The court held that prior litigation barred the plaintiff's claims, resulting in dismissal due to res judicata and abuse of process.

[1] The underlying action in the instant proceeding is a writ action filed by the plaintiff, among others, primarily for damages for alleged breaches of fiduciary duties and dishonest assistance against the defendants. The defendants in response instituted the instant four separate striking out applications against the writ and the statement of claim of the plaintiff.

[2] These striking out applications were heard together and at the conclusion of the hearing, I allowed all four applications, highlighted the principal reasons for my decision, and struck out the claim of the plaintiff. This judgment contains the full reasons for my decision.

Key Background Facts

[3] There is a long history to the dispute involving the parties. Some of the litigation proceedings have been reported. The crux of this present round of litigation now sought to be struck out by the defendants may be broadly described as a two-pronged attack by the plaintiff against the defendants.

[4] The first alleges that the second defendant, being the former deputy executive chairman of the plaintiff listed company, had breached his fiduciary duties which resulted in the plaintiff being deprived of its entitlement to a 30% equity stake in Bukit Jalil Development Sdn Bhd ("Bukit Jalil").

[5] The second essentially concerns the claim that other defendants, namely the first defendant company, as the party which got to acquire the 30% equity in Bukit Jalil, and the third, fourth, fifth, sixth and seventh defendants, being the directors and shareholders of the first defendant at the relevant time, had conspired with the second defendant and dishonestly assisted the breaches committed by him.

[6] A little bit of background on the disputed 30% stake in Bukit Jalil is apposite. In essence, Bukit Jalil is the joint venture company incorporated by the plaintiff and UEM Group Berhad ("UEM"), governed by a joint venture agreement between the two dated 12 September 1995. The shareholdings in the joint venture were in the proportion of 70% held by the plaintiff, and 30% by UEM. Under the joint venture agreement, each party had the right of first refusal to purchase the shares in Bukit Jalil held by the other party.

[7] In 2008, UEM expressed the wish to sell its 30% holding, and in accordance with the pre-emption/first refusal right, UEM therefore offered the same to the plaintiff on 5 November 2008 for RM4.5 million. At that juncture, however, the plaintiff was in financial difficulties and had already been designated as a PN17 company by Bursa Malaysia. The plaintiff thus instead asked that the price be reduced to RM2.5 million.

[8] Much was alleged to have transpired in the negotiations and behind the scenes in the plaintiff company, particularly on the roles played by the relevant defendants, whereby in the end, the plaintiff decided not to exercise its pre-emption right and instead consented to the 30% stake being sold to the first defendant pursuant to a sale and purchase agreement dated 28 September 2009 for RM4.5 million. And this set the backdrop of the present dispute.

[9] In relation to the principal allegation being levelled against the second defendant for breach of fiduciary duties, the key pleadings alleged that first, the second defendant had made representations at various meetings of the board of directors of the plaintiff of which he was then a member that the plaintiff was financially unable to buy the 30% stake; secondly, he did not disclose to the Board the various correspondences between the plaintiff (as represented by the second defendant himself) and UEM on the negotiations for the 30% stake; and thirdly, that the second defendant was the alter ego of the first defendant, but information about this alleged interest had been concealed