Tan Sri Dato’ Tajudin Ramli v Rego Multi-Trades Sdn Bhd [2018] 7 CLJ 197

Lim Kian Leong (Janet Tang Yii Chi & Tobias Lim with him) (Lim Kian Leong & Co) for the appellant.

Court of Appeal (Putrajaya)

COMPANY LAW: Directors – Breach of fiduciary duties – Whether director acted in good faith in procuring company’s entry into investment management agreement with fund manager – Whether director misled company – Whether director attempted to verify financial viability of fund manager – Whether background checks done before signing of investment management agreement – Whether company suffered losses – Whether director intended to indemnify company – Whether director expressly undertook in personal capacity to make good any losses suffered by company – Whether letter of indemnity a legally binding and enforceable document – Whether letter of indemnity supported by valid considerations

COMPANY LAW: Separate legal entity – Board of directors – Whether holding company and subsidiary company separate legal entities – Board of directors’ resolution of holding company discharging director’s obligations under letter of indemnity – Whether holding company could write off debts of subsidiary company – Whether waiver of director’s obligation under letter of indemnity at holding company’s board of directors’ meeting invalid – Whether board resolution of parent or holding company binding on subsidiary company