Yokohama Distribution Services Sdn Bhd & 1 lagi Borneo Technical Co. (M) Sdn Bhd

Yokohama Distribution Services Sdn Bhd & 1 lagi Borneo Technical Co. (M) Sdn Bhd

The Court of Appeal held that the 1st defendant breached the Distribution Agreement by failing to give written notice of termination as required under clause 15 and by refusing renewal; clause 4-6 expressly allowed the distributor discretion to set prices so the plaintiff's 25% discount did not breach the DA and defeated the 1st defendant's counterclaim; the 3rd defendant breached fiduciary and fidelity duties by actively preparing and staffing the rival distributor while still a director/chairman; the coordinated acts of the defendants constituted unlawful interference and conspiracy to injure the plaintiff; damages and costs were awarded to the plaintiff and the High Court dismissal of...

Citation
W-02(NCVC)(W)-132 & 123-01/2018 (Mahkamah Rayuan)
Parties
Plaintiff/appellant (in Appeal 132): Borneo Technical Co. (M) Sdn Bhd; 1st Defendant/appellant (in Appeal 123) / Respondent (in Appeal 132): Yokohama Batteries Sdn Bhd; 2nd Defendant/respondent: Yokohama Distribution Services Sdn Bhd; 3rd Defendant/respondent: Goh Swee Heng
Court
NCVC
Jurisdiction
Malaysia
Judgment Date
28 March 2019
Case Number
W-02(NCVC)(W)-132 & 123-01/2018 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal From High Court / Court of Appeal Judgment on Appeals From Kuala Lumpur High Court Order Dated 19.12.2017
Outcome
Appeal W-02(NCVC)(W)-132-01/2018 allowed in part (plaintiff's claims allowed); Appeal W-02(NCVC)(W)-123-01/2018 dismissed (1st defendant's appeal dismissed)
Legal Topics
Breach of Contract, Termination Clause, Contract Interpretation, Fiduciary Duty, Duty of Fidelity, Tortious Interference (unlawful Means), Conspiracy to Injure, Estoppel, Damages, Counterclaim
Source Language
Malay/English
Contract Law Company Law Tort Law Equity (fiduciary Duties) Commercial Litigation Breach of Contract Termination Clause Contract Interpretation +7 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 7 Authorities cited 17 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Borneo Technical Co. (M) Sdn Bhd

Plaintiff/appellant (in Appeal 132)

Yokohama Batteries Sdn Bhd

1st Defendant/appellant (in Appeal 123) / Respondent (in Appeal 132)

Yokohama Distribution Services Sdn Bhd

2nd Defendant/respondent

Goh Swee Heng

3rd Defendant/respondent

Procedural Posture

Civil Appeal From High Court / Court of Appeal Judgment on Appeals From Kuala Lumpur High Court Order Dated 19.12.2017

Legal Issues

  1. 1 Whether 1st defendant breached the Distribution Agreement by refusing to renew it
  2. 2 Whether 3rd defendant breached fiduciary and fidelity duties to the plaintiff
  3. 3 Whether defendants unlawfully interfered with plaintiff's economic interest and conspired to injure the plaintiff

Ratio Decidendi

The Court of Appeal held that the 1st defendant breached the Distribution Agreement by failing to give written notice of termination as required under clause 15 and by refusing renewal; clause 4-6 expressly allowed the distributor discretion to set prices so the plaintiff's 25% discount did not breach the DA and defeated the 1st defendant's counterclaim; the 3rd defendant breached fiduciary and fidelity duties by actively preparing and staffing the rival distributor while still a director/chairman; the coordinated acts of the defendants constituted unlawful interference and conspiracy to injure the plaintiff; damages and costs were awarded to the plaintiff and the High Court dismissal of...

Court Disposition

Appeal W-02(NCVC)(W)-132-01/2018 allowed in part (plaintiff's claims allowed); Appeal W-02(NCVC)(W)-123-01/2018 dismissed (1st defendant's appeal dismissed)

Orders

  • Awarded RM3,548,568.86 to plaintiff for relocation and renovation costs
  • Awarded RM2,606,232.00 to plaintiff as general damages for loss of profit