Jaya Sudhir A/L Jayaram v Dato’ Seri Timor Shah Rafiq & Ors

Appellant(s): Xxxx

Respondent(s):

• Dato Seri Timor Shah Rafiq
• Nautical Supreme Sdn Bhd
• Azimuth Marine Sdn Bhd
• Nautilus Tug & Towage Sdn Bhd

• YA Datuk Ravinthran a/l Paramaguru
• YA Datuk Azimah binti Omar
• YA Dato' Lim Chong Fong

• The dispute arose over the transfer of 100,000 shares in Nautilus Tug & Towage Sdn Bhd (NTT), a joint venture company, from the third respondent (majority shareholder) to the appellant.
• The second respondent (minority shareholder) disputed this transfer, alleging it breached a pre-emption clause in the Shareholders Agreement, which required consent for share transfers to third parties.
• The appellant initiated a suit claiming a "collateral understanding" entitled him to direct equity participation in NTT, while the second respondent sued the appellant for torts including inducing breach of contract and dishonest assistance.

• Whether there existed a legally binding "collateral understanding" that entitled the appellant to directly acquire shares in the joint venture company, overriding the Shareholders Agreement.
• Whether the appellant was liable for inducing the third respondent to breach the Shareholders Agreement by causing the transfer of shares without complying with the pre-emption clause.
• Whether the appellant was liable for dishonestly assisting the third respondent in breaching its fiduciary duties owed to the second respondent under the Shareholders Agreement.

• The Court affirmed the High Court's finding that the alleged "collateral understanding" did not exist, concluding that the appellant had no legal right to direct participation in the joint venture company's equity without complying with the Shareholders Agreement.
• The Court upheld the High Court's decision that the appellant was liable for inducing a breach of contract and for dishonest assistance, as he was aware of the Shareholders Agreement's pre-emption clause and intentionally caused the share transfer.
• Consequently, the mandatory injunction for the re-transfer of the 100,000 shares from the appellant to the third respondent was affirmed, and the appellant's appeals were dismissed with costs.