JUDGMENT

Wan Ahmad Farid Wan Salleh CJ:

Factual background

[1] The parties will be referred to as they were in the High Court.

[2] The plaintiff is a private limited company incorporated in 2010. The 1st and 2nd defendants are shareholders of the 3rd defendant, Harris Luqman Group Sdn Bhd, and concurrently serve as its directors. The plaintiff, along with the 1st and 2nd defendants, entered into a joint venture agreement dated 16 August 2016 ("JVA") to establish a joint venture company ("JV Company") known as Pelorus HLG Sdn Bhd. This JV Company later became the Intervener at the High Court suit.

[3] The JVA sets out the JV Company's objectives, requiring each party to contribute its own resources toward various business activities, including livestock supply, integrated farming and breeding, abattoir operations, the provision of fresh and frozen meat products, fertiliser distribution, and any other related activities the parties may pursue in the future.

[4] The agreement further provides that the Board of Directors shall consist of two directors appointed by the plaintiff company and another two from the 1st and 2nd defendants, with the 1st defendant being appointed as Chief Executive Officer of the JV Company.

[5] The plaintiff provided financial resources to the defendants to develop and operate the JV Company.

[6] However, the relationship between the parties gradually deteriorated over time. The plaintiff alleged that the JV Company had not been managed in accordance with the terms of the JVA.

[7] The plaintiff then commenced its suit at the High Court against the defendants claiming the following:

Against the 1st and 2nd as follows:

a) Repayment of a loan of RM1,000,000.00 advanced to the 3rd Defendant; and

b) Repayment of money advanced to the 1st and 2nd Defendants amounting to RM516,972.02 as of 30 June 2018.