A judgment on liability is considered final even when damages are yet to be assessed, allowing for contractual obligations to proceed.

[1] We heard and dismissed the appellant's appeal and affirmed the decision of the High Court dismissing his claim against the respondents. These are the grounds of our decision.

[2] The appellant's claim arose from a Settlement Agreement dated 22 February 2010 entered into between him and the 1st to the 4th respondents. The Settlement Agreement spelt out in express terms the rights and obligations of the appellant and the 1st to the 3rd respondents with respect to the management and ownership of the 4th respondent, SKKPJ (TM) Sdn Bhd.

[3] The 5th respondent, Suruhanjaya Syarikat Malaysia, was brought in as a nominal defendant by the appellant to carry out its statutory functions under the relevant laws.

[4] The appellant alleged that there was a breach of the Settlement Agreement, particularly by the 1st and 2nd respondents (Tan Ah Hin and Te Soh Peng) in the following acts:

(1) they had wrongfully removed him as a Director of the 4th respondent;

(2) they had wrongfully transferred shares owned by him in the 4th respondent prematurely and in breach of the relevant terms of the Settlement Agreement.

[5] The subject matter of the Settlement Agreement was the proceeds of a judgment dated 2 December 2011 obtained by the 4th respondent against the State Government of Terengganu in Kuala Terengganu High Court Civil Suit No: 22-06-2003 ("the Terengganu High Court's judgment").

[6] At the time, the present action was heard by the learned trial judge, the Terengganu High Court's judgment was pending assessment of damages by the Senior Assistant Registrar. In other words, the exact amount of the proceeds of the judgment had yet to be known.

[7] By the present action, the appellant sought, inter alia, the following declaratory reliefs:

(a) a declaration that the Settlement Agreement dated 22 February 2010 was valid and binding on the 1st and 2nd respondents;

(b) an order directing the 1st, 2nd and 3rd respondents whether by themselves or through their agents or employees to refrain from selling, disposing of, and transferring the 4.9 million shares in the 4th respondent pending disposal of the action;

(c) an order directing that the appellant be retained as a director of the 4th respondent;

(d) an order that the transfer of the 4.9 million shares in the 4th respondent, originally in the appellant's name, to the 1st and 2nd respondents or to any third party be deemed invalid, void and of no effect.

[8] At the trial, the following facts were agreed by the parties:

8.1 the 4th respondent had no business activity, being a dormant company;

8.2 the appellant was the promoter and had formed and registered the 4th respondent at his own expense and costs on 15 August 1998;

8.3 the 4th respondent was wholly owned by the appellant;

8.4 the first directors and shareholders of the 4th respondent were the appellant and his son by the name of Tuan Zainal Abidin bin Tuan Mat;

8.5 at its inception, the 4th respondent had two fully paid up shares;

8.6 on 14 May 2001, the appellant raised a capital sum of RM4.9 million to increase the paid up capital of the 4th respondent to RM5 million. The shareholding of the 4th respondent was:

(a) The appellant - RM4,995,000.00 shares.

(b) Tuan Zainal Abidin bin Tuan Mat - RM5,000.00 shares.

The appellant had invested RM5 million of his own funds in the 4th respondent;

8.7 in October 2001, the State Government of Terengganu awarded a timber concession in Emp