A solicitor-client relationship establishes fiduciary duties that, if breached, can lead to liability for profits and enable the lifting of the corporate veil to ensure accountability.

[1] This case has a checkered history. It first came before this court for leave to appeal pursuant to s 96(1) of the Courts of Judicature Act 1964 (the Act). It was refused. The appellants applied for a review under r 137 of the Rules of the Federal 1995. Despite being sparingly exercised this court ruled that this is another rare but an appropriate case for the exercise of the inherent power of this court as envisaged in r 137. Gurbachan Singh Bagawan Singh & Anor v. Vellasamy Pennusamy & Ors & Other Applications, 2012 MarsdenLR 1739 .

[2] Upon re-hearing of the leave application this court granted leave and allowed five Leave questions for consideration (the Leave Questions). They are as follows:

[3] The Leave Questions may be categorised into two parts. Questions 1 and 2 deal with the relationship between the 1st and 2nd appellants and the respondents. Questions 3 to 5 deal with the claims of the respondents on the estate land. In our view Questions 1 and 2 may be determined on their own merits. They are not dependent on the determination of Questions 3 to 5. Nevertheless the status of the estate land at all material times may be relevant in the assessment of damages should liability be found against the 1st appellant and 2nd appellants after considering Questions 1 and 2.

[4] In this judgment, unless stated otherwise, any reference to purchasers includes the respondents but not vice versa.

[5] This case involves a dispute between clients, the respondents and their erstwhile solicitor, the 1st appellant and his firm, the 2nd appellant. The other three appellants may be conveniently described as incidentals to the dispute. The subject matter was over an estate land which the respondents claimed to have agreed to purchase and had made some deposit payments.

[6] In their action filed in July 1994 the respondents prayed for the following relief as summarised by the learned trial judge:

a) That D1 (the 1st appellant) and D2 (the 2nd appellant) were at all material times the solicitors acting for the plaintiffs (the respondents) with a fiduciary duty in all the benefits and interests held by them to the plaintiffs in the purchase of the said land (the estate land) by way of tender;

b) That D1 held the said land which D1 purchased from the R&M, in trust for the plaintiffs;

c) That the four named plaintiffs or other fit and proper persons be now declared as new trustees in place of D1 and that the R&M make rectifications to the agreement dated 30 April 1994 (between the R&M and D1) to include the new trustees appointed by this court;

d) To declare certain sale and purchase agreements between D1 and some sub-purchasers as null and void and that D1 and D2 refund with 8% p.a. interest, all monies paid under those agreements or alternatively rescission of those agreements;

e) That the transfer of the said land to D4 (the 4th appellant) be declared invalid, null and void;

f) That the said land be held under trust for the plaintiffs on terms determined by this court;

g) That the plaintiffs be declared as either the lawful or beneficial owners according to the plots they held under their agreements with SPPKB;

h) That there be an inquiry and accounts taken in respect of the usage and profits of the said land by D1 and/or D4, and