in the court of appeal malaysia (appellate jurisdiction)

34. This was and is a clear breach of the fiduciary duty not to
be placed in a situation of conflict of duty and interest.
35. The Petitioner responded by its solicitors’ letter dated 11
February 2004. In the letter, the Petitioner made the
point, inter alia, that breaches of fiduciary duties to one’s
partner, one instance of which the 2 nd Respondent had
admitted, should not be trivialized, and that the 2 nd
Respondent’s response confirmed that the collaborative
relationship of trust and confidence between them had
come to an end.
36. The Petitioner is aggrieved by the 2 nd and 3 rd
Respondents’ conduct which constitutes oppressive
conduct or unfair disregard of the Petitioner’s interest as
a member and joint venture partner. Further or
alternatively, such conduct is unfairly discriminatory or
unfairly prejudicial against the Petitioner.
37. The 2 nd and 3 rd Respondents’ conduct has destroyed any
confidence and trust the Petitioner once had in the 2 nd
Respondent as its co-member and joint venture partner in
the joint venture business operated under the 1 st
Respondent.
38. The 2 nd Respondent’s breaches of fiduciary duties not to
act in conflict with its duty to the Petitioner and against
the Petitioner’s interest strike at the heart of the
relationship between the Petitioner and the 2 nd
Respondent, which is one of mutual trust and
confidence. Without such trust and confidence the
Petitioner finds it impossible to carry on the joint venture
business with the 2 nd Respondent. It would be unfair to
expect the Petitioner to carry on the joint venture
business with the 2 nd Respondent as its partner, for the
relationship of trust and confidence between them had in
reality come to an end.
39. For the reasons given above, the Petitioner humbly
petitions to this Honourable Court for protection and
relief under section 181 of the Companies Act, 1965.
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