Asmabi Mohamad JC:

Background

[1] This action was filed by the plaintiff who was a member of the Selangor Turf Club ("the Club") on behalf of himself and other members of the Club against the first to the seventh defendants ("1^st to 7^th defendants") for breach of fiduciary duties and/or breach of duty of care and or breach of trust involving the purchase of RM30 million worth of shares in a company known as Fountain View Development Bhd from May 2004 to August 2004 ("the said Shares"). The action against the eighth defendant was in his capacity as the public officer of the Club, which action, was filed pursuant to s 9(c) of the Act. In his Statement of Claim ("SOC") the Plaintiff claimed that the purchase of the said shares was ultra vires and/or in breach of the Constitution and the Rules of the Club. The plaintiff prayed for the following relief:

a) A declaration that the purchase of the said shares was ultra vires the Constitution and the Rules of the Club;

b) A declaration that the 1^st to 7^th defendants acted in breach of trust in causing the Club to purchase the said shares;

c) Alternatively, a declaration that the 1^st to 7^th defendants acted in breach of fiduciary duty in causing the Club to purchase the said shares;

d) In further alternative, a declaration that the 1^st to 7^th defendants acted negligently in causing the Club to purchase the said shares;

e) An Order for the 1^st to 7^th defendants to furnish an account of all trust monies pertaining to the said purchase and their subsequent sale;

f) An order for the 1^st to 7^th defendants to fully reimburse the Club for all loses suffered by the Club as a result of the purchase of the said shares; and

g) General, aggravated and exemplary damages, costs and other relief this Court deemed fit.

[2] This case proceeded by way of a full trial with two witnesses having testified for the plaintiff and three witnesses for the defendants. After having given much consideration to the evidence, both documentary as well as testimonial, and the submissions by the learned Counsels for the respective parties I found that the plaintiff had failed to prove his case on the balance of probabilities. Hence on 28 May 2012 I dismissed the plaintiff's claim with costs. After hearing both the learned Counsels on the issue of costs I ordered for the plaintiff to pay costs of RM100,000.00 to the 1^st till the 7^th defendants and RM15,000.00 to the 8^th defendant respectively.

[3] Aggrieved by the said decision the plaintiff appealed to the Court of Appeal Malaysia against the whole of the said decision.

The Documents

[4] At the outset of the trial parties have agreed for the following documents to be used :

The Parties

[5] The plaintiff in this action is a member of the Club which was registered under the Societies Act 1966 (Act 335) ("Act"). The 1^st to 7^th defendants were at all material times elected as the Committee Members of the Club for the years 2003-2005 ("the Committee"). The 8^th defendant was at all material times the General Manager and the most senior full-time employee cited herein in his capacity as the public officer of the Club pursuant to s 9(c) of the Act. The plaintiff commenced this action on behalf of all the members of the Club save for all the 1^st to 7^th defendants cited herein who were sued in their capacities as the Committee of the Club and the 8^th defendant as a public officer of the Club respectively. The 1^st defendant was the Chairman of the Committee and the 2^nd defendant was the Deputy Ch