11 Feb 2020
Delta-Pelita Sebakong Sdn Bhd 1. Wong Hou Lianq 2. Kathryn Ma Wai Fong (f) 3. Golden Cash Harvest Sdn Bhd
- Citation
- Q-02(NCvC)(W)-22-01/2018, Q-02(NCvC)(W)-90-01/2018, Q-02(IM)(NCvC)-2001-09/2018 (Mahkamah Rayuan)
- Court
- NCvC
- Case number
- Q-02(NCvC)(W)-22-01/2018, Q-02(NCvC)(W)-90-01/2018, Q-02(IM)(NCvC)-2001-09/2018 (Mahkamah Rayuan)
On the facts the Court of Appeal found Delta’s 6/8/2013 letter amounted to wrongful repudiation and unlawful termination of the agreement; Delta had effectively elected/ratified the agreement and was estopped from denying liability despite a breach of s.131 by directors; Golden therefore was entitled to the contract balance and associated recoverable losses (including quantum meruit if necessary); allegations of breach of fiduciary duty under s.132 were not proven; certain special damages were allowed and Delta’s counterclaim largely failed except for nominal damages.
- Section 131 disclosure (companies act 1965)
- Section 132 duty of directors (companies act 1965)
- Repudiation and wrongful termination of contract
- Quantum meruit (contracts act / case law)
- Special and general damages
- Estoppel and election to affirm