Lokus Medical (M) Sdn Bhd v Lokus/Locus LLC (Russia) (WA-22NCvC-735-10/2019)

LOKUS MEDICAL (M) SDN BHD

WONG POW LAI (NO. K/P: 570913-10-6219) …PLAINTIF-PLAINTIF

LOKUS/LOCUS LLC (RUSSIA)

MALKOV ANDREI VIKTOROVICH

PETRU BALMUS (NO. PASPORT MOLDOVA: 80933103 DAN

ALLIANCE CONTRACT MANUFACTURING SDN BHD

TAN GING HOON (NO. K/P: 591116-01-5659) 23/01/2026 09:54:03

IVAN ANG KHENG HUAT (NO. K/P TIDAK DIKETAHUI) …DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT (After Full Trial) INTRODUCTION [1] The 1st Plaintiff (P1) filed this Suit against the Defendants, alleging that they have acted in conspiracy to injure P1 and interfered with P1’s business, causing it to suffer losses and damages. P1 now seeks a declaration and damages against the Defendants, whereas the 2nd Plaintiff (P2) seeks payment for a personal loan from the 3rd Defendant (D3). The Defendants have also filed a counterclaim against P1. [2]

The trial took place on 22.6.2023, 23.6.2023, 27.7.2023, 28.7.2023,

8.2023, 24.8.2023, 6.1.2024, 16.1.2024, 18.1.2024, 1.3.2024,

24.4.2024, 25.4.2024, 29.4.2024, 30.9.2024, 4.3.2025, 5.3.2025,

6.3.2025 and 18.4.2025, for a total of 19 days. [3] The list of witnesses is as follows-Plaintiffs’ witnesses: i. William Nyam Tee Wui (PW-1); ii. Punitharajan A/L Sundaresan (PW-2); iii. Indra Devi A/P Ganesan (PW-3); iv. Akash Rosen A/L Ramkalaish (PW-4); and v. Dickson Wong Pow Lai (PW-5) First and Second Defendant’s witness: i. Malkov Adrey Viktorovivh (DW-1) Third Defendant’s witness: i. Petru Balmus (DW-2) Fourth to Sixth Defendant’s witnesses: i. Ivan Ang Kheng Huat (DW-3); and ii. Tan Ging Hoon (DW-4) [4] At the end of the trial, on a balance of probabilities, this Court allowed P1’s claim against Lokus Russia (D1), D2 and D3; and dismissed their counterclaim against P1. However, P1’s claim against ACM (D4), Tan (D5) and Ivan (D6) was dismissed, while D4’s counterclaim was allowed. Further, P1’s claim for detinue against D4 was also allowed, while P2’s claim against D3 for the personal loan was dismissed. BRIEF FACTS [5] This case revolves around a medical product known as the Lokus Bandage. It is a polyurethane foam adhesive bandage used on patients with chronic wounds. According to the Plaintiffs, the Lokus Bandage is the modern replacement for traditional cotton bandages, napkins, gauze and plasters. The Lokus Bandage is also a class 3 medical device under the classification of the International Organization for Standardization (ISO) and Medical Device Authority (MDA), Ministry of Health Malaysia. [6] Prior to the Plaintiffs’ participation in the Lokus Bandage business, D1 was the sole manufacturer of Lokus Bandage. Lokus Bandage, which was initially known as PMP-01 Bandage, was manufactured in Russia by D1, a revolutionary medical device that could prove lifesaving, especially for patients with chronic wounds. [7] Sometime in 2014, D3 who was at that time the manager (director) and shareholder of Lokus Pharma LLC, a company incorporated and based in Dubai, UAE (Lokus Dubai) approached P2 for the opportunity to participate in a potential distributorship of the Lokus Bandage. [8] At that time, Lokus Dubai was the sole distributor of the Lokus Bandage via a distributorship agreement between D1 and Lokus Dubai on 15.8.2014 (Distributorship Agreement).

There was a breach of confidentiality and/or secrecy of the raw materials;

P1 had terminated the technical personnel from D1;

There was no mass production, and the manufacturing was completely stopped

P1 did not obtain the CE mark within 18 months of the execution of the ERMA. [24] As a result of D1's termination of the ERMA, D4 terminated the CMA on 28.6.2019. [25] Summarily, the Plaintiffs claim for, inter alia-

Unlawful/Wrongful termination of the ERMA by D1;

Unlawful/Wrongful termination of the CMA by D4;

A tort of conspiracy to injure between the Defendants;

A tort of interference with Lokus Medical’s business and the ERMA by D2 to D6;

A tort of detinue against D4 to D6 for the 16,800 units of Bandages withheld from 14.6.2019 to 29.11.2019;

The recovery of loan sum of RM 72,577.49 from Dickson to Petru. [26] In a nutshell, P1’s claim is that the Defendants have collectively and intentionally conspired and interfered to cause loss and damage to P1 by their overt acts and/or acts of interference, including but not limited to unlawfully and/or wrongfully terminating the ERMA and CMA, and attempting to recommence the manufacture of the Lokus Bandage without P1. The ultimate objective of such acts was to usurp the Lokus Bandage business, thereby destroying the very purpose of P1’s business, namely, the manufacture and sale of the Lokus Bandage. [27] D2’s claim is premised on a cause of action for the recovery of personal loans of RM 72,577.49 that have been provided to D3. Meanwhile, D3 had also filed a counterclaim against the Plaintiffs, as well as D4, against P1. [28] D1 & D2’s Counterclaim-

a declaration that the Plaintiffs (Defendants in the counterclaim) had individually and/or collectively breached the ERMA and/or their fiduciary duties toward D1 and D2 (Plaintiffs in the counterclaim);

an order that the Plaintiffs (Defendants in the counterclaim) shall fully indemnify the D1 and D2 (Plaintiffs in the counterclaim) from all the loss and damage arising from the breach of the ERMA;

an order that damages pleaded above to be assessed and paid forthwith by the Plaintiffs (Defendants in the counterclaim) jointly and severally;

an order that the D1 and D2 (Plaintiffs in the counterclaim) be fully indemnified by the Plaintiffs (Defendants in the counterclaim) of all damages, interest, costs, expenses and/ or fees arising from this suit;

General damages;

Interest at 5% per annum on all damages awarded from the date of this Writ until full payment;

Costs on a solicitor-client indemnity basis; and

Such other costs and/or reliefs as deemed fit and proper by this Honourable Court. [29] D4’s Counterclaim-

