Ouji Seiyaku (M) Sdn Bhd v 1. ) LEONG KAH HOE 2. ) CHOO CHIN HUA 3. ) LEONG KIT MING 4. ) Kok Sheau Ing 5. ) BTC MARKET TRADING SDN BHD 6. ) YFL (MALAYSIA) SDN BHD 7. ) RIVER POOL RESOURCES (M) SDN BHD 8. ) TAN HONG YEE 9. ) LIEW KEAN PENG 10. ) LEONG LI TENG 11. ) WARHOL MAC SDN BHD 12. ) BTC IMPERIUM (M) SDN BHD

wa-22ncc-151-04-2022 High Court (Mahkamah Tinggi) 21 April 2026 • WA-22NCC-151-04/2022 • 97 min read
32 cases cited (0 SG, 32 foreign)

Catchwords

FIDUCIARY DUTIES: Breach of fiduciary duty by senior employee – Duty not to make secret profits – Duty not to misappropriate employer's assets – Duty to avoid conflicting or competing business opportunities – Whether a senior employee occupying a position of special trust owes extensive fiduciary duties – Whether procurement of a distribution agreement through an undisclosed familial conflict of interest constitutes a breach of fiduciary duty – Whether the existence of a written contract and a director's approval cures an antecedent breach of fiduciary duty committed in procuring that very contract – Whether renewal of an agreement without disclosure of the conflict amounts to an informed affirmation – Whether commercial success or genuine performance by the counterparty negates a finding of breach – Whether the duty not to compete extends to opportunities beyond the principal's existing product range – Whether functional substitutability, rather than physical identity of products, determines a competing business – Applicability of the 'fraud unravels all' principle to approvals and affirmations procured through non-disclosure – Equitable account of profits – Whether a claim for disgorgement of a secret profit is properly characterised as restitution for total failure of consideration or as a claim in equitable account – Whether proof of precise compensatory loss and causation with certainty is required for a claim framed in equitable account – Whether the absence of a market comparator is a precondition to relief in equitable account ESTOPPEL: Approbation and reprobation – Whether a party is estopped from impugning payments it approved and paid without complaint – Whether estoppel requires full knowledge of the relevant facts at the time of affirmation – Whether a party whose approval was procured through non-disclosure may be estopped from later challenging the resulting arrangement – Whether estoppel, being an equitable doctrine, requires the party invoking it to come to court with clean hands COMPANY LAW: Corporate personality – Veil of incorporation – Shadow directorship – Alter ego and controlling mind – Lifting/piercing of corporate veil between company and controller – Whether de facto control over a related company's negotiations, operations and hiring decisions amounts to shadow directorship – Whether the corporate veil ought to be lifted where companies are interposed as vehicles to receive, hold or conceal proceeds of wrongdoing – Whether a shared registered address, business address and company secretary between related companies evidences a sham arrangement – Whether the formal sign-off authority of a de jure director displaces a finding of shadow directorship – Whether a passive, non-trading shareholder company can be held liable where interposed as a vehicle in the scheme – Whether failure to lodge financial statements under section 259 of the Companies Act 2016 supports an inference of concealment TORT: Dishonest assistance – Knowing receipt – Elements of dishonest assistance and of knowing receipt – Objective-subjective test of dishonesty – Whether directors and shareholders of a related company knowingly assisted in and knowingly received the proceeds of a fiduciary's breach – Whether a familial relationship alone can found a finding of complicity – Whether the unconscionability of an arrangement permits a finding of knowing receipt independent of proof of actual knowledge – Unlawful means conspiracy – Whether an agreement to conspire may be inferred from overt acts without proof of an express agreement – Whether the court must assess the chronology of events cumulatively rather than in isolation – Applicability of section 10 of the Evidence Act 1950 to proof of conspiracy – Conversion – Whether a fiduciary whose own conduct obstructs the tracing of diverted assets may rely on the absence of a forensic sto

Judges (1)

Atan Mustaffa Yussof Ahmad Delivered

Counsel (9)

Foo Hiap Siong & Co Firm Izral Partnership Firm Ng, Arlene Tan & Leong Firm Arlene Tan Counsel Defendant Aw Shi Qin Counsel Defendant Goh Chiau Wee Counsel Defendant Jane Chan Counsel Plaintiff Shahmi Nazir Counsel Plaintiff Soraya Sulaiman Ong Counsel Plaintiff

Parties (13)

BTC IMPERIUM Sdn Bhd Defendant BTC MARKET TRADING Sdn Bhd Defendant Ouji Seiyaku Sdn Bhd Plaintiff RIVER POOL RESOURCES Sdn Bhd Defendant WARHOL MAC Sdn Bhd Defendant YFL Sdn Bhd Defendant Choo Chin Hua Defendant Kok Sheau Ing Defendant Leong Kah Hoe Defendant Leong Kit Ming Defendant Leong Li Teng Defendant Liew Kean Peng Defendant Tan Hong Yee Defendant

Statutes Cited

Companies Act 2016 (Cap 777)
s 259
Competition Act 2010 (Cap 712)
s 2
Evidence Act 1950 (Cap 56)
s 10

Cases Cited (32)

UK (4)
[1942] 1 All ER 378 [1956] 1 QB 702 [1967] 2 AC 46 [1995] 3 All ER 97
AU (1)
[2002] NSWSC 33
MY (27)
[1979] 2 MLJ 229 [1994] 3 CLJ 806 [1995] 3 MLJ 331 [1997] 2 CLJ 607 [2003] 4 CLJ 294 [2005] 6 CLJ 413 [2008] 4 MLJ 187 [2011] 8 CLJ 236 [2012] 1 MLJ 761 [2013] 2 MLJ 174 [2014] 2 MLJ 799 [2014] 3 CLJ 1 [2014] 6 MLJ 488 [2015] 5 MLJ 394 [2015] 9 CLJ 590 [2016] 3 MLJ 797 [2016] 5 MLJ 91 [2016] 8 CLJ 804 [2017] 4 CLJ 1 [2019] 3 MLJ 510 [2019] 6 CLJ 516 [2021] 10 MLJ 21 [2021] 9 MLJ 581 [2024] 6 CLJ 194 [2025] 10 CLJ 341 [2025] 8 CLJ 310 [2025] MLJU 3413

Judgment

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Source: eJudgment (wa-22ncc-151-04-2022)