Plaintiff's claim for conspiracy was dismissed due to insufficient evidence and it being time-barred under the Limitation Act.

[1] The consolidated appeals emanate from the decision of the High Court which allowed the plaintiff's claim for damages for the tort of conspiracy against the defendants and for the return of advances given by the plaintiff to the 1st defendant. The cross-appeals by the plaintiff are against the inadequacy of damages awarded against the defendants.

[2] Appeal [1562] is the 1st defendant's appeal, whilst appeal [1563] is by the 7th to 9th defendants, appeal [1677] by the 6th and 14th defendants, appeal [1679] by the 5th defendant and appeal [1684] by the 11th defendant. We heard arguments on 5 September 2017 and 23 October 2017 and delivered our decision on 10 November 2017. We allowed all the appeals with costs and dismissed the plaintiff's cross-appeals. In this written judgment, the parties shall be referred to as they were in the Court below.

Summary Of The Plaintiff's Claim

[3] The 1st defendant was a director and shareholder of Liqua Plc as well as the Managing Director of Liqua Health Marketing Sdn Bhd ('Liqua Marketing'). The 1st defendant was also a signatory of the banking accounts of Liqua Plc and Liqua Marketing at all material times.

[4] At all material times, the 1st and 2nd defendants ("the Founders") held the majority shareholding interest in Liqua Plc. Of this shareholding, 73,447,000 ordinary shares ('the Charged Shares') held by the Founders and nominees were charged in favour of Mayban Securities. The Charged Shares were subject to foreclosure by Mayban Securities for an outstanding amount of about RM51,000,000.00 in respect of trading losses.

[5] Sometime in March 2006, the Founders agreed to sell to the plaintiff the Charged Shares for RM36 million whereby the plaintiff would ultimately become the majority controlling shareholder of Liqua Plc ('the Main Agreement'). The Founders made the following representations to the plaintiff:

(i) That they will procure Mayban Securities to sell the Charged Shares to the plaintiff for RM36 million;

(ii) That the plaintiff shall have two board representation in both Liqua Plc and Liqua Marketing;

(iii) That the plaintiff to be appointed as the Chief Operation Officer of Liqua Marketing as well as the compulsory signatory of all banking accounts of Liqua Plc and Liqua Marketing;

(iv) That the Founders and their nominees shall submit their resignations letters to the plaintiff to be effected on the completion of the sale of the Charged Shares;

(v) The plaintiff was to purchase the Founders' unencumbered shares of Liqua Plc ('the Unencumbered Shares'); and

(vi) The plaintiff to give interest free advances to the Founders which was repayable on demand.

[6] In reliance of the aforesaid representations, the plaintiff: (i) acquired substantial Liqua Plc shares from the open market in order to increase the substantial stake toward obtaining majority shareholding in Liqua Plc, (ii) purchased the Unencumbered Shares, (iii) gave the Founders interest free advances totalling RM1,638,000.00 ('the Advances'), and (iv) nominated himself with Yee Yit Yang and Antony Tan Yee Koon and were subsequently appointed as directors of Liqua Plc and Liqua Marketing with resignation letters by the 1st defendant and his nominees lodged with the plaintiff.

[7] In order to facilitate the Main Agreement, the Founders negotiated with Mayban Securities to enter into a Shares Sale Agreement as well as a Settlement Agreement whereby Mayban Securities agreed to allow the Charged Shares to be redeemed by the plaintiff.

[8] From 28 November 2006 onwards, the Founders started reneging from the Main Agreement by committing the following breaches when the Founders and the other defendants:

(i) Removed the plaintiff's nominees as directors and subsequently the plaintiff as Liqua marketing's