Loss of profits totalling RM13,278,329.28

Alternatively, wasted costs or expenses of RM903,927.17

Alternatively, General Damages. Parties’ Contentions [30] Generally, the Plaintiffs contended that the Defendants have acted in conspiracy to injure the Plaintiffs and have interfered with the Plaintiffs’ business, specifically in relation to the manufacturing of the Lokus Bandage. The Defendants had intended to carry out the manufacturing to the exclusion of P1. The Defendants, in furtherance of their conspiracy to manufacture the Lokus Bandage, have wrongfully procured and/or caused the termination of the ERMA and CMA. [31] P1 further contended that D4 is liable for tort of detinue and/or conversion from 11.6.2019 to 29.11.2019, being the date of the court order for Enclosure 7 dated 29.11.2019, as it had no right to withhold the 16,800 units of the Lokus Bandages produced during Pilot Run No.1. As a result of the act of detinue, P1 was unable to utilise the 16,800 units of Lokus Bandages for exhibition and clinical trial purposes. [32] P2 contended that he had, in his personal capacity, given financial assistance to D3 in the form of a friendly loan in the sum of RM 72,577.49. Accordingly, P2 now seeks to recover the monies lent to Petru. [33] As a result of the above, the Plaintiffs have suffered losses and damages. [34] On the other hand, D1 and D2 contended that the Plaintiff failed to disclose that the 5,000 Lokus Bandages ordered for USD 42,000.00 could not be shipped into Malaysia because the Royal Customs restricted the import due to lack of certification, which misled them into continuing with the distributorship arrangement. [35] They further stated that the Plaintiff represented that P1 would obtain approval and certification from the MDA, but such certification was not secured, thereby preventing lawful distribution of the Lokus Bandage in Malaysia. [36] D1 and D2 also contended that, despite entering into the ERMA, the Plaintiff failed to comply with its obligations and interfered with their rights in the Lokus Bandage business, causing financial losses and reputational harm. [37] Accordingly, D1 and D2 sought declaratory relief that the Plaintiffs misrepresented and failed to disclose material facts, claimed contribution and indemnity for liabilities and losses caused by failure to obtain certification, and sought set-off and damages for breach of ERMA. [38] D3 stated that he was at all material times the manager and shareholder of Lokus Dubai and had represented Lokus Dubai in the Memorandum of Understanding dated 17.9.2014, whereby P2 was appointed as the sole distributor of the Lokus Bandage in Malaysia, Singapore and Indonesia. [39] D3 contended that the Plaintiffs failed to disclose that the 5,000 Lokus Bandages ordered for USD 42,000.00 could not be shipped into Malaysia as the Royal Customs restricted the import due to lack of certification, and further misrepresented that approval from the MDA would be obtained but was not. [40] D3 further submitted that the P1 failed to comply with obligations under the ERMA dated 11.10.2017 and wrongfully interfered with his rights in the Lokus Bandage business, thereby causing him losses and damages, for which he seeks declaratory relief, contribution, indemnity, set-off and damages. [41] D4, D5 and D6 contended that they had participated in the setting up of manufacturing facilities in Malaysia pursuant to the ERMA, under which P1 was appointed as Regional Manufacturer of D1 with exclusive rights to manufacture, pack and/or label the Lokus Bandage in Asia, including China, GCC and the Middle East. [42] They contended that, in reliance on the ERMA and the representations made by D3 and Alexei, they purchased machinery, equipment, and raw materials and incurred substantial costs and expenses to manufacture the Lokus Bandage in Malaysia. [43] D4, D5 and D6 further submitted that the Plaintiffs wrongfully interfered with their exclusive rights under the ERMA to manufacture, pack and/or label the Lokus Bandage in Asia, which caused them to suffer losses and damages, for which they seek declaratory relief, contribution, indemnity, set-off and damages. ANALYSIS AND FINDINGS [44] The reasons for the decision of this Court are confined only to-a) the appeal filed by D1 on this Court's decision, which allowed P1’s claim and dismissed D1’s counterclaim; b) the appeal filed by the Plaintiffs on this Court's decision that dismissed the claim for special damages against D1, for awarding only nominal damages to be paid by D1, D2 and D3, and for the quantum of exemplary/punitive damages awarded by this Court to P1. c) the appeal filed by P1 on the dismissal of its claim against D4, D5 and D6 and for allowing the counterclaim of D4 for special damages of RM 851,325.09; and d) the appeal filed by P2 against the decision of this Court that dismissed his claim against D3. Burden of Proof [45] It is trite law that the onus lies on the Plaintiff to prove his claim in order to succeed against the Defendant, pursuant to sections 101 and 102 of the Evidence Act 1950 (see Datuk Mohd Ali bin Hj Abdul Majid & Anor v. Public Bank Berhad [2014] 4 MLRA 397; [2014] 4 MLJ 465; [2014] 6 CLJ 269; [2014] 4 AMR 301, Tenaga Nasional Berhad (Formerly Lembaga Letrik Negara Tanah Melayu) v. Perwaja Steel Sdn Bhd (Formerly Perwaja Terengganu Sdn Bhd) [1995] 3 MLRH 196; [1995] 4 MLJ 673; [1995] 4 CLJ 670 and Selvaduray v. Chinniah [1939] CLJU 107; [1939] 8 MLJ 253; [1939] 1 MLRA 446). Unlawful Termination [46] D1 terminated ERMA on 12.6.2019 on the grounds, inter alia, of breaches of confidentiality and security, and that P1 had terminated D3 as its representative. [47] P1 contended that the ERMA and CMA were unlawfully terminated and cited the case of Leong Ah Kew & Ors v. Prisma Suria Sdn Bhd [2015] AMEJ 1164; [2015] 8 CLJ 300; [2015] MLJU 715; [2016] 1 MLRH 673, where it was held that in interpreting a contract, “the construction of contract is a question of law for determination by the court and not by witnesses through their evidence.”. [48] P1 further submitted that, in addressing the question of construction of contract, the intention of parties ought to be looked at from the four corners of the agreement itself and referred to the list of cases such as Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v M Concept Sdn Bhd [2010] 1 CLJ 269; [2010] 1 MLJ 597; [2009] 3 MLRA 1; SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 MLJ 464 at 478; [2016] 1 CLJ 177; [2016] 1 MLRA 1, Syarikat Binaan Utara Jaya (A Firm) v. Koperasi Serbaguna Sungei

