PEMPETISYEN LEE LENG CHAN 1. ) ADDEKOH SDN BHD 2. ) KOH SIONG CHOON 3. ) WONG SOH LING

PEMPETISYEN LEE LENG CHAN 1. ) ADDEKOH SDN BHD 2. ) KOH SIONG CHOON 3. ) WONG SOH LING

On the balance of probabilities the company’s sole substratum (sole distributorship) had failed resulting in zero sales; that failure alone satisfies the just and equitable ground under s465(1)(b) CA 2016. Independent corroborative finding of a breakdown of mutual trust consistent with quasi‑partnership features reinforces the conclusion that winding‑up is appropriate. The court therefore ordered the company wound up and the Official Receiver appointed as liquidator and awarded costs to the petitioner.

Citation
WA-28NCC-94-01/2023 (Mahkamah Tinggi)
Parties
Petitioner: Lee Leng Chan; 1st Respondent (company): Addekoh Sdn Bhd; 2nd Respondent: Koh Siong Choon; 3rd Respondent: Wong Soh Ling
Court
High Court
Jurisdiction
Malaysia
Judgment Date
5 March 2025
Case Number
WA-28NCC-94-01/2023 (Mahkamah Tinggi)
Procedural Posture
Companies Winding Up Petition / Judgment / Final Order
Outcome
Petition allowed; Addekoh Sdn Bhd ordered to be wound up on just and equitable grounds
Legal Topics
Just and Equitable Winding Up, Loss of Substratum, Quasi Partnership and Breakdown of Mutual Trust, Appointment of Liquidator, Costs Orders
Source Language
Malay/English
Company Law Insolvency Law Corporate Governance Just and Equitable Winding Up Loss of Substratum Quasi Partnership and Breakdown of Mutual Trust Appointment of Liquidator Costs Orders

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Parties

