JUDGMENT

Roz Mawar Rozain J:

[1] Before this court is a civil suit arising from the alleged unauthorized disposal of shares by a stockbroking house, the 1st defendant, and its representative, the 2nd defendant. The dispute centers on events that transpired on 28 October 2021, when 148,500,000.00 shares in Benalec Holdings Berhad (Benalec) were sold in the open market, allegedly without the proper authority and consent of their owner, the plaintiff.

[2] Prior to 28 October 2021, the plaintiff, an investment holding company, was Benalec's immediate holding company and largest shareholder. It held 334,780,400.00 shares that represented 39.428% shareholding of Benalec which is listed on the Main Board of Bursa Malaysia. The plaintiff maintains securities trading accounts for the trading of its shares in Benalec at the 1st defendant.

[3] The plaintiff alleged that on 28 October 2021, through its authorized representative Dato Leaw Seng Hai (PW1), it gave specific instructions to the 2nd defendant to dispose of 167,000,000.00 Benalec shares at RM0.15 per share on 29 October 2021 via direct business transaction (DBT) subject to PW1's final confirmation before the intended sale was to take place on 29 October 2021.

[4] However, the plaintiff contended that the defendants had failed to obtain the final confirmation as instructed before disposing of the said 148,500,000.00 Benalec shares on 28 October 2021 to the open market. Thus, the said disposal was without the plaintiff's authority, knowledge, or consent. The proceeds of RM22,202,965.50 (net of charges) were credited to the plaintiff's account on 2 November 2021. The plaintiff claimed that the unauthorized sale constituted a fundamental breach of the defendants' duties and sought two primary reliefs - damages arising from the wrongful sale, and a reinstatement of the wrongfully sold shares.

[5] The trial was conducted on 9 June 2025, with this court having the benefit of oral testimony from the plaintiff's witness and a witness for the 1st and 2nd defendants, respectively. Together with the comprehensive evidence and upon full consideration of the submissions by all parties, this court finds x.

Evaluation Of The Evidence

The 2nd Defendant Was The Authorized Representative And/Or Agent And/Or Employee Of The 1st Defendant

[6] DW1, who testified for the 1st defendant, is its Senior Vice President of Retail Business of Equity Markets. During her cross-examination, she confirmed unequivocally the 1st defendant's agency relationship with the 2nd defendant. DW1 confirmed that the 2nd defendant was part of a team of remisiers working for the 1st defendant. The 2nd defendant was a 'Commissioned Dealer's Representative' also known as 'Remisier'. When the 2nd defendant deals with clients, DW1 responded that she is an agent, specifically a commissioned agent of the 1st defendant. According to DW1's evidence, the agency relationship specifically applied when the 2nd defendant was actually dealing with the plaintiff. The 2nd defendant held the 1st defendant's representative license.

[7] DW1 confirmed that the 2nd defendant was operating as a commissioned agent of the 1st defendant. However, DW1 testified that the 2nd defendant could not on her own execute the trades. The 2nd defendant has to conduct the sale of shares through the authorized stockbroking house which is the 1st defendant. Significantly, DW1 testified affirmatively that the 2nd defendant was actually acting as the 1st defendant's agent when she sold 148,500,000 Benalec shares of the plaintiff to the open market on 28 October 2021.

[8] The 2nd defendant further confirmed that she executed the transaction as an agent of the 1st defendant, that she was assigned as the remisier for the plaintiff in 2011, and that her occupation is stated as Commissioned Dealer's Representative (Remisier) attached with the 1st defendant.

[9] The contractual framework evidence produced is the Standard Remisier's Agreement dated 2 August 1999 and the Supplement Agre