[49] It was also the submissions of the Plaintiffs that oral evidence could only be admitted to vitiate an agreement/contract on grounds of misrepresentation, mistake, undue influence, failure of consideration etc or where there is ambiguity in the terms of the written agreement and referred to the case of United Malayan Banking Corp Bhd v Tan Lian Keng & Ors [1990] 1 MLJ 280; [1989] 3 MLRH 605. [50] Therefore, in this context, the Plaintiffs must show that the Defendants (i) interfered with P1’s trade or business, (ii) used unlawful means, (iii) intended to injure, and (iv) caused actual damage. [51] Based on the authorities cited by the Plaintiffs, this Court finds that ERMA clearly provided the terms for breaches. Accordingly, as the Plaintiffs contended that under Clause 13.3 of the ERMA, D1 is only entitled to terminate the ERMA if there is a major breach by giving 90 days' notice to P1. D1’s Termination Letter itself states that the ERMA is immediately terminated on the same date the letter was issued. Thus, failure to provide the 90-day notice is, in itself, a breach of the ERMA. Further, a “major breach” is defined as a situation in which P1 completely ceased manufacturing and packaging the Lokus Bandage. Whereas the halt in manufacturing and packaging was the result of D1’s own wrongdoing, as D1 had breached Clause 4 of the ERMA when it failed to provide its technical and consulting assistance for the purpose of Pilot Run No. 2, scheduled for June 2019. [52] Undoubtedly, the only ground for termination under ERMA is a major breach that completely stops production, and in this context, was caused by D1 itself, which refused to send its technicians to Malaysia for the Pilot Run No. 2. [53] This Court also observed that D1, D2 and D3 had deliberately withheld cooperation to compel P1 to agree to Annexure 3 and 4. This conduct constitutes economic hindrance, reflecting a deliberate and coercive action to force the Plaintiffs to accept terms wholly inconsistent with the ERMA by threatening to derail the commencement of Pilot Run No. 2 unless their demands are met. In doing so, D1 has actually breached its obligations under the ERMA to provide technical assistance for Pilot Run No.2. Crucially, this indicates that at this point in time, D1, D2 and D3 no longer have the intention to continue to perform their obligations under the ERMA until and unless Annexure 3 and 4 are agreed upon. [54] Generally, the reasons given by D1 for the termination of the ERMA were-

There was a breach of confidentiality and/or secrecy of the raw materials;

P1 had terminated the technical personnel from D1;

There was no mass production, and the manufacturing was completely stopped; and

P1 did not obtain the CE mark within 18 months from the execution of the ERMA. [55] This Court finds that from the evidence tendered, the allegations for lawful termination of ERMA by D1 are not supported by clear proof. It was observed that among the grounds for ERMA termination were the termination of their representative and the issue of confidentiality. However, D3 was previously an employee of P1 and not of D1, until his employment was terminated. D3 was appointed vide appointment letter dated 11.1.2019 and he was terminated on 31.5.2019 as an employee of P1. D3 confirmed that he is an employee and received a salary from P1, and that he was never employed by or received a salary from D1. This was confirmed by D2 that D3 was never employed and didn’t received salary from D1. D2 also confirmed that D3 was the employee of P1. [56] D1’s contention that D3 is their representative to represent and protect their interests is an afterthought and without basis, as there is no express clause under the ERMA for the need of the appointment of a D1 representative into P1. Further, the ERMA does not name any specific individual from D1 as its representative. Also, the ERMA does not state P1 is required to appoint D1’s representative, and the ERMA does not attach any letter of appointment of D1’s representative to be placed in P1. [57] And for the confidentiality issue raised by D1, D5’s testimony at Q&A 9 of his witness statement in WSDW-4 that the mixing was done at D4’s premises in a secured laboratory and only D1’s technicians and D3 were allowed in the laboratory, is clear evidence that there was no breach of security of any at the material time. Therefore, this reasoning is also an afterthought and baseless. [58] Additionally, Clauses 4.1 and 4.2 of the ERMA provide that D1 is to provide technical assistance and personnel to P1 for the production of the bandage, including full-time technical assistance based in Malaysia. P1 shall consider part-time technical assistance. Therefore, only D1 has control over the raw materials and their mixing. It is the Plaintiffs' submission that the technical personnel under Clause 4.1 and 4.2 refer to D2 and Afonin. This is consistent with the letter issued by D1 dated 16.5.2019, in which three (3) production specialists were named and their passport numbers provided for the purpose of an application for a professional visit pass, for 24 months. The three (3) names were: Alexei, Afonin and D2. This is also consistent with D2’s testimony during cross-examination, in which he confirmed that only Afonin and he know the mixing formula for the raw material, and that, as a result of their coming to Malaysia to conduct the mixing, D1 has fulfilled its obligations to provide technical assistance under ERMA. [59] In regard to the CE Mark, the Plaintiffs submitted that D1’s contention that the CE Mark shall be obtained within 18 months from ERMA’s execution is misplaced. Clause 18.1 of the ERMA only provides that parties are to target to comply with all the terms and conditions in the ERMA for applying ISO 13485 and CE Certification within 18 months, and not to obtain the CE Mark within 18 months from the date of the ERMA. [60] Based on the evidence adduced, this Court agrees with the Plaintiffs' submission and therefore finds that the ERMA was unlawfully terminated by D1. Conspiracy To Injure [61] The Plaintiffs submitted that in the cases of Yeohata Machineries Sdn Bhd & Anor v Coil Master Sdn Bhd & Ors [2015] 6 MLJ 810 at pages 820 to 821; [2016] 2 CLJ 414; [2016] 6 MLRA 326 and Renault SA v Inokom Corp Sdn Bhd & Anor and other appeals [2010] 5 MLJ 394 at pages 406 to 407; [2010] 5 CLJ 32; [2008] 3 MLRA 504 as the guiding principle that the Plaintiffs have to satisfy to establish the tort of conspiracy to injure-a. a combination or agreement between two or more individuals; b. an intent to injure; c.

a declaration that the Plaintiffs (Defendants in the counterclaim) had individually and/or collectively breached the ERMA and/or their fiduciary duties toward D1 and D2 (Plaintiffs in the counterclaim);

an order that the Plaintiffs (Defendants in the counterclaim) shall fully indemnify D1 and D2 (Plaintiffs in the counterclaim) from all the loss and damage arising from the breach of the ERMA;

an order that damages pleaded above to be assessed and paid forthwith by the Plaintiffs (Defendants in the counterclaim) jointly and severally;

an order that the D1 and D2 (Plaintiffs in the counterclaim) be fully indemnified by the Plaintiffs (Defendants in the counterclaim) of all damages, interest, costs, expenses and/ or fees arising from this suit;

General damages; Aggravated Damages; and Exemplary

Interest at 5% per annum on all damages awarded from the date of this Writ until full payment;

