Nu-con System Sdn Bhd V Ng Say Heng [2011]

Background

• Nu-con System Sdn Bhd (the “plaintiff”) sued its former employee, Ng Say Heng (the “defendant”), for losses arising from a breach of duty and fiduciary obligations.
• The defendant was a sales manager for the plaintiff.
• The plaintiff had a contract with a customer, C.M.Y.K Ltd., to design and supply a coffee system (“DM2”).
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The Dispute

• The defendant traveled to Thailand to have the DM2 contract signed.
• While in Thailand, the defendant, without authorization, added an appendix to the contract. This appendix outlined additional work and equipment worth approximately RM375,221.20, to be provided by the plaintiff at no additional cost.
• The plaintiff was unaware of this appendix until after the defendant had resigned and they were preparing to implement the project.
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Key Issues

• Did the breach defendant his duty of care and fiduciary duty to the plaintiff?
• Was the appendix a variation on the existing contract, resulting in the plaintiff needing to supply additional equipment and services?
• Did the defendant act beyond his authority when adding the appendix without approval?
• Did the plaintiff incur losses totaling RM375,221.20 due to the defendant’s actions?
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The Court’s Decision

• The Court ruled in favor of the plaintiff on several counts:

1. 1. Breach of Duty: The defendant breached his duty of care and fiduciary duty by adding the appendix without authorization and failing to inform the plaintiff.
   2. Variation of Contract: The appendix significantly altered the original contract, requiring the plaintiff to provide additional work and equipment.
   3. Beyond Authority: The defendant acted outside the scope of his authority by incorporating the appendix without approval.
   4.  

Judgment

• The defendant was ordered to pay the plaintiff RM293,802.77 in damages (a portion of the originally claimed amount).
• The claim for general damages was dismissed.
• The plaintiff was awarded interest and costs.