restrictions and breach of confidence | Signed contract, confidentiality clauses, IT access logs, client reports of approaches |
| False and damaging posts about the company | Defamation, or remedies under the Protection from Harassment Act 2014 in suitable cases | Screenshots with URLs, dates and times, who posted, evidence of falsity and of any loss |
For brand disputes, our guide to passing off and protecting an unregistered business name explains what you must prove without a registration. For staff who leave with information, see what a company can do when a former employee takes clients and confidential information. For online attacks, read when a business can sue over fake reviews and posts.
What should the letter say?
A good cease and desist letter is firm, accurate and specific. It should not read like a template. Include:
- Who you are and the right you own. Give the company’s full name and UEN, and identify the trade mark registration number, the copyright work, the contract clause or the confidential information concerned.
- What the recipient is doing. Describe the conduct with dates, URLs, product names or examples. Attach or describe the key evidence.
- Why it is unlawful. Explain briefly how the conduct infringes or breaches your right. Avoid overstating the law.
- What you want. List the specific steps: stop using the sign, take down the pages, return or delete documents, stop contacting named clients, publish a correction.
- Written undertakings. Ask the recipient to confirm in writing that it has done so and will not repeat the conduct. Attach a short draft undertaking if useful.
- A reasonable deadline. Seven to 14 days is common for non-urgent matters. Give a shorter period only where the harm is ongoing and serious.
- The next step. State what your company intends to do if there is no satisfactory response, for example start court proceedings. Only say this if you genuinely intend to.
- A settlement route. Invite a without prejudice discussion or mediation where appropriate.
- A preservation request. Ask the recipient to preserve relevant documents and data.
Mark the main letter “open” so it can later be shown to the court. Put any settlement proposal in a separate letter marked “without prejudice” so it cannot be used against your company as an admission.
What risks does the sender take?
Sending the letter is not risk free. The main risks for the sending company are below.
Groundless threats of intellectual property proceedings
Singapore’s intellectual property statutes let a person aggrieved by threats of infringement proceedings apply to court. The Trade Marks Act 1998 (section 35), the Patents Act 1994 (section 77) and the Copyright Act 2021 (section 499) contain such provisions, and the Registered Designs Act 1998 has a similar remedy. If the threat is not justified, the court can grant a declaration that the threats are unjustifiable, an injunction against further threats, and damages for loss caused. Under the trade mark provision, threats concerning the primary acts of applying the mark to goods or packaging, importing goods or supplying services under the mark are carved out. Merely notifying someone that a registration or copyright exists is not treated as a threat.
The practical point is that a letter to a competitor’s retailers, distributors or customers carries more risk than a letter to the competitor itself. If you are on the receiving end of such a letter, our article on fighting back against groundless threats under section 35 explains the recipient’s options.
Defamation and harassment exposure
A letter that accuses someone of dishonesty, and is copied to their customers, suppliers or online followers, can itself be defamatory or amount to malicious falsehood. Keep accusations factual, send the letter only to the person responsible (and their lawyer, if they have one), and avoid publishing it on social media.
Admissions and weak points
Careless wording can reveal that your registration covers the wrong goods, that you knew of the conduct for years, or that your contract restraint is wider than you can enforce. Each of these may weaken your later case. Check ownership, dates and the exact clause wording first.
Provoking a counterclaim
A trade mark threat can prompt the recipient to apply to revoke or invalidate your registration, for example for non-use. Make sure your own rights are in order before you start a fight.
How should the company prepare before sending?
- Capture evidence. Save screenshots with full URLs, dates and times. Make test purchases and keep receipts. Preserve emails and messages in their original form.
- Confirm ownership. Check that the company, not a founder personally or an outside designer, owns the trade mark or copyright. If a founder holds the mark, document the company’s right to use it before asserting it.
- Identify the right recipient. Confirm the legal entity behind the website or shop through its terms, invoices or a business registry search. Writing to the wrong party wastes time.
- Decide what outcome you want. Removal, an apology, delivery up of stock, compensation, or simply a written undertaking. The demand should match a realistic goal.
- Get board approval. Record the decision to send the letter and any decision to commence proceedings in directors’ resolutions or minutes, particularly if litigation costs will be significant.
- Decide who signs. A letter from the company itself is cheaper. A lawyer’s letter carries more weight and is usually better where intellectual property threats, injunctions or senior staff are involved.
What happens if the letter is ignored?
If the recipient does not reply or refuses, the company must choose its next move. The options usually include:
- A second, final letter setting a short deadline and enclosing a draft of the proposed court claim, if your lawyer recommends it.
- Mediation, which is often quicker and cheaper for brand and former employee disputes.
- Court proceedings for an injunction, damages or an account of profits, and orders for delivery up or destruction of infringing goods where the law allows.
- An interim injunction where the conduct is continuing and damages would not be an adequate remedy. The company will normally need to give an undertaking to pay the defendant’s losses if the injunction turns out to have been wrongly granted.
- Platform takedown requests to online marketplaces or social media platforms under their own reporting tools.
Doing nothing after a strong letter can undermine your position. Delay may be taken into account when a court decides whether to grant urgent relief.
Example: a café chain and a copycat logo
Example: A Singapore café company holds a registered trade mark for its name and logo in the class covering restaurant services. A new outlet opens nearby using a similar name and a nearly identical logo, and customers start tagging the wrong café online. The directors collect photographs, menus and screenshots of the confused posts, confirm that the registration is in the company’s name and in force, and identify the operating company behind the new outlet.
Their lawyer sends an open letter to that operating company only, identifying the registration, describing the use and the evidence of confusion, and asking it to stop using the name and logo within 14 days and sign an undertaking. A separate without prejudice letter offers a transition period for signage. The café does not write to the landlord or the outlet’s food delivery partners, because threats to third parties carry more risk. This example is hypothetical and simplified.
Documents checklist
- Trade mark, patent or design registration details, or proof of copyright creation and ownership
- Dated evidence of the other side’s conduct (screenshots, test purchases, messages)
- Relevant contracts, such as employment contracts, NDAs, licence or distribution agreements
- Evidence of loss or confusion, such as customer messages or lost orders
- Company details of the recipient
- Board resolution or minutes approving the letter
- Draft undertaking for the recipient to sign
Frequently asked questions
Can our company send a cease and desist letter without a lawyer?
Yes. Nothing stops a company writing its own letter, and for simple matters such as copied website text this may be enough. For trade mark, patent or design threats, or where the recipient is likely to resist, a lawyer’s letter is safer because of the groundless threats provisions and the need to frame the claim accurately.
Is a cease and desist letter legally binding?
No. It is a demand, not a court order. Its force comes from the legal right behind it and the credibility of your stated next step. A written undertaking signed by the recipient can, however, be relied on later.
Can we send the letter by email or WhatsApp?
Email is common and creates a clear record. Use the recipient’s official business address and, for important matters, also send a hard copy to its registered office. Messaging apps are informal and better avoided for the main letter.
Should we name the competitor publicly while the dispute is ongoing?
Generally not. Public accusations can lead to a defamation claim and may make settlement harder. Communicate with customers about your own products instead of attacking the other business.
Our trade mark application is still pending. Can we threaten infringement?
Infringement proceedings for a registered trade mark require registration. Until then, consider relying on passing off if you have goodwill, and avoid threatening infringement of a mark that is not yet registered.
Need help with a cease and desist letter?
If your company, or you as a director or shareholder, is dealing with a competitor, former employee or online publisher whose conduct needs to stop, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles intellectual property and commercial disputes. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services