JUDGMENT

Roz Mawar Rozain J:

[1] This civil action brought by the plaintiff against the three defendants arose from allegations of conspiracy to injure, breach of fiduciary duty, and fraudulent misrepresentation in connection with electrical engineering projects, hereby referred to as the Axon Project and Project Parcel Z.

[2] Trial was conducted over 6 days, with testimonies from the plaintiff, the 1st Defendant and the 2nd Defendant. The 3rd Defendant did not enter an appearance.

Parties

[3] The Plaintiff is an electrical engineering company incorporated under Malaysian law. Its primary business is that of a general contractor primarily for utility projects, with a subset specialty in electrical engineering and electrical-related works. The Plaintiff is owned by BGMC (80%) and the 1st Defendant (20%).

[4] The 1st Defendant was and still is a director and shareholder of the plaintiff. He was the Project Director of the plaintiff. He was, up until he resigned from that post, the principal personnel responsible for overseeing and managing the plaintiff's operations.

[5] The 2nd Defendant is a company incorporated in 2020, operating in the same industry as the plaintiff. The 1st Defendant joined the 2nd Defendant as its Project Director on 1 March 2022.

[6] The 3rd Defendant is a company that served as a subcontractor for the plaintiff in the Axon Project.

The Plaintiff's Pleaded Case

[7] The Plaintiff alleges that the 1st Defendant, while serving as a Director and Project Director of the plaintiff, engaged in acts of conspiracy with the 2nd Defendant and the 3rd Defendant to injure the plaintiff's business interests.

[8] The first core allegation is that the 1st Defendant had breached his fiduciary duties by joining the 2nd Defendant as project director on 1 March 2022 while remaining a director of the plaintiff, without disclosure or concurrence, thereby placing himself in a position of conflict of interest.

[9] Secondly, the plaintiff alleged that all three defendants conspired to terminate the plaintiff's involvement in the Axon Project through false representation. It was claimed that they had diverted the plaintiff's business opportunities to the 2nd Defendant. It was further alleged that the three defendants had misappropriated materials and advance payments intended for the Axon Project.

[10] The Plaintiff also alleged that the 1st Defendant and the 2nd Defendant conspired to disaffect key employees from the plaintiff to join the 2nd Defendant.

[11] The fourth contention by the plaintiff is that the 1st Defendant had made false representations regarding the financial status and feasibility of continuing the Axon Project, which influenced the plaintiff's decision to terminate the Axon Project.

[12] Lastly, the plaintiff alleged the 1st Defendant caused excessive advancement of materials and payments totalling RM1,486,407.24 to the 3rd Defendant, which were subsequently transferred to the 2nd Defendant when the 2nd Defendant took over the Axon Project.

[13] The reliefs the plaintiff sought are:

(i) General damages to be assessed for loss of expected profits from the Axon Project and/or Parcel Z Project;

(ii) An order for accounts of all profits that the 2nd Defendant made or would make from 2021 to 2023;

(iii) Payment of such profits within 7 days;

(iv) Interests, costs, and other relief as deemed fit.

[14] The Plaintiff undoubtedly bears the burden to prove those serious allegations. As held by the Court of Appeal in Abu Bakar Pangis & Ors v. Tung Cheong Sawmill Sdn Bhd & Ors; [2014] 5 MLJ 384; [2015] 5 CLJ 753 at pp 398-399:

"Hence, the concept of proof upon a balance of probabilities had been adopted to resolve dispute. It functions in this manner:

(a) it starts with a disputed fact in support of the plaintiff's case being just his version of a fact;

(b) this version gains probability when some evidence is produced by the plaintiff as the party upon whom the burden of proving that disputed fact lies; and

(c) if the other party produces no evi