Costs on a solicitor-client indemnity basis; and

Such other costs and/or reliefs as deemed fit and proper by this Honourable Court. [74] On this, the Plaintiffs referred to the cases of Syarikat Binaan Utara Jaya (A Firm) v. Koperasi Serbaguna Sungei Glugor Berhad [2009] 1 CLJ 786; [2009] 2 MLJ 546; [2008] 2 MLRA 809, SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 MLJ 464 at 478; [2016] 1 CLJ 177; [2016] 1 MLRA 1, and Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v M Concept Sdn Bhd [2010] 1 CLJ 269; [2010] 1 MLJ 597, which held that where the language of the document is unambiguous and clear, the Court has to look at the four corners of the agreement i.e. the ERMA in this regard. [75] D1 filed the counterclaim against P1, alleging that P1 breached the ERMA, which D1 claims was intended as a joint venture, thereby giving rise to fiduciary duties owed to D1 and D2. They seek a declaration for breach and damages. In response to D1’s counterclaim, P1 submitted that there is no Joint Venture or Fiduciary Duties, as the ERMA expressly stated that it is not a partnership. The relationship between the parties is purely commercial and therefore does not give rise to any fiduciary duty. The grounds cited in D1’s Termination Letter (confidentiality breach, termination of technical staff, no mass production, no CE mark) were unsubstantiated. The real reason for the termination was P1’s refusal to accept proposed amendments (Annexures 3 and 4) in furtherance of a conspiracy against the Plaintiffs. Thus, D1, having caused the termination of the ERMA through unlawful conspiracy and interference, is barred by the maxim ex turpi causa non oritur actio from pursuing its claim. Further, based on the evidence adduced, D1 had not shown any losses that it purportedly suffered. This was also supported by the testimony of D2 and D3. [76] The Plaintiffs disputed that ERMA is a Joint Venture or Partnership. The Plaintiff contended that it was not; thus, it did not owe a fiduciary duty to D1. Specifically, the Plaintiffs relied on Clause 16 of the ERMA, which expressly provides that the ERMA is not a partnership.

“ RELATIONSHIP OF THE COMPANY AND THE REGIONAL

MANUFACTURER 1 The Regional Manufacturer is not considered an agent, employee or legal representative of the Company but an independent exclusive manufacturer only and this Agreement shall not be construed as a partnership of any kind.” [77] As deliberated earlier, this Court finds that the actual reason behind D1’s termination of the ERMA was due to P1’s refusal to accept Annexure 3 and 4 to amend the existing terms of the ERMA and the conspiracy to injure the Plaintiffs. [78] As such, this Court finds that there was no breach of the ERMA by P1 as the ERMA was unlawfully terminated by D1. [79] Thus, the Counter Claim is dismissed with costs. Termination of the CMA by D4 D4 proceeded to terminate the CMA on 28.6.2019 vide its letter dated 28.6.2019 (D4 Termination Letter) on two grounds -

D4 received notice from D1 on 13.6.2019 stating that the ERMA has been terminated; therefore, the covenants under Clause 7.1(a) and (c) of the CMA are no longer correct and accurate.

