IEM SA FLOWBIRD MALAYSIA SDN BHD

IEM SA FLOWBIRD MALAYSIA SDN BHD

On the evidence and applying the established elements for breach of confidence and fiduciary duties, the trial judge was not plainly wrong to find that confidential information was disclosed by Flowbird's employees/directors to IEM and used to secure projects, constituting breach of confidence, breach of fiduciary duty and conspiracy to injure; however the original damages award for the Rotorua contract (USD253,321.30) exceeded recoverable loss of profit and must be reduced to USD51,610.00 (sales minus cost). The remainder of the High Court judgment, including injunctions and findings of liability, is affirmed.

Citation
W-02(NCvC)(W)-740-05/2024 (Mahkamah Rayuan)
Parties
Appellant (third Defendant in High Court): IEM SA; Appellant (second Defendant in High Court): Rafizuddin bin Ramly; Respondent (plaintiff in High Court): Flowbird Malaysia Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
6 November 2025
Case Number
W-02(NCvC)(W)-740-05/2024 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeals From High Court
Outcome
Appeals allowed in part; remainder of High Court judgment affirmed
Legal Topics
Breach of Confidence, Breach of Fiduciary Duty, Conspiracy to Injure, Assessment of Damages, Injunctive Relief, Standard of Appellate Review (plainly Wrong)
Source Language
Malay/English
Equity and Trusts Company Law Contract Law Tort (conspiracy) Intellectual Property / Confidential Information Civil Procedure Breach of Confidence Breach of Fiduciary Duty +4 more

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Parties

IEM SA

Appellant (third Defendant in High Court)

Rafizuddin bin Ramly

Appellant (second Defendant in High Court)

Flowbird Malaysia Sdn Bhd

Respondent (plaintiff in High Court)

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeals From High Court

Legal Issues

  1. 1 Whether the information disclosed was confidential and communicated in circumstances importing an obligation of confidence
  2. 2 Whether IEM and the individual defendants used Flowbird's confidential information to secure projects (Rotorua and Makassar)
  3. 3 Whether the defendants breached fiduciary duties as directors/employees and conspired to injure Flowbird

Ratio Decidendi

On the evidence and applying the established elements for breach of confidence and fiduciary duties, the trial judge was not plainly wrong to find that confidential information was disclosed by Flowbird's employees/directors to IEM and used to secure projects, constituting breach of confidence, breach of fiduciary duty and conspiracy to injure; however the original damages award for the Rotorua contract (USD253,321.30) exceeded recoverable loss of profit and must be reduced to USD51,610.00 (sales minus cost). The remainder of the High Court judgment, including injunctions and findings of liability, is affirmed.

Court Disposition

Appeals allowed in part; remainder of High Court judgment affirmed

Orders

  • Vary the High Court award of damages in respect of the Rotorua contract from USD253,321.30 to USD51,610.00
  • Affirm the remainder of the High Court judgment (liability for breach of confidence, fiduciary breach, conspiracy and injunctions)