KHOO CHOON YAM V GAN MIEW CHEE @GAN KHUAN POH, DATO' DR

KHOO CHOON YAM V GAN MIEW CHEE @GAN KHUAN POH, DATO' DR

A circular director resolution not circulated to every director is void regardless of the director's presence in the country; an undated resignation obtained as a precondition to appointment or under compulsion is void; therefore the 26 February 1999 circular appointment was ineffective and the plaintiff remains a director.

Citation
KHOO CHOON YAM V GAN MIEW CHEE @GAN KHUAN POH, DATO' DR
Parties
Plaintiff / Director: Khoo Choon Yam; 1st Defendant: Gan Miew Chee; 2nd Defendant: 2nd defendant (unnamed in judgment); 4th Defendant / Director: Lim Shook Kong; 5th Defendant / Company: 5th defendant (company)
Court
Malaysian court
Jurisdiction
Malaysia
Procedural Posture
Company Law Originating Summons / High Court Judgment on Originating Summons (declaratory Relief)
Outcome
Declared in favour of plaintiff: plaintiff remains a director; circular resolution dated 26 February 1999 appointing additional directors void.
Legal Topics
Director Appointment, Circular Resolution, Notice to Directors, Director Resignation, Resignation Under Duress, Ratification by Shareholders, Articles of Association
Source Language
en
Company Law Corporate Governance Director Appointment Circular Resolution Notice to Directors Director Resignation Resignation Under Duress Ratification by Shareholders +1 more

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Parties

Khoo Choon Yam

Plaintiff / Director

Gan Miew Chee

1st Defendant

2nd defendant (unnamed in judgment)

2nd Defendant

Lim Shook Kong

4th Defendant / Director

5th defendant (company)

5th Defendant / Company

Procedural Posture

Company Law Originating Summons / High Court Judgment on Originating Summons (declaratory Relief)

Legal Issues

  1. 1 Whether additional directors were validly appointed by a circular resolution not served on an existing director
  2. 2 Whether an undated resignation letter allegedly signed by the plaintiff was effective
  3. 3 Whether a director away overseas is nonetheless entitled to notice of a circular resolution

Ratio Decidendi

A circular director resolution not circulated to every director is void regardless of the director's presence in the country; an undated resignation obtained as a precondition to appointment or under compulsion is void; therefore the 26 February 1999 circular appointment was ineffective and the plaintiff remains a director.

Court Disposition

Declared in favour of plaintiff: plaintiff remains a director; circular resolution dated 26 February 1999 appointing additional directors void.

Orders

  • Declared that the plaintiff Khoo Choon Yam is still a director of the 5th defendant company
  • Declared that the appointment of the 1st and 2nd defendants by circular resolution dated 26 February 1999 is null and void