Question
Nadia, Ben and Amirul ran a business of exporting and supplying rattan furniture. In January 2019, they formed a private company, Rotan Sdn Bhd (RSB).
Nadia, Ben and Amirul ran a business of exporting and supplying rattan furniture. In January 2019, they formed a private company, Rotan Sdn Bhd ("RSB"). They were the sole shareholders and directors of RSB. They have agreed not to carry out any another business which could compete with RSB, during the period when they were serving as the directors and acting as shareholders of RSB. They further agreed that upon leaving the company, they shall not solicit the clients and customers of RSB.
During the commencement of the business, Ben sought an insurance coverage against the losses of RSB business using his own name. Four months later, one of the warehouses which kept rattan furniture for export was destroyed by fire. As the result, RSB has suffered a great loss
In order to overcome the financial difficulties, Ben and Amirul borrowed RM500,000 from Zass Bank Bhd despite knowing that RSB is unable to pay the loan. When Nadia found out about the loan, they had a quarrel and as a result, Nadia left RSB.
Two months later, Nadia set up a new company called Pokok Sdn Bhd ("Pokok SB") having the same business activity as RSB. She owned 80% of the shares in Pokok SB and the remaining of the shares was owned by Nadia's sister. Through this new company, Nadia's sister secretly solicited clients and customers of RSB. Ben and Amirul were furious when the clients and customers cancelled their bookings and inquired Pokok SB. Nadia denied her involvement in dealing with the clients and customers of RSB.
Based on the above situations, advise Ben and Amirul
i. whether RSB can claim the insurance against the insurance company;
ii. whether RSB, or RSB along with Ben and Amirul are liable for the debts of the company; and
iii. whether RSB has rights to take legal actions against Nadia or Pokok SB
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