Directors owe fiduciary duties to their company; breaches of these duties can lead to personal liability for damages and conspiracies involving directors may result in actionable claims.

Indra Nehru Savandiah JC:

Introduction

[1] The plaintiff's case is premised on claims as follows:

(a) an account of the balance of Ringgit Malaysia 773,695.61 ("the balance CIDB sum") arising from the payments received from the Construction Industry Development Board of Malaysia ("CIDB") for services rendered, within 30 days after the date of judgment, and in the event of failure to account within this stipulated period, payment of the balance of Ringgit Malaysia 773, 695.61;

(b) an account of the sum of Australian Dollar 128,373.08 being the funds provided by WA Skills Training Pty Ltd to the plaintiff since 3 May 2016 ("WAST funds"), within 30 days after the date of judgment, and in the event of failure to account within this stipulated period, payment of the sum of Australian Dollar 128,373.08;

(c) payment of Ringgit Malaysia 610,014.38 is the unauthorised withdrawal or payment made from the plaintiff's Hong Leong Bank account no 27800019373;

(d) payment of Ringgit Malaysia 10,000.00 being the unauthorised payments of directors' fees;

(e) payment of Ringgit Malaysia 112,500.00 being the unauthorised increment of the first defendant's salary;

(f) damages for negligence, breach of fiduciary, statutory and contractual duties by the first defendant to be assessed by the Registrar;

(g) damages for conspiracy by both the defendants to be assessed by the Registrar;

(h) aggravated and exemplary damages;

(i) interest at the rate of 5% per annum on the sums awarded by the Court in prayers (a) to (h) above from the date of judgment until the date of full settlement;

(j) costs;

(k) such further and other relief as the Court may deem fit and proper.

[2] The Court allowed payers (a), (b), (f), (g), (h), interest to be at 5% per annum and costs of RM50,000.00 against the defendants.

[3] Hence, the appeal is filed.

Background Facts

[4] The plaintiff is a private limited company incorporated in Malaysia.

[5] The plaintiff's business offered personnel, corporate, and industrial training activities, coaching, training and development, facilitation, business simulation, research, assessment, and certification services, primarily for the construction industry.

[6] At all material times, the training services provided by the plaintiff were conducted by WA Skills Training Pty Ltd (WAST), a company established and based in Australia, with its business address at 12 Halifax Drive, Bunbury WA 6230, Australia.

[7] The training services also included vocational qualifying courses per the Australian Qualification Framework and others as needed.

[8] The first defendant is a Malaysian national. At all relevant times, she served as both a director and an employee of the plaintiff.

[9] Before the plaintiff's incorporation, she was employed by WAST.

[10] Her scope of work includes, among other things:

(a) managing the daily operations of the plaintiff;

(b) facilitating and assisting in the scheduling and coordination of training activities;

(c) ensuring that the course materials and training staff comply with relevant laws and regulations; and;

(d) ensuring that the plaintiff's business operations comply with the laws and regulations.

[11] The second defendant is an Australian citizen.

[12] In 2016, he was promoted t