Tan Pit Mooi & Ors v Jaia Sdn Bhd

Appellant(s):

• Tan Pit Mooi
• Signature Concepts Sdn Bhd
• Ng Kok Leong
• Hygiene Living Sdn. Bhd.
• Seow Hon Seong
• Protection Brands Pty Ltd
• Hygiene Health Pty Ltd
• Christopher David Plastow
• Mark Christopher Pettitt

Respondent(s): Jaia Sdn Bhd

• YAA Datuk Seri Hashim Bin Hamzah
• Dato' Dr. Choo Kah Sing
• YA Datuk Dr Lim Hock Leng

• The plaintiff acquired the "Stayzon" hygiene product business, including all associated intellectual property and goodwill, from its original Australian owners via a written acquisition agreement.
• The first defendant, who was a director of the plaintiff, was entrusted to register product notifications (NOTs) with the National Pharmaceutical Regulatory Agency (NPRA) in the plaintiff's name but instead registered them under the second defendant, a company she and her husband controlled.
• The plaintiff initiated an action against the defendants alleging passing off, breach of confidence regarding product formulae and unlaunched packaging, and breach of directors' duties, all of which were initially allowed by the High Court.

• Whether the registration of product notifications in a third party's name and the existence of historical Google search entries constitute actionable misrepresentation sufficient to satisfy the requirements of the tort of passing off.
• Whether general product information, such as Material Safety Data Sheets (MSDS) and ingredient lists, possesses the necessary quality of confidence to sustain a claim for breach of confidence when such information is not specifically particularised or is publicly available on product labels.
• Whether a director breaches their fiduciary duty under the Companies Act 2016 by registering regulatory notifications in the name of a separate entity, even if the director subjectively believes the action facilitates business continuity.

• The Court allowed the appeal in part, setting aside the findings of passing off and breach of confidence because the NPRA registry does not imply ownership to the public and the plaintiff failed to prove the confidentiality or unauthorised use of the alleged trade secrets.
• The Court upheld the finding that the first defendant breached her directors' duties, ruling that the "best interest of the company" test is both subjective and objective; registering the NOTs under a different entity was objectively irrational and contrary to the plaintiff's interests following the acquisition.
• The Court reduced the award of exemplary damages from RM150,000.00 to RM30,000.00, holding that such damages must be assessed with restraint and were only applicable to the established breach of directors' duties rather than the unproven tortious claims.