Goodwill hunting with pre-trading activity in Singapore

Singapore’s law of passing off has evolved from the rigid ‘hard-line’ approach associated with English cases. While the Singapore court continues to insist on local goodwill – that is, the ‘attractive force which brings in custom’ – it also accepts that goodwill may, in appropriate circumstances, be generated before first sale through credible, public-facing steps to enter the market. Two recent decisions, Hangzhou Pingpong Intelligent Technology v Speedy Trade Finance (2025) and Yang Qiang v Gallop APAC (2025), illustrate the contours of the softened framework in practice and where its doctrinal boundaries remain.

The starting point remains orthodox. Reputation per se is not goodwill, and foreign traders must show a Singapore nexus that attracts customers, not merely attention. But the Court of Appeal decision in Staywell Hospitality v Starwood Hotels (2014) affirmed that goodwill can be established by pre-trading activity that evinces an unequivocal intention to enter the Singapore market and is directed at generating demand. This is not a departure from the requirement of local custom. Rather, it is an acknowledgement that in modern marketplaces, custom can be credibly cultivated before any sale is made.

In Hangzhou Pingpong, the opponent had not begun trading in Singapore by the relevant date for the opposition under Section 8(7)(a) of the Trade Marks Act 1998, on the ground of passing off.

However, the tribunal held that the opponent had crossed the goodwill threshold through pre-launch conduct that was both sufficiently public and proximate to market entry. The tribunal accepted that the opponent’s activities constituted meaningful publicity aimed at building demand for its incoming payment services.

Key indicia included:

• The securing of Singapore “.sg” domains linked to the brand;

• The establishment of a local subsidiary with salaried staff;

• The leasing of physical premises in the financial district;

• The regulatory progress towards a Major Payment Institution licence from the financial regulator; and

• The participation in Singapore’s flagship fintech ecosystem through conference presence and confirmed booking for a subsequent annual edition.

Collectively, this demonstrated a clear, unequivocal intention to enter the Singapore market, and conduct directed at generating customer-oriented market traction rather than internal preparation alone. While no revenue had yet been generated, the tribunal found the opponent’s public profile and market-readiness signals aligned with Singapore’s concept of goodwill as the ‘attractive force’ that draws in custom, satisfying the Staywell criteria even prior to first sale.

By contrast, Yang Qiang provides a useful negative illustration. The claimant admitted it had no customers and sought to recast goodwill as its attractiveness as a customer to prospective suppliers. The High Court rejected this reformulation. It emphasised that goodwill is defined by attraction to customers, not by attractiveness as a customer. To accept the claimant’s argument would collapse the distinction between goodwill and reputation, allowing any entity that generated commercial interest from vendors or partners to claim goodwill despite lacking buyers.

Read together with Hangzhou Pingpong, the message is clear. While Singapore’s doctrine is flexible at the frontiers of market entry, it remains firmly anchored to customer-facing attraction rather than commercial reputation. Pre-trading can bridge the gap from reputation to goodwill, but not if the bridge is built on supplier interest or investor buzz.

These decisions do not relax Singapore’s requirement for a local goodwill nexus. Instead, they illuminate the kind of market-entry conduct that can substantiate goodwill where revenue has not yet materialised. In a commercial environment where launch cycles and licensing approvals frequently precede first sales, the cases demonstrate that suitably public, demand-oriented activity can meaningfully establish that nexus.

Where the record shows real market pull signals, rather than inward-facing procurement or supplier interest, the goodwill threshold may be met even pre-revenue. Conversely, where such signals are missing or mischaracterised as vendor attraction, the claim collapses at the outset.

Two points further bolster the framework’s practical application.

First, timing matters. The ‘relevant date’ acts as a fixed reference point that anchors the assessment. Evidence must show that the mark was already generating actual interest from Singapore consumers at that point.

Second, reputation is not a substitute. Even a widely recognised name or strong media presence does not, without more, establish goodwill. The question is always whether there is contemporaneous proof that Singapore customers – rather than suppliers, collaborators, or partners – were being drawn to the business.

For brand owners preparing to enter Singapore, the central implication is strategic. Market entry should be treated as a goodwill-building exercise, not merely an operational one. A launch plan built primarily around operational set-up may be commercially vital, but it does not, without more, establish goodwill. By contrast, conduct that is visible to the market and framed around imminent availability of services or goods to Singapore consumers is more likely to align with the principles applied in Hangzhou Pingpong.

For respondents in registry or court proceedings, Yang Qiang reinforces a straightforward doctrinal limit that goodwill cannot be established by pointing to interest from suppliers, partners, or investors alone. Where a passing-off claim is built on supplier or investor attention rather than customer attraction, those facts may show reputation, but they do not support a finding of goodwill under Singapore law.