The termination of the ERMA constitutes a substantial change in the business of P1. [80] Notably, in an earlier decision by Justice Firuz on 1 July 2020, of the injunction application by the Plaintiff, the Judge held that “In the above premise, the Plaintiff’s application for interim injunction (Enc. 6) is dismissed. Bearing in mind that the 4th Defendant is only a contract manufacturer whose business is to produce and manufacture the Lokus Bandage to sustain its business...”. [81] This clearly means that without P1's instruction, D4 would not have the right to manufacture or produce the Lokus Bandage. Clause 2.5 of the ERMA allows P1 to outsource the manufacture of the Lokus Bandage to a third party, and pursuant to this clause, P1 has sourced D4, a contract manufacturer. [82] This Court finds that the CMA between D4 and P1 is a straightforward manufacturing contract, in which the pricing and profitability of the manufactured goods are based on the amortisation of equipment and setup costs over the expected volume of goods to be produced. Clauses 2.1 and 2.2 set out the obligations of D4 and P1, under which D4 shall manufacture the Lokus Bandage, except for the chemical mixing process. [83] Further, the Plaintiffs pleaded case in the Amended SOC- “252.3 The 4th to 6th Defendants, being ACM, Tan and Ivan, are instrumental in assisting Lokus Medical in its performance of the ERMA via the CMA because the only reason for the existence of the CMA is the ERMA”. [84] In view of the Plaintiffs' own pleaded case in the Amended SOC that without the ERMA, the CMA cannot exist, and since the Plaintiffs are no longer seeking specific performance, termination of the ERMA caused the substratum of the CMA to be destroyed. The CMA could no longer be performed. The CMA thus became redundant and in vain. The production of the Lokus Bandages under the CMA became impossible. D4 was correct to terminate the CMA. The Plaintiffs are bound by the admissions in the Amended SOC. [85] The mere issuance of a letter directly from D1 to D4 and D5’s meeting with D3 does not amount to conspiracy to injure, interference with the ERMA, and procurement or inducement to cause the termination of the ERMA. Had D4 and D5 wanted to conspire to injure, interfere with the ERMA, and procure or induce the termination of the ERMA against the Plaintiffs, D4 would not have disclosed the existence of the letter dated 28.5.2019 to P2. In any event, D4 and D5 never responded to the letter dated 28.5.2019. D4 and D5 also did not partake in any discussions with D1. No evidence in rebuttal was produced by the Plaintiffs to dispute this. [86] Further, the Plaintiffs failed to plead in the Amended SOC whether D5 and D6 conspired to injure the Plaintiffs in their personal capacities or as directors or employees of D4. There are also no pleaded facts or particulars that justify piercing D4's corporate veil. If D5 and D6 are alleged to have conspired to injure the Plaintiffs in their capacity as a director and employee of D4 (rather than their personal capacity), D4 is liable for the same as their principal. Only if D5 and D5 are alleged to have conspired to injure the Plaintiffs in their personal capacity respectively can they be made personally liable towards the Plaintiffs. [87] Obviously, D5 and D6, being a director and employee of D4, are exempt from personal liability. The exception being that D5’s and D6’s decisions or actions towards the Plaintiffs were in breach of any fiduciary or other personal legal duties owed to D4. The Plaintiffs had failed to plead in the Amended SOC that the decisions or acts of D5 and D6 were not made in the course of their duties as directors and employees of D4 or that the decisions or acts of D5 and D6 were made beyond their authority. The decisions or acts of D5 and D6 were made in breach of their fiduciary duties or other personal legal duties owed to D4. By reason of the above, D5 and D6 do not incur any personal liability in respect of the Plaintiffs’ causes of action. [88] Termination of the CMA was correct, justified, and reasonable, as the CMA existed due to the ERMA. Therefore, this Court is inclined to the submissions of D4, D5 and D6 that the production of the Lokus Bandage became an impossibility. These are pleaded by P1 in paragraph 261.5 of the Amended SOC. Thus, P1 is bound by these pleadings. D4 was entitled, amongst others, by Clause 10.3 (c) of the CMA to terminate the CMA and Clause 10.3 (c) of the CMA does not require any notice to remedy a breach to be given before D4 is entitled to terminate the CMA. [89] Regarding conspiracy to injure by D4, D5 and D6, they contended that there are only 2 types of conspiracy to injure: lawful means or unlawful means conspiracy to injure. The type of conspiracy to injure must be clearly identified and pleaded in the Amended SOC. This was not done and this is fatal (See: Goh Bak Ming v Yeoh Eng Kong [2018] AMEJ 0923; [2019] 1CLJ 461; [2019] 3MLRA 56, and other appeals, Golden Affinity Development Sdn Bhd v Lim Yok Wah & Ors [2023] AMEJ 0523; [2023] 6 CLJ 76; [2023] 11 MLJ 581, and Chen Khai Voon v Lim Beng Guan & Ors [2020] MLRHU 2099). [90] Therefore, this Court is of the considered view that the CMA was terminated for the circumstances described in the CMA, and that the termination is with just cause. There was no unlawful termination of the CMA. As such, the Plaintiffs’ claims against D4, D5 and D6 are dismissed with costs. [91] For the damages, D4 submitted that P2 admitted during cross-examination that P1 had not even sold a single Lokus Bandage, both before and after the termination of the ERMA. Thus, P1’s claim for RM14.652 million is conjectural. No documentary evidence was produced, not even an invoice, receipt, or Purchase Order to show that, at the very least, one hospital or one customer bought or has agreed to buy the Lokus Bandage from the Plaintiffs at RM12.00 per bandage. P2 also admitted during cross-examination that the “average” selling price of Lokus Bandage of RM12.00 was an assumption. This is because until today, the Plaintiffs have not sold even a single Lokus Bandage. [92] This Court also agrees with D4’s submissions that no award for loss of profits based on assumptions or projections should be granted. This is because not all businesses end up making profits, and D4 referred to the cases of Sime UEP Properties Bhd v Woon Nyoke Lin [2002] 4 AMR 4383; [2002] 3 CLJ 719; [2002] 1 MLRA 409 and Medicon Plastic Industries Sdn Bhd v. Syarikat Cosa Sdn Bhd [1995] 2 AMR 1577; [1995] 3 CLJ 171; [1995] 2 MLJ 257. [93] Further, P1’s claim for special damages of RM14.652 million is inconsistent with the Plaintiff’s pleaded case in the Amended SOC and contemporaneous documents and P1’s claim for loss of profits of RM14.652 million is inconsistent with its own pleading in the Amended SOC. P1 had also failed to produce its audited accounts for 2021 – 2023 to substantiate the loss of profits’ claim of RM14.652 million, despite claiming damages during the same period. D4’s Counterclaim [94] This Court has allowed the counterclaim for the following reasons. [95] D4’s counterclaim against P1 is for the wasted expenditure. This included purchases of materials, equipment, and packaging machines pursuant to clause 10.7 of the CMA and pleaded by D4 in its Amended Reply. [96] P2 also testified that P1 had issued indemnities to D4, confirming that D4 would be compensated for the equipment and packaging machines. This was not challenged by the Plaintiffs during the cross-examination of P2. [97] Most importantly, the previous decision of this Court by Justice Firus held that all the machinery, materials and equipment being used to produce the Lokus Bandage were purchased by D4. The findings were affirmed on appeal by the Court of Appeal, thus binding on this Court. [98] This Court is inclined with the submissions of D4, D5 and D6 and allowed D4’s counterclaim, accordingly. [99] D4’s counterclaim against P1 is for the loss of profits totalling RM13,278,329.28. Had the ERMA not been terminated because of the Plaintiffs’ actions, D4 contended that it could have made the aforesaid profits from producing the Lokus Bandage. Alternatively, the Defendants sought reimbursement for the wasted costs incurred by D4 in purchasing raw materials and machinery and in producing the Lokus Bandage. On this, this Court has allowed D4's claim of RM 851,321.09 as wasted costs of expenses. P2’s Personal Loan to D3 [100] It is P2’s case that he had provided a financial advance to D3 in the sum of RM72,577.49 commencing from 18.12.2017 to 27.12.2018. He contended that this amount remains outstanding and has not been paid by D3, and that P2 is seeking to recover it. For each loan P2 made to D3, there was a documented agreement signed by P2 and D3. On 1.3.2019, D3 had also signed and acknowledged the Statement of Personal Loan as at 29.1.2019 for the sum of RM 72,577.49, which is the sum P2 is seeking to be repaid by D3. P2 submitted that D3’s claim of the loans given in 2017 and 2018 were, in fact, salaries, cannot hold water, as he only commenced his employment with P1 on 11.1.2019. [101] On the other hand, D3 contended that the payments in question began in December 2017, shortly after D3 arrived in Malaysia to commence full-time work with P1, although he was not on payroll until March 2019 due to delays in securing an employment visa. During this period, D3 worked full-time in accordance with the obligations set out in Clause 1.3 of the TMIA. However, he was unable to receive formal salary payments due to the visa issue. As a result, D3 had to frequently exit and re-enter Malaysia on a travel visa, incurring costs for flights, lodging, and subsistence, all to maintain his legal status and continue his role at P1. These payments by P2 were made in lieu of salary or as reimbursements for expenses incurred due to P1’s failure to provide proper employment documentation. Even P2 acknowledged that D3 only began receiving formal salary payments in March 2019. Furthermore, no salary deductions were made for these alleged loans after Petru was formally on the payroll, contrary to the alleged loan agreement. [102] This Court finds that D3's submissions that the alleged loan amounts were not gratuitous or personal and that they were operational payments to facilitate D3’s compliance with his full-time obligations under the TMIA, to enable P1 to retain his services, as a reasonable and justified explanation. Definitely without his presence, the flow of work would be disrupted. He did not have proper documentation at that time to work in Malaysia, and the expenses have a basis. Loss and Damages to the Plaintiffs [103] P1 submitted that it had suffered loss and damage as a result of the conspiracy to injure and interfere with its business, the unlawful termination of the ERMA, and is seeking such loss and damages from the Defendants in the form of special and general damages, aggravated damages, and exemplary damages. [104] P1 further claimed for expenses incurred since the execution of the ERMA on 10.10.2017 up to the date of termination of the CMA 28.6.2019 in the sum of RM 1,062,849.00 as special damages as expenses for the purpose of locating a manufacturer to manufacture the Lokus Bandage, going through the process of certification, licensing, manufacturing, marketing as well as conducting the necessary