JUDGMENT

Adlin Abdul Majid J:

A. Introduction

[1] Following a judgment dated 31 October 2018 obtained by the plaintiffs against the defendants ("Judgment"), the plaintiffs applied to this court for damages to be assessed.

[2] For the reasons elaborated below, the court awarded general damages of RM144,322,499 to the plaintiffs.

B. Background Facts

[3] The plaintiffs claimed that the defendants had breached a shareholders' agreement dated 19 November 2010 ("Shareholders' Agreement"), which was executed between the 1st plaintiff, the 3rd plaintiff and the 1st to 4th defendants. The Shareholders' Agreement governed their relationship as shareholders of the 5th defendant.

[4] The plaintiffs claimed the 1st to 4th defendants had breached the Shareholders' Agreement by, amongst others, transferring the 1st to 4th defendants' shares in the 5th defendant ("Impugned Shares") to the 6th defendant without the plaintiffs' consent and in breach of the right of first refusal provided for under the Shareholders' Agreement.

[5] The court found that there had been a breach of the Shareholders' Agreement, and the Judgment was awarded in favour of the plaintiffs, with damages to be assessed.

C. Terms of the Judgment

[6] In assessing damages, I considered the terms of the Judgment which contain amongst others, the following declarations:

a. That the Shareholders' Agreement is terminated (paragraph (1))

b. That the 1st to 4th defendants and the 6th defendant have breached cls 6.1, 6.2. 6.4 and 6.5 of the Shareholders' Agreement, for inter alia, transferring the Impugned Shares without the prior written consent of the plaintiffs (paragraph (2)); and

c. That an offer is deemed made by the 1st to 4th defendants and the 6th defendant to the plaintiffs pursuant to cl 12.2 of the Shareholders' Agreement to purchase the Impugned Shares valued at net tangible assets divided by the total number of ordinary shares issued amounting to a total of RM1.00 (paragraph (3)). As a consequence of this declaration, the court ordered the Impugned Shares to be transferred to the plaintiffs (paragraph (4)).

[7] Further, in paragraph (6) of the Judgment, the court awarded general damages for breach of the Shareholders' Agreement to be paid by the 1st to 4th defendants to the plaintiffs, whereby such damages are to be assessed by the court. The plaintiff's application for damages to be assessed relates to this paragraph.

D. Assessment and Findings

[8] As a matter of principle, an award of damages should place a plaintiff in a position as close as possible to that as if the contract for which the damages are sought had not been breached and had been performed (see the judgment of the Federal court in Tan Sri Khoo Teck Puat & Anor v. Plenitude Holdings Sdn Bhd; [1994] 3 MLJ 777, at p 787H).

[9] To put this principle into effect, I first considered the provisions of the Shareholders' Agreement which the court declared the 1st to 4th defendants and the 6th defendant had breached. These clauses are reproduced below:

a. Clause 6.1: "For so long as PC [3rd defendant] and PM [Pesona Metro Sdn Bhd] shall hold any share in the Company [5th defendant] (including without limitation any Ordinary Shares, Preference Shares or Conversion Shares), the other Shareholders (including v. [1st and 2nd defendants]) shall not sell, transfer or otherwise dispose of any shares in the Company held by them without the prior written consent of PC and PM. The other Shareholders (including VS) shall not mortgage, charge, or otherwise encumber all or any part of their interest in their shares in the Company except with the prior written consent of PC and PM."

b. Clause 6.2: "Subject to Clause 6,1, if any other Shareholders of the Company (including VS) wishes to sell and/or transfer its Shares to a third party, v. shall ensure that PC and PM be given the first right of refusal to purchase these shares or be entitled (but not obliged) to sell and/or transfer up to a proportionate number (as it bears to the entire issued sh