Directors must act in good faith and in the company's best interest, with breaches assessed through subjective and objective standards. Abuse of process requires proof of ulterior motives in legal actions.

Introduction

[1] This suit involves a claim of breach of duty and conspiracy of a former director and secretary of the largest and oldest tin mining company in Malaysia ("this Suit").

Brief Facts Of The Case

[2] The Plaintiff, Rahman Hydraulic Tin Sdn Bhd ("RHT") is the holder of 5 mining leases identified as Lot 6173, Lot 6174, Lot 6175, Lot 7430 (formerly Lot 6177) and Lot 2206, all located in Klian Intan, Mukim Pengkalan Hulu, Daerah Hulu Perak ("the 5 Mining Leases").

[3] The 1st Defendant was the former director of RHT and Group Chief Executive Officer of RHT's holding company, Malaysia Smelting Corporation Berhad ("MSC")("the Plaintiff's Board").

[4] The 6th Defendant was the Company Secretary of RHT and Head of Legal of MSC.

[5] The Plaintiff in this case claimed that between October 2007 and December 2012, the 1st Defendant had caused RHT to enter into a series of questionable agreements with Smart Aladdin Sdn Bhd ("Smart Aladdin") and Hedd Industries (M) Sdn Bhd ("Hedd Industries") respectively, particulars of which are as follows:

a) Agreement between RHT and Smart Aladdin dated 10 October 2007 ("First Smart Agreement");

b) Agreement between RHT and Hedd Industries dated 24 October 2007 ("First Hedd Agreement");

c) Supplemental Agreement between RHT and Smart Aladdin dated 23 March 2012 ("Second Smart Agreement");

d) Supplemental Agreement between RHT and Hedd Industries dated 23 March 2012 ("Second Hedd Agreement");

e) Extension Agreement between RHT and Smart Aladdin dated 14 December 2012 (Third Smart Agreement"); and

f) Extension Agreement between RHT and Hedd Industries dated 14 December 2012 ("Third Hedd Agreement") (collectively referred as "the Tribute Agreements").

[6] The Tribute Agreements were all signed by 1st Defendant and witnessed by 6th Defendant, on the Plaintiff's behalf.

[7] The First Smart Agreement and First Hedd Agreement, on the surface, were executed to engage Smart Aladdin and later Hedd Industries, as Smart Aladdin's collaborator, to assist RHT in expediting obtaining the State Authorities' approval of:

a) Renewal of the 5 Mining Leases held by RHT ("Lease Renewal"); and

b) Grant of 3 new mining titles identified as Lots 4144 and 4150 and a state land.

[8] The First Smart Agreement and First Hedd Agreement provide that in consideration, RHT would pay Smart Aladdin and Hedd Industries separate monthly tribute payments based on a percentage of the value of tin-in concentrates produced by RHT.

[9] Meanwhile, the gist of executing the Second Smart Agreement and Second Hedd Agreement was to complement and enhance the First Smart Agreement and First Hedd Agreement respectively. The Second Smart Agreement and Second Hedd Agreement provide for acknowledgements by RHT that, inter alia:

a) The 5 Mining Leases were renewed within 3 months from the execution of the First Smart Agreement and First Hedd Agreement due to the efficient manner of operation by Smart and Hedd; and

b) Smart and Hedd had rendered the following general consultancy services to RHT ("General Consultancy Services") and will continue to do so.

[10] The Third Smart Agreement and Third Hedd Agreement were executed to continue engaging Smart and Hed