tests to manufacture the Lokus Bandage. The Plaintiffs also claimed that it has incurred expenses for the purpose of obtaining the ISO 13485 Certificate. In relation to the expenses incurred by P1 up to the termination of ERMA on 12.6.2019, the Plaintiffs adduced audited accounts for the financial year ending 2018 to 2019, which show a net operational loss of RM 1,062,849.00 for those years. It was the submission of the Plaintiffs that, if this Court is of the view that the expenses incurred by P1 since execution of the ERMA cannot be precisely determined, the Plaintiffs submitted that this Court nevertheless retains the discretion to award general damages. [105] P1 also sought damages for loss of profits had the ERMA not terminated. The Plaintiffs submitted that P1 could have commenced the commercial sale of the Lokus Bandage but for the conspiracy to injure, interference and unlawful termination of the ERMA and CMA by the Defendants. The Plaintiffs referred to the case of Sambaga Valli a/p KR Ponnusamy v Datuk Bandar Kuala Lumpur & Ors and another appeal [2018] 4 AMR 745; [2018] 1 MLJ 784; [2018] 3 MLRA 488; [2017] CLJU 500 that held-it is fundamental and trite that a plaintiff claiming damages must prove his damage. A plaintiff cannot simply make a claim without placing before the court sufficient evidence of the loss it has suffered even if it is otherwise entitled in principle to recover damages. [106] In relation to general damages, the Plaintiffs are seeking the loss of opportunity and loss of profit in relation to the production and sale of the Lokus Bandage, which was lost as a result of the actions of the Defendants. [107] In this context, this Court also takes notice of the Plaintiffs’ submissions that if the Plaintiffs have failed to discharge their burden of proving the quantum of damages, the Court may still award nominal damages. Damages [108] In the Federal Court case of Tan Sri Khoo Teck Puat & Anor v. Plenitude Holdings Sdn Bhd [1995] 1 AMR 41; [1995] 1 CLJ 15; [1994] 3 MLJ 777, the Federal Court referred to the judgment of Lord Goddard in Bonham Carter v. Hyde Park Hotel Ltd 64, TLR 177, 178 that the Plaintiffs must prove their damage. It was held- [45] Having set out the legal principle that the Plaintiff must prove their claim for the losses. The law is clear that the person seeking a claim for damages has the burden of proving both the fact and the amount of damages before he can recover them. Damages must be proved with real or factual evidence as opposed to mere particulars, summaries, estimations, or general conclusion in order for a party to recover them - See PB Malaysia Sdn Bhd v. Samudra (M) Sdn Bhd [2008] 1 LNS 679; [2009] 7 MLJ 660.” (Emphasis Added) [109] The law is clear that the person seeking a claim for damages has the burden of proving both the fact and the amount of damages before he can recover them. Damages must be proved with real or factual evidence as opposed to mere particulars, summaries, estimations, or general conclusions in order for a party to recover them (PB Malaysia Sdn Bhd v. Samudra (M) Sdn Bhd [2009] 1 AMR 555; [2008] 1 LNS 679; [2009] 7 MLJ 660). [110] With respect to the claim for damages, this Court finds that the Plaintiffs failed to plead special damages. The claim for operational losses (RM3,585,267.08) and revised loss of profit (RM14,652,000.00) was never pleaded in the Statement of Claim. [111] The losses were also pre-ERMA, and there was no breakdown distinguishing pre-and post-ERDA losses for 2015. For the Post-ERMA operational losses, it was only based on accounts with no supporting invoices, receipts, or payment vouchers, and no linkage between incurred costs and the performance of the ERMA. The loss-of-profit/opportunity claim was prepared by D2, who is neither an expert nor an accountant. [112] Therefore, this Court agrees with the submissions of D4 that the Plaintiffs’ damages claim is speculative, unverified, and fails to meet the threshold for special damages. Both operational losses and loss-of-profit claims are dismissed for want of pleading, proof, and evidentiary support. [113] Further, as per the submissions of D4, P1 failed to prove what expenses related to the production of the Lokus Bandage; and what expenses did not relate to the production of the Lokus Bandage in 2018; for instance, in P1’s audited accounts for 2018, there were expenses for “ang pow”, “medical fees” and “staff refreshment” and in P1’s audited accounts for 2019, there were expenses for “professional fees”, “general insurance”, “realised loss on foreign exchange” and “staff refreshment”. These questions raised by D4 are valid. How do these relate to the production of Lokus Bandage? P1 failed to prove what expenses related to the production of the Lokus Bandages; and what expenses did not relate to the production of the Lokus Bandage. [114] Also, P1’s claim of RM14.652milllion is “gross profit”; and not “net profit”. This is because all the relevant documents to prove its expenses of RM1.68 per Lokus Bandage to produce, manufacture, pack and sell the Lokus Bandages have not been considered and produced before this Court. [115] Therefore, this Court finds that the claim for special damages by the Plaintiffs has not been strictly proven. Likewise, the claim for general damages has not been substantiated by credible evidence on a balance of probabilities. However, the Plaintiffs had, to some extent, suffered damage as a result of the Defendants’ wrongful acts but could not prove the quantum by credible evidence. In the interest of justice, this Court awards a reasonable sum as nominal damages to be paid by the D1, D2 and D3 to the Plaintiffs with interest at the rate of 5% per annum from the date of judgment until the date of full and final settlement. [116] In arriving at this decision on quantum, this Court has observed the following cases of NS Seng Sdn Bhd. v Syarikat Gemilang & Ors [2024] 5 AMR 662; [2024] 7 CLJ 410; [2024] 10 MLJ 406; 2024] AMEJ 1211 and CB Media Sdn Bhd. & Ors v Kesas Sdn Bhd. [2019] 4 CLJ 609; [2019] MLJU 212; [2019] AMEJ 0086. In NS Seng Sdn Bhd. (supra), the High Court awarded RM10,000.00 as nominal damages for breach of contract when the Plaintiff failed to discharge its burden of proving the quantum of damages, while in CB Media Sdn Bhd (supra), the Court of Appeal awarded RM50,000.00 as nominal damages for trespass. Therefore, this Court is of the view that the amount awarded to the P1 is justified. [117] Additionally, in Teknology Enviro-Kimia (M) Sdn Bhd v Bufflow Engineering Sdn Bhd & 3 Ors [2021] MLJU 3047, Sabah and Sarawak Kota Kinabalu High Court Suit No. BKI-22NCvC-52/7-2020, it was held- “[374] The Court finds that the claim for special damages in the sum of RM1,640,879.83 has not been strictly proven. Further, the claim for general damages has not been substantiated by credible evidence on a balance of probabilities. However, that does not mean that the Court must award nothing to the Plaintiff who, to some extent, suffered damage as a result of the Defendants’ breach but could not prove the quantum by credible evidence. In NS Seng Sdn Bhd v Syarikat Gemilang & Ors [2024] MLJU 1034, the High Court awarded RM10,000.00 as nominal damages for breach of contract when the Plaintiff failed to discharge its burden of proving the quantum of damages. In CB Media Sdn Bhd & Ors v Kesas Sdn Bhd [2019] 4 CLJ 409, the Court of Appeal awarded RM50,000.00 as nominal damages for trespass. In the interest of justice, the Court award a sum of RM30,000.00 as nominal damages to be paid by the Defendants to the Plaintiff with interest at the rate of 5% per annum from the date of judgment until the date of full and final settlement. The costs of this action in the sum of RM20,000.00 shall be paid by the Defendants to the Plaintiff subject to allocatur fee.” [118] Further, in Sony Electronics (M) Sdn Bhd v. Direct Interest Sdn Bhd [2006] 2 MLRA 583; [2007] 2 MLJ 229; [2007] 1 CLJ 611, the Court of Appeal held- “Nominal damages may be awarded where the fact of a loss is shown but the necessary evidence as to its amount is not given. Although this is one of many situations in which nominal damages may be awarded, ‘it is important to distinguish it from the usual case of nominal damages awarded where there is a technical liability but no loss’ (see McGregor on Damages, Chapter 10). [119] In the present case, the Plaintiffs have failed to prove this loss; even in the absence of a basis for determining the amount of the loss, this Court has awarded nominal damages. [120] Likewise, in Big Junkyard Sdn Bhd & Anor v. Chan Kah Wai [2023] 1 CLJ 564; [2022 MLJU 2923; [2022] AMEJ 1566; [2022] MLRHU 2416, the Court discussed at length whether an order for exemplary or aggravated damages can be awarded. It was held- [41] Thus, aggravated damages are given as additional compensation where there is injury to the feelings of the plaintiff that is caused by or exacerbated as a result of exceptional conduct of the defendant. The conduct must be high-handed or malicious act or an act done in an oppressive manner. Mere wrongful conduct is not sufficient. There must be something exceptional in the act that was done. The matter was lucidly stated by Lord Devlin in Rookes v. Barnard [1964] AC 1129 at page 1232 as follows: I doubt whether the facts disclosed in the summing up shows even a case for aggravated damages... present there seems to be no evidence that the Respondents were motivated by malevolence or spite against the appellant... Again in so far as disclosed in the summing up there was no evidence of offensive conduct or of arrogance or insolence. [42] The principles stated above show that there are two elements relevant to the availability of an award for aggravated damages: firstly, exceptional or contumelious conduct or motive on the part of the defendant in committing the wrong; secondly, intangible loss suffered as a result by the plaintiff, that is injury to feelings or personality. Based on the above principles the facts of the case at hand does not make out a case for aggravated damages. There is nothing exceptional about the action of the 2nd defendant. There is no evidence of offensive conduct or arrogance or insolence of motive or that the 2nd defendant was motivated by malevolence or spite. The learned Sessions Court Judge had erred in law when awarding aggravated damages, albeit by way of a global sum together with exemplary damages. [43] The next issue is whether a case for exemplary damages has been made out. The purpose of exemplary damages is to show the court’s abhorrence to “outrageous” conduct which conduct or behaviour is punishable. The purpose is to punish the defendant. There are two parts in granting exemplary damages. The first part is to clear the threshold. The plaintiff has to first show that he falls within one of the three categories enunciated in Rookes v, Barnard (recently reiterated by the Federal Court in Koperal Zainal bin Mohd Ali & Ors v. Selvi a/p Narayan (joint administrator and dependant of Chandran a/l Perumal, deceased) & Anor [2021] 3 MLRA 424; [2021] 3 MLJ 365; [2021] 6 CLJ 157 and Tenaga Nasional Bhd v. Evergrowth Aquaculture Sdn Bhd & Other Appeals [2021] 6 MLRA 501; [2021] 5 MLJ 937; [2021] 9 CLJ 179). [44] The failure to cross this threshold is fatal for a claim for exemplary damages. The three categories are:

