The existence of fraud must be substantiated with credible evidence; mere allegations without sufficient proof do not establish liability.

For ease of reference, the parties will be referred as they were in the original suit before the High Court.

[1] These four appeals are taken together. All 13 defendants in the action have appealed against the decision made against them. The appellants in the 2nd appeal [W-02(NCVC)(W)-1383-08-2014] were the 2nd and 5th defendants whereas in the 3rd [W-02(NCVC)(W)-1384-08-2014] and 4th appeals [W-02(NCVC)(W)1407-08-2014], the appellants were the 13th and 12th defendants respectively. The appellants in the 1st appeal [W-02(NCVC)(W)- 1337-08-2014] comprise the remaining nine defendants. We heard the appeals on 2 February 2016 and had stood down the matter for decision on a date to be informed to the parties. This is our decision.

The Arbitration

[2] The plaintiff is an Australian company specialising in providing "Enterprise Risk Intelligence" solutions and delivering integrated risk compliance, event and claims management software. The 1st defendant is a public limited company incorporated in Malaysia. It is listed on the Main Board of Bursa Malaysia Berhad. The 12th defendant on the other hand, is a private limited company, wholly owned by the 1st defendant. The 2nd to the 11th defendants were at all material times, Directors of the 1st defendant. At the same time, the 2nd and 5th defendants were also Directors of the 12th defendant. In other words, the 1st and 12th defendants have common directors in the 2nd and 5th defendants. Aside from being a Director, the 4th defendant is the 1st defendant's Executive Vice-Chairman and Chief Executive Officer. The 13th defendant is also a private limited company having an issued and fully paid up capital of RM2.

[3] The plaintiff and the 12th defendant entered into a Software Licence and Marketing Agreement dated 21 May 2009 [the Agreement]. Under the Agreement which was for a period of three years from 21 May 2009 to 21 May 2012, the plaintiff authorised the 12th defendant to license third parties to use the plaintiff's Risk Management Solution Software in return for commissions based on licence fees generated. Pursuant to cl 3 of the Agreement, the plaintiff would be paid certain sums for each year of the Agreement.

[4] These contracting parties fell into dispute. Pursuant to cl 11.3 of the Agreement, the dispute was referred to arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre [SIAC] following the plaintiff's Notice of Arbitration issued on 8 November 2010. The contracting parties were legally represented at the arbitration proceedings where both oral testimonies were taken and written submissions made by both sides to the dispute. On 2 April 2012, the arbitral tribunal duly appointed under SIAC Rules rendered a partial award in the plaintiff's favour. This was later followed by an arbitration costs award on 15 October 2012, also in the plaintiff's favour. Both awards which are monetary in nature were not paid by the 12th defendant.

[5] On 17 April 2012, the plaintiff sued all 13 defendants as identified earlier. The plaintiff's claim against all 13 defendants, without distinction, is premised on six causes of action, namely, fraud, conspiracy to injure, inducing a breach of contract, breach of s 304 of the Companies Act 1965 , and unlawful interference with the plaintiff's economic interests; and specifically against the 2nd and 5th defendants, that they are in breach of duty. As expressed by learned counsel for the respondent in his submissions:

"In summary, the plaintiff's complaint against the defendants is that the defendants and each of them have acted to deprive the plaintiff of the benefits of the P