Directors owe fiduciary duties to act in the best interests of the company, failing which they can be held liable for damages resulting from breaches and wrongful conduct.

[17] The learned High court Judge concluded that TAZ Logistics claim was misconceived and dismissed it outright against all of the defendants. In arriving at her conclusion Her Ladyship held, inter alia, as follows:

(a) with regard to the purported duties owed by the 2nd defendant, no evidence was adduced to show whether the 2nd defendant was a de facto or shadow director. Therefore, the learned High court Judge held that the 2nd defendant is not in breach of any fiduciary duties to the plaintiff;

(b) with regard to the allegation that the 2nd defendant misled Asdion, the learned High court Judge held that the plaintiff has no cause of action on behalf of Asdion who is not a party to these proceedings. In any case, it is trite law that the directors duty is to the company, not to any shareholder, whether majority or minority. Asdion is the plaintiffs majority shareholder. So this allegation has nothing to do with the plaintiffs claim against its directors;

(c) with regard to the allegation that Orion Base Shipping (M) Sdn Bhd (Orion) directed payments to be made directly to the 2nd defendant, the learned High court Judge held that this allegation has not been proven under ss 101 and 102 of the Evidence Act 1950;

(d) with regard to the cancellation of the second site offer, the learned High court Judge held that the plaintiff did not plead that the defendants had influenced the Kuantan Port Consortium to cancel the offer. In any case, the 4th and 5th defendants were not the cause of the cancellation. The offer was cancelled by the Kuantan Port Consortium;

(e) with regard to the move to a smaller office, the learned High court judge held that the move did not adversely affect the plaintiffs business. Since the plaintiffs work involves moving cargo from ships, the work takes place outside the office, at the port or at the storage yard. Therefore, there is no need to have a large office. If required, the plaintiff can obtain a larger office in the future, because the current office is merely rented premises;

(f) with regard to the allegation that the defendants caused the plaintiff to lose corporate property, the learned High court Judge held that there was no explanation of what is meant by corporate property. SP1 merely lodged a police report on damage to property, not in relation to loss of property [Emphasis Ours]. The learned High court Judge found that there was no registered list of assets adduced as proof of loss of property and there was no cross-examination on this point;

(g) the learned High court Judge found that likewise, there was no explanation as to what was meant by corporate opportunities which were said to have been lost through the 4th and 5th defendants breach of duties;

(h) with regard to the mass resignation of staff, SP7 had admitted that he was the one who suggested that the staff join the 1st defendant. Therefore, the learned High court Judge found that it could not be said that the 5th defendant was the one who planned this mass resignation. The 5th defendant testified that there was nothing untoward or unusual in the mass resignation because the staff worked on the site, and there was no need for their services any longer as the site offer had been revoked. The 5th defendant also testified that it was his business plan to use outsourced stevedoring staff;

(i) with regard to the allegation that the plaintiffs customers were stolen, the letter dated 18 August 2015 from the 1st defendant (signed by the 3rd defendant) instructing Citra Offshore Maritime Sdn Bhd and Citra Sarana Sdn Bhd to make payments to the 1st defendants account instead of the plaintiffs account, was issued after the second site offer had been revoked. At that time, the