oppressive, arbitrary or unconstitutional action by the servant of the government; or

(ii) where the defendant’s conduct has been calculated by him to make a profit for himself which may well exceed the compensation payable to the plaintiff; or

(iii) where exemplary damages is expressly authorised by statute. [45] Once the plaintiff has cleared this threshold the plaintiff must show “outrageous” conduct. The principle is stated by Lord Devlin in Rookes v. Barnard as follows: In a case in which exemplary damages are appropriate, a jury should be directed that if, but only if, the sum which they have in mind to award as compensation (which may, of course, be a sum aggravated by the way in which the defendant has behaved to the plaintiff) is inadequate to punish him for his outrageous conduct and to deter him from repeating it, then it can award some larger sum. [46] The Court of Appeal in Sambaga Valli gave a description of what may amount to “outrageous” punishable conduct: [33] The exemplary damages or punitive damages – the two terms now regarded as interchangeable – are additional damages awarded with reference to the conduct of the defendant, to signify disapproval, condemnation or denunciation of the defendant’s tortious act, and to punish the defendant. Exemplary damages may be awarded where the defendant has acted with vindictiveness or malice, or where he has acted with a ‘contumelious disregard’ for the right to the plaintiff. The primary purpose of an award of exemplary damages may be deterrent, or punitive and retributory, and the award may also have an important function in vindicating the rights of the plaintiff. [47] If this part is cleared, only then the court goes into the question of assessing the measure of exemplary damages to be awarded. This second part has its own principles which are not relevant here as the plaintiff has failed to cross the threshold. He failed in bringing himself within the categories and failed to show “outrageous” conduct. A reasonable judge faced with similar facts would not have granted exemplary damages. The decision of the learned Sessions Court Judge is plainly wrong and against the established principles for“awarding e”emplary damages. (Emphasis Added) Aggravated Damages [121] P1 had also claimed for aggravated damages of RM1 million as additional compensation for the Defendants’ conspiracy and unlawful interference to usurp the Lokus Bandage business from P1. On this point, this Court is guided by the legal viewpoint held in these cases of Pearson Hardman Industries (M) Sdn Bhd v MES Technoservice Malaysia Sdn Bhd [2022] 2 AMR 162; [2022] MLRH 664; [2021] CLJU 2197; [2021] MLJU 2626; and Appsmiths Sdn Bhd v Jason Kok Chin Hwa & Ors [2024] 8 AMR 97; [2024] CLJU 2197; [2024] MLJU 2523; [2024] MLRHU 1790, where the Court held that corporate entities cannot be granted aggravated damages (see also Roshairee Abd Wahab v. Mejar Mustafa Omar & Ors [1997] 2 AMR 2044; [1997] 1 CLJ Supp 39; [1996] 3 MLJ 337; [1996] 1 MLRH 548 and Sambaga Valli KR Ponnusamy v. Datuk Bandar Kuala Lumpur & Ors And Another Appeal [2018] 4 AMR 745; [2018] 1 MLJ 784; [2018] 3 MLRA 488; [2017] 1 CLJU 500). [122] Likewise, in Bukit Tinggi Hospital Sdn Bhd & Anor v. Navin Sharma Karam Chand & Anor And Another Appeal [2025] 8 AMR 961; [2026] 1 MLJ 172; [2026] 1 MLRA 409, the Court of Appeal held-

