Roz Mawar Rozain J:

JUDGMENT

[1]Before this Court is a civil suit arising from the alleged unauthorized disposal of shares by a stockbroking house, the 1^st Defendant, and its representative, the 2^nd Defendant. The dispute centers on events that transpired on 28.10.2021, when 148,500,000 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 28.10.2021, the Plaintiff, an investment holding company, was Benalec’s immediate holding company and largest shareholder. It held 334,780,400 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 1^st Defendant.

[3]The Plaintiff alleged that on 28.10.2021, through its authorized representative Dato Leaw Seng Hai (PW1), it gave specific instructions to the 2^nd Defendant to dispose of 167,000,000 Benalec shares at RM0.15 per share on 29.10.2021 via direct business transaction (DBT) subject to PW1’s final confirmation before the intended sale was to take place on 29.10.2021.

[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 Benalec shares on 28.10.2021 to the open market. Thus, the said disposal was without the Plaintiffs authority, knowledge, or consent. The proceeds of RM22,202,965.50 (net of charges) were credited to the Plaintiffs account on 2.11.2021. 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 9.6.2025, with this Court having the benefit of oral testimony from the Plaintiffs witness and a witness for the 1^st and 2^nd Defendants, respectively. Together with the comprehensive evidence and upon full consideration of the submissions by all parties, this Court finds x.

Evaluation of the EvidenceThe 2^nd Defendant was the authorized representative and/or agent and/or employee of the 1^st Defendant

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

[7]DW1 confirmed that the 2^nd Defendant was operating as a commissioned agent of the 1^st Defendant. However, DW1 testified that the 2^nd Defendant could not on her own execute the trades. The 2^nd Defendant has to conduct the sale of shares through the authorized stockbroking house which is the 1^st Defendant. Significantly, DW1 testified affirmatively that the 2^nd Defendant was actually acting as the 1^st Defendant’s agent when she sold 148,500,000 Benalec shares of the Plaintiff to the open market on 28.10.2021.

[8]The 2^nd Defendant further confirmed that she executed the transaction as an agent of the 1^st 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 1^st Defendant.

[9]The contractual framework evidence produced is the Standard Remisier’s Agreement dated 2.8.1999 and the Supplement Agreement dated 29.3.2019. The Defendants’ witnesses confirmed that the 2^nd De