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Section 218 - Coggle Diagram
Section 218
Scenarios
(a) Misuse of property
Yukilon Manufacturing Sdn Bhd & Anor v Dato’ Wong Gek Meng & Ors
(b) Misuse of company's information
Types of information
(Faccenda Chicken v Fowler )
Trivial Character
Dynacast (Melaka) Sdn Bhd v Vision Cast Sdn Bhd
Confidential but kalau dah embodied as skill and knowledge, may use it after resignation
Trade secrets
Coco v Clark (Engineers) Ltd
The information sought to be protected has the necessary quality of confidence
The information was communicated in circumstances importing an obligation of confidence
There must be unauthorised use of that information to the detriment of the party communicating it
Yukilon Manufacturing Sdn Bhd & Anor v Dato’ Wong Gek Meng & Ors
Soon Seng Palm Oil Mill (Gemas) Sdn Bhd
Southern Real Estate v Dellow
Kilbey v Grafters Ltd
Acquired because of his position as directors
Southern Real Estate v Dellow
Kilbey v Grafters Ltd
(c) Abuse of position
Receive bribe, commission, gratification
Furs Ltd v Tomkies
Magnifine Sdn BHd v Yap Mun Him
Grimaldi v Chameleon Mining NL (No 2)
Zaharen Hj Zakaria v Redmas S/b
(d) Diversion of business opportunity
Thing to prove
The opportunity belongs to the company
Current line of business test
Maturing Business Opportunity Test
The directors divert it for his benefit
The person is a director
Current director of the company
Former director but discover business opportunity when he become the director
(e) Engage in business in competition
Engage in business
The business already conducted, not just a mere preparatory conduct (British Midlands)
In competition with the company
Similar types of business
Scintronix Corp Ltd v Ho Kang Peng
All types of business, not only by way of company (establish partnership)
Directors
de facto
de jure
former director
Remedies/ Consequences for Breach
Sue to receive the profit back
Derivative action
Regulators
Without consent or ratification of general meeting (common law)
informed consent
ratification
To
Gain directly or indirectly
Cause detriment to the company
Common Law principle
Disclosure to other directors