Plaintiff must prove losses from breaches of fiduciary duty and contract, with damages limited to substantiated income loss without ground for aggravated damages.

Introduction

[1] The present action is to assess the damages payable to the plaintiff by the defendants for its case against both founded upon the causes of action of breach of fiduciary duties, breach of contract, tort of inducement of breach of contract as well as tort of interference.

Salient Facts

[2] The factual matrix giving rise to the plaintiff's suit briefly stated, are as follows.

[3] Ophir Production Sdn Bhd ("Ophir") is an oil and gas company. Sometime in 2016, Ophir issued a tender for the Provision of Leased Floating, Production, Storage and Offloading (FPSO) Facility whereby the successful bidder would be required to purchase a vessel and fabricate it into FPSO vessel ("FPSO Contract"). The successful bidder will also be awarded a maintenance contract in respect of the vessel ("O & M Contract").

[4] At the material time, D2 had purchased a vessel named Puteri Bangsa which met the requirements of Ophir and was suitable for use as a FPSO vessel. The vessel was then in Indonesia and would have to be towed to the Johor Port for fabrication. Parties then explored the possibility of collaborating on the FPSO Contract by way of a joint venture agreement.

[5] On 7 November 2016, Ophir awarded the FPSO Contract and O & M Contract to the plaintiff. On the same day, both the plaintiff and D2 executed an agreement known as the Tres-MTCE Consortium Agreement ("Consortium Agreement").

[6] D1 was appointed by the plaintiff as its Project Manager to supervise and manage the implementation of the FPSO Contract. As the Project Manager, D1 owed fiduciary duties to the plaintiff.

[7] Ophir also requested D2 to execute a Performance Guarantee stipulating that in the event of a termination of the FPSO contract due to the plaintiff's default, D2 is to take over the performance of the contract.

[8] There was delay occasioned in the performance of the FPSO contract for Ophir. The vessel was delayed in its arrival from Indonesia. Ophir sent several reminders to the plaintiff to remedy this default. Unknown to the plaintiff, both D1 and D2 were alleged to have communicated with Ophir with the intention of taking over the FPSO Contract.

[9] By a letter dated 24 February 2017, as a result of the plaintiff's default, Ophir terminated the FPSO Contract with the plaintiff and enforced the Performance Guarantee. D2 was then obliged to take over the performance of the FPSO contract from the plaintiff.

[10] Following the termination, the plaintiff sued both the defendants in the High Court. As against D1, the plaintiff's claim was premised on breach of fiduciary duties and the tort of inducement of breach of contract. Its claim against D2 was founded upon breach of its duties as its consortium partner and tort of interference.

[11] The Plaintiff's claim was dismissed by the High Court on 14 January 2020. However, on appeal to the Court of Appeal, its claim was allowed. The order of the Court of Appeal dated 23 July 2021 allowed the plaintiff's claim set out in paras (a), (b) and (c) of its Statement of Claim. As the orders are relevant for the purpose of these proceedings, they are reproduced as follows:

(a) Satu Deklarasi bahawa Defendan Pertama telah gagal menjalankan tugas-tugas fidusiari sebagai Pengurus Projek dan terjumlah kepada satu "inducement of breach of contract']

(b) Satu Deklarasi bahawa Defendan Kedua telah gagal menjalankan tugas-tugas sebagai Rakan Konsortium yang menyumbang kepada penamatan Kontrak FPSO tersebut;

(c) Satu Deklarasi bahawa Defendan Kedua telah secara salah mengacau ganggu kepentingan Plaintif di dalam Projek FPSO Ledang tersebut yang terjumlah kepada satu "Tort of Interference

[12] The order of the Court of Appeal furt