KN Segara JCA

[1]The first plaintiff/respondent, Inokom Corp Sdn Bhd (‘Inokom’) and the second plaintiff/respondent, Quasar Carriage Sdn Bhd (‘Quasar’) issued a writ and statement of claim dated 24 June 2003 claiming damages against the first, second and third defendants/appellants, namely, Renault SA (‘Renault’), Tan Chong Motor Holdings Bhd (‘Tan Chong’) and TC Euro Cars Sdn Bhd (‘TC Euro’) for:

(a)Breach of contract as pleaded in paras 28 and 29 of the statement of claim;

(b)Breach of fiduciary duties as pleaded in paras 30(1) to 30(16) of the statement of claim;

(c)Fraudulent misrepresentation/deceit by Tan Chong to Inokom and Quasar to reject the investment for the Kangoo project as pleaded in paras 32(1) and (2) of the statement of claim;

(d)Renault conspiring with Tan Chong and TC Euro to injure Inokom and Quasar.

[2]By summons in chambers dated 30 July 2003 (encl 11) Renault applied to stay all proceedings in the suit pending reference of the disputes, which are the subject matter of the suit, to arbitration pursuant to s 6 of the Arbitration Act 1952 (‘1952 Act’). The learned High Court judge dismissed the application. Renault appealed and the appeal is registered as W-02–992 of 2004.

[3]By summons in chambers dated 31 July 2003 (encl 13) Tan Chong applied to strike out the statement of claim under O 18 r 19(1)(a) and/or (b) and/or (c) of the Rules of the High Court 1980 and/or the inherent jurisdiction of the High Court. The application was dismissed by the learned High Court judge on 20 May 2004. Tan Chong appealed and the appeal is registered as W-03–117 of 2004.

[4]By summons in chambers dated 1 August 2003 (encl 15) TC Euro applied to strike out the statement of claim under O 18 r 19(1)(a) and/or (b) and/or (c) Rules of the High Court 1980 and/or the inherent jurisdiction of the High Court. The application was dismissed by the learned High Court judge on 20 May 2004. TC Euro appealed and the appeal is registered as W-03–116 of 2004.

[5]The three appeals were heard together before us without the benefit of any written grounds of judgment of the learned High Court judge. Based on the pleadings, the affidavit evidence and the submissions of the respective counsel for the appellants and respondents before us, we allowed all the three appeals with costs and set aside the orders of the High Court.

APPEAL NO W-02–992 OF 2004

[6]On 3 November 1995 Renault, Inokom and Quasar had entered into the master agreement with terms and conditions to govern a co-operation on:

(a)the import and distribution of Renault built up vehicles in Malaysia by Quasar (Renault project); and

(b)the manufacture, assembly, sale and distribution of a Malaysian national light commercial vehicle (Inokom project).

[7]In connection with the above projects, the parties also executed the following agreements on 20 June 1996 and 6 September 1996, collectively referred to as the operating agreements, namely:

(a)Import and distribution agreement — 20 June 1996;

(b)Parts and component supply agreement — 6 September 1996;

(c)Manufacture and distribution license and technical assistance agreement — 6 September 1996;

[8]On 6 September 1996 Renault also entered into a joint venture agreement with the Berjaya Group Bhd and several other parties, whereupon Renault subscribed to be a minority shareholder in Inokom and agreed that no party shall have any fiduciary obligations to the other.

JOINT VENTURE AGREEMENT (INDUSTRI OTOMOTIF KOMERSIAL (M) SDN BHD)

25.3 Relationship of Parties

Nothing in this Agreement shall be construed as constituting any of the Parties as a partner, agent or representative of the other. No Party shall have any fiduciary obligations to the other arising out of the ownership of shares in Inokom or from this Agreement.

Nothing in this Agreement shall be construed as giving any Party any right or authority to act for or represent or otherwise assume any obligation on behalf of or in the name of any other and each Party agrees to indemnify and hold harmless each of