1. Iconic Gateway Sdn Bhd 2. Dato Neoh Soo Keat 1. Forest Steel Sdn Bhd 2. Sam Siew Chong

1. Iconic Gateway Sdn Bhd 2. Dato Neoh Soo Keat 1. Forest Steel Sdn Bhd 2. Sam Siew Chong

Iconic unlawfully terminated the BSPC and LA because procurement of PMLs was Iconic's responsibility and absence of licences made performance impossible; Iconic was estopped by soliciting advance payment; the corporate veil could not be lifted because fraud was not pleaded or proved; conspiracy/inducement allegations lacked pleaded particulars and evidence; damages limited to proven wasted expenditure and subject to mitigation; appellate court varied specific awards and costs accordingly.

Citation
C-02(IM)(NCVC)-1348-07/2017 (Mahkamah Rayuan)
Parties
Appellant/plaintiff: Forest Steel Sdn Bhd; Appellant/defendant: Iconic Gateway Sdn Bhd; Appellant/director/shareholder: Dato Neoh Soo Keat; Respondent/managing Director: Sam Siew Chong
Court
IM
Jurisdiction
Malaysia
Judgment Date
14 February 2020
Case Number
C-02(IM)(NCVC)-1348-07/2017 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Appeal From High Court Judgment (decision Under Challenge Dated 14.6.2017); Court of Appeal Grounds of Judgment Dated 14.2.2020
Outcome
Appeal C-02(IM)(NCVC)-1348-07/2017 allowed in part; Appeal C-02(NCVC)-1349-07/2017 dismissed
Legal Topics
Breach of Contract, Termination, Specific Performance (withdrawn), Damages and Mitigation, Estoppel, Lifting the Corporate Veil, Turquand Indoor Management Rule, Mining Licences (pml), Particulars of Fraud, Elements of Conspiracy
Source Language
Malay/English
Contract Law Company Law Tort (conspiracy/inducement) Mining and Natural Resources Law Evidence Law Breach of Contract Termination Specific Performance (withdrawn) +7 more

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Parties

Forest Steel Sdn Bhd

Appellant/plaintiff

Iconic Gateway Sdn Bhd

Appellant/defendant

Dato Neoh Soo Keat

Appellant/director/shareholder

Sam Siew Chong

Respondent/managing Director

Procedural Posture

Civil Appeal / Appeal From High Court Judgment (decision Under Challenge Dated 14.6.2017); Court of Appeal Grounds of Judgment Dated 14.2.2020

Legal Issues

  1. 1 Whether Iconic lawfully terminated the BSPC and Letter of Appointment
  2. 2 Who bore responsibility to procure PMLs required to commence mining
  3. 3 Whether Iconic was estopped from terminating after soliciting advance payment

Ratio Decidendi

Iconic unlawfully terminated the BSPC and LA because procurement of PMLs was Iconic's responsibility and absence of licences made performance impossible; Iconic was estopped by soliciting advance payment; the corporate veil could not be lifted because fraud was not pleaded or proved; conspiracy/inducement allegations lacked pleaded particulars and evidence; damages limited to proven wasted expenditure and subject to mitigation; appellate court varied specific awards and costs accordingly.

Court Disposition

Appeal C-02(IM)(NCVC)-1348-07/2017 allowed in part; Appeal C-02(NCVC)-1349-07/2017 dismissed

Orders

  • Set aside High Court order holding Dato Neoh personally liable; Dato Neoh relieved of personal liability in respect of Forest Steel’s claim
  • Vary High Court award for wages: substitute RM166,594.55 in place of RM350,094.55