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JUDGMENT
A. Introduction
[1] This case concerns a claim for beneficial ownership of shares in a Malaysian company and a trade mark registered under the
[2] The 1st plaintiff company (1st plaintiff) is a Japanese company which provides post-weld heat treatment services (Services) since its incorporation on 25 March 1968. The 1st plaintiff owns a trade mark (Jemix Mark) which is used in the provision of the Services. The Jemix Mark has been registered as a trade mark in Japan on 28 April 1981.
[3] The Hiramatsu family owns and runs the 1st plaintiff. Mr Takuya Hiramatsu (SP1) was the President of the 1st plaintiff from June 1971 to 7 December 2007. Mr Keita Hiramatsu (SP3) is SP1's son and has taken over as the 1st plaintiff's President with effect from 7 December 2007.
[4] The 2nd plaintiff company (2nd plaintiff) was incorporated in Singapore on 5 June 1981 and is controlled by the 1st plaintiff. The 2nd plaintiff also provides the Services based on the Jemix Mark in South East Asia (SEA).
[5] The 1st defendant company (1st defendant) was incorporated in Malaysia on 8 February 1986 and provides the Services based on the Jemix Mark. On 29 June 1993, the 1st defendant had registered the Jemix Mark under the TMA (Malaysian Jemix Mark).
[6] The 2nd defendant is a Japanese citizen who was initially an employee of the 1st plaintiff. The 1st plaintiff then seconded the 2nd defendant to be the 2nd plaintiff's Managing Director (MD) from around 28 October 1994 until 24 June 2013.
[7] The 2nd defendant married Ms Ikuko Hiramatsu, SP1's daughter and SP3's sister (Ms Hiramatsu). Subsequently, the 2nd defendant and Ms Hiramatsu were divorced (Divorce).
[8] The 3rd defendant is a Malaysian national who is a Director and majority shareholder of the 1st defendant.
[9] The 4th defendant is a Japanese citizen who is a shareholder in the 1st defendant pursuant to a sale and purchase agreement dated 16 October 2014 between the 2nd and 4th defendants (SPA).
B. Proceedings
[10] In the original action (Original Action), the 1st and 2nd plaintiffs (plaintiffs) claim, among others, as follows:
(1) the 2nd defendant initially held shares in the 1st defendant (2nd defendant's Shares) in trust for the benefit of the 2nd plaintiff. The 2nd defendant has wrongfully transferred the 2nd defendant's Shares to the 4th defendant by way of the SPA;
(2) the 3rd and 4th defendants hold shares in the 1st defendant in trust for the benefit of the 2nd plaintiff; and
(3) the 1st defendant holds the Malaysian Jemix Mark in trust for the benefit of the 1st plaintiff.
[11] The 2nd defendant has counterclaimed against the 2nd plaintiff (2nd defendant's Counterclaim) for, among others, the following reliefs:
(1) the SPA is valid; and
(2) the 2nd defendant was the beneficial owner of the shares in the 1st defendant.
[12] The plaintiffs have obtained leave of this court to serve notice of the plaintiffs' writ in this case on the 4th defendant out of jurisdiction (Service Out Of Jurisdiction). The plaintiffs could not however effect Service Out Of Jurisdiction on the 4th defendant. Consequently, the 4th defendant did not appear and participate in the trial of this case (Trial).
[13] Both the Original Action and 2nd defendant's Counterclaim are tried together. The plaintiffs and the 1st to 3rd defendants have consented to a "split trial", namely the court shall first decide on the questions of liability regarding the Original Action and the 2nd defendant's Counterclaim (Liability Issues). Questions as to the remedy, if any, will be determined after the court has decided the Liability Issues.
[14] Prior to the commencement of the Trial, the plaintiffs have filed an application in court encl no 117 (encl 117) to strike out certain answers in the 2nd defendant's amended witness statement (WSSD2) on the ground that such answers have not been pleaded by the 2nd defendant
