Claims of breach of trust and fiduciary duty must meet strict evidence requirements; mere allegations without supporting proof are insufficient.

[1] The appellant's claim against all five respondents at the High Court was dismissed after a full trial. If he is successful before us, his claim will have to be remitted to the High Court for assessment of damages.

[2] The parties will be referred to as they were before the High Court. The plaintiff claimed that the five defendants are in breach of trust, breach of fiduciary duty, breach of contract, and had conspired to injure him and has sought various declaratory orders and damages against them, individually and separately, and jointly and severally.

The Parties

[3] The 1st defendant, Hartalega Holdings Berhad, is a company that has been listed on the Main Board of the Kuala Lumpur Stock Exchange since 17 April 2008. It was incorporated on 24 July 2006.

[4] The 2nd defendant, Hartalega Sdn Bhd was incorporated on 12 September 1981. Its main activity is the production of rubber gloves. It has been producing rubber gloves since 1989. On 7 May 2007, it became a wholly owned subsidiary of the 1st defendant.

[5] The 3rd and 4th defendants, who are brothers, together with one Wong Kin Seng @ Wong Kim Seng [Wong] and the 5th defendant are majority shareholders and directors of the 2nd defendant. The 5th defendant however retired as Director in 2009. The 3rd defendant has been a director of the 2nd defendant since 31 October 1987. When the 2nd defendant was incorporated, the 3rd defendant held 3,577,306 [22.8%] shares of its issued capital. The 4th defendant on the other hand, holds 2,811,919 [17.9%] shares in the 2nd defendant. The 3rd defendant is also a shareholder of the 1st defendant, and has been its director and Managing Director since 7 May 2007.

[6] The plaintiff is a shareholder of the 1st defendant. But, that was not how it started.

The Plaintiff's Case

[7] The facts relating to the plaintiff's claims go back to 1990. They are fairly detailed and require setting out.

[8] According to the plaintiff, sometime that year, the 3rd defendant together with Wong, the 2nd defendant's employee visited him at his factory in Petaling Jaya. At that time, the plaintiff was a director and shareholder of MLB Sdn Bhd [MLB], a company that manufactured latex examination gloves [rubber gloves]. MLB had two manufacturing lines that used the hot oil boiler heating system in the drying process to manufacture the rubber gloves.

[9] The plaintiff claimed that the 3rd defendant showed keen interest in the plaintiff's boiler system leading to both the plaintiff and the 3rd defendant agreeing to a joint venture whereby the plaintiff would, as his capital contribution, transfer his two manufacturing lines with the boiler system to a proposed joint venture entity. The 3rd defendant's contribution was the transfer of one existing manufacturing line installed at the 2nd defendant's factory, to the new entity. The plaintiff claimed that the 3rd defendant further agreed that the plaintiff was to have 49% shareholding in the new entity.

[10] The plaintiff claimed that in July 1990 and on the suggestion of the 3rd defendant, he gave up his business premises in Petaling Jaya and he relocated his two manufacturing lines to the 2nd defendant's premises in Kepong. The plaintiff claimed that at the same time as relocating his two manufacturing lines, he had also handed over spare parts for two incomplete production lines that MLB had purchased from Nanyang Chemical Company [Nanyang equipment] for temporary storage. The plaintiff claimed that because this equipment was incomplete, he intended to return them to Na