With regard to aggravated damages, the Court of Appeal’s view was that:

In terms of pleadings, it was imperative and mandatory that the claim for aggravated damages be expressly pleaded and properly 41ggravate41ized. The pleadings must state the facts and circumstances relied upon where the plaintiff asserted that his/her dignity/pride/feelings had been injured; (ii) The injury to the pride, feelings or dignity must have occurred at the same time as the occurrence of the tort, and thus, events occurring after the occurrence of the tort, including pre-litigation conduct or conduct during litigation, were not aggravating circumstances; (iii) The estate of the deceased could sue for aggravated damages but only for events which occurred prior to the death of the41ggravaed and provided that the deceased was conscious and could feel or perceive the alleged aggravating conduct of the tortfeasor. Hence, the estate of a deceased person had no standing to sue for 41ggravateed damages based on events or the tortfeasor’s conduct which occurred after the death of the deceased; (iv) The negligent acts or omission of a tortfeasor must not be conflated with aggravating conduct, albeit the latter must be contemporaneous with the negligent act or omission. The conduct of the tortfeasor in the aftermath was irrelevant; and (v) The manner in which a defendant (tortfeasor) conducted his defence or pursued his litigation strategy could not form the basis for aggravated damages. Rather, such abusive conduct must be dealt with within the confines of the Rules of Court 2012 and the Court’s inherent jurisdiction. (para 138) Exemplary and/or Punitive Damages [123] Exemplary damages were explained by the Court of Appeal in Tradewinds Properties Sdn Bhd v. Zulhkiple A Bakar & Ors [2019] 1 MLRA 238; [2019] 1 MLJ 421; [2019] 2 CLJ 261, and Sambaga Valli Kr Ponnusamy v. Datuk Bandar Kuala Lumpur & Ors And Another Appeal [2018] 3 MLRA 488; [2018] 1 MLJ 784; [2018] 4 AMR 745 (see also Khaw Cheng Poon & Ors v. Khaw Cheng Bok & Ors & Another Appeal [2004] 2 MLRA 687; [2005] 6 MLJ 540; [2005] 3 CLJ 753; [2005] 5 AMR 185, and Bumiputra-Commerce Bank Bhd v. Top-A Plastic Sdn Bhd [2008] 2 MLRA 9; [2008] 5 MLJ 34; [2008] 5 CLJ 737). In Sambaga Valli, the Court of Appeal held- [33] The exemplary damages or punitive damages – the two terms now regarded as interchangeable — are additional damages awarded with reference to the conduct of the defendant, to signify disapproval, condemnation or denunciation of the defendant’s tortious act, and to punish the defendant. Exemplary damages may be awarded where the defendant has acted with vindictiveness or malice, or where he has acted with a “contumelious disregard” for the right to the plaintiff. The primary purpose of an award of exemplary damages may be deterrent, or punitive and retributory, and the award may also have an important function in vindicating the rights of the plaintiff. (See Rookes v. Barnard [1964] 1 All ER 347; A B v. Southwest Water Services [1993] All ER 609; Broome v. Cassell & Co [1971] 2 QB 354, Laksmana Realty Sdn Bhd v. Goh Eng Hwa [2005] 2 MLRA 348; [2006] 1 MLJ 675; [2005] 4 CLJ 871; [2006] 1 AMR 461). [124] Therefore, exemplary damages are not compensatory in nature, but are damages relied upon by the court to punish the wrongdoer for his/her conduct, for the disregard of the Plaintiff’s rights and also to deter others who are contemplating conduct of a similar nature. [125] Based on this, this Court has allowed P1’s claim for exemplary/punitive damages and ordered accordingly-

Nominal Damages of RM RM50K to be paid by each D1, D2 & D3 to P1.

Exemplary/Punitive Damages of RM150K to be paid by D1.

Exemplary/Punitive Damages of RM100K to be paid by D2.

Exemplary/Punitive Damages of RM100K to be paid by D3. [126] During submissions, P1 had withdrawn the claim for an inducement to breach the ERMA and maintained its claim for a tort of conspiracy, a tort of interference, unlawful termination of the CMA and ERMA, and a tort of detinue. Detinue [127] In regard to the Detinue action, P1’s claim is in relation to the 16,800 Lokus Bandage produced during Pilot Run No.1. Importantly, Lokus Bandage is the focus of the business of P1. As such, this Court concluded that P1 is the rightful owner of the manufactured Lokus Bandage by D4 as D4 produced those bandages upon the instruction of P1. Accordingly, nominal damages is allowed to be paid by D4 to P1. CONCLUSION [128] In the interest of justice, and after careful scrutiny and judicious consideration of all the evidence before this Court, including the written and oral submissions of the Plaintiffs and Defendants, on a balance of probabilities, this Court allowed the Plaintiffs’ claim against D1, D2 and D3 but dismissed the Plaintiffs’ claim against D4, D5 and D6. This Court also allowed D4’s counterclaim against P1, while the counterclaims of D1, D2 and D3 against P1 are dismissed. P2’s claim against D3 was also dismissed. [129] As for the Order dated 29.11.2019 on the amount of RM44,856.00, which was held in escrow by the solicitors of D4, D5 and D6, this Court ordered that the sum of RM 26,409.08 is to be released to P1’s solicitors, and RM18,446.92 is to be released to D4. Dated: 20 JANUARY 2026 -SGD- (SUZANA BINTI MUHAMAD SAID) Judicial Commissioner of the High Court NCVC1 Kuala Lumpur For the Plaintiffs: Izzul Faris dan Layyin Teh Hassan Messrs. Simrenjeet, Tay & Co. For the 1st & 2nd Defendant: Nur Dalila dan Nurqamarina Aqilah Roslan Messrs. Malis & Khoo For the 3rd Defendant: James Joshua Paulraj dan Kavitharini Ramesh Messrs. Tanes, Khoo & Paulraj For the 4th, 5th & 6th Defendant: U. Sashiraj, Damian Kiethan dan Justin Lee Messrs. Raj, Ong & Yudistra