The establishment of conspiracy requires clear evidence of agreement and intent to harm, which was lacking in this case.

Hasnah Mohammed Hashim J:

Background

The Parties

[1] The 1st Plaintiff ("ALCIM Holding") is the holding company of the 2nd Plaintiff holding 127,500 shares (51%) of the shareholding in that company. ALCIM Holding is primarily an investment holding company with no independent business of its own except for its investment in the 2nd Plaintiff.

[2] ALCIM Holding's shareholders are as follows: (a) The 1st Defendant ("Toralf") 72,500 shares (b) Rozila Binti Mat Tahir ("Rozilah") 105,000 shares (c) Jacob a/l George ("Jacob") 72,500 shares

[3] The Directors of ALCIM Holdings are as follows:

(a) Thomas George

(b) Mardina Binti Ismail

(c) Louise Paul a/l Joseph Paul

(d) Susan Shireen Thomas

(e) Rozilah

(d) Jacob

(e) Toralf

(f) Jayanth (2nd Defendant) (resigned on 12 September 2011).

[4] The 1st Defendant (Toralf) is a director of both the 1st Plaintiff and the 2nd Plaintiff. He was also the Chief Executive Officer of the 2nd Plaintiff. The 2nd Defendant (Jayanth) was a director of ALCIM Holding from 16 April 2010 to 12 September 2011 and employed as Chief Operations Officer of the Alcim Sdn Bhd.

[5] The 3rd to 7th Defendants were employees of the 2nd Plaintiff,

(a) The 3rd Defendant (Harynah) was employed as Manager, Finance and Accounts;

(b) The 4th Defendant (Sharon) was employed as Manager, Supply Chain;

(c) The 5th Defendant (Syahmi) was employed as Project Manager;

(d) The 6th Defendant (Sunitha) was employed as Manager, Information Technology/Information Systems; and

(e) The 7th Defendant (Chan) was employed as Manager, Business Processes.

[6] The 8th Defendant (Muralee) is a practicing lawyer who is a partner of the firm of the 10th Defendant (Jaffar & Menon). The 9th Defendant (Rubiah) is Muralee's wife and is also a partner of Jaffar & Menon.

The Formation Of ALCIM Holding

[7] Jacob and Toralf were both working for a company called ALSTOM Powere Asia Pacific (ALSTOM) a company involved in the construction of power plants. Toralf is a mining engineer by profession and Jacob, a civil engineer. Together they developed an idea of forming a business to manage information of power plants using a software solution customized for this purpose. Jacob was also at that time had some dealings with Malakoff Corporation Berhad (Malakoff). It was decided by both Jacob and Toralf that Jacob would also propose the idea to Malakoff since Malakoff was at that time building their power plant in Tanjung Bin, Johor. Malakoff then requested Jacob and Toralf to use the said plant as a pilot project to build up the database and to provide a solution to manage the information gathered. Jacob and Toralf then began sourcing for an engineering software and eventually Malakoff agreed to use Innotec software from a German software company called Innotec GmbH. Innotec GmbH then approached ALCIM Holding to be their distributor and to develop and commercialize their software system known as COMOS PT. Innotec appointed the 2nd Plaintiff as their exclusive distributer for COSMOs.

[8] In March 2005, ALCIM Holding and Innotec GmbH formed a joint venture company called Innotec Asia Pacific Sdn Bhd (Innotec AP) which is now known as Jacob and Toralf Consulting Sdn Bhd Innotec held 50% shares while the other 50% shares were held in equal shares between Toralf and Jacob.

[9] Sometime in June 2004, Jacob's wife Susan and Jacob incorporated ALCIM Holding (originally known as Alcim Technology Sdn Bhd). In September 2004, Susan's shares were transferred to Toralf who then became 49% shareholder against Jacob's 51% shareholding, Jacob then resigned from ALSTOM in 2004. Toralf also resigned soon after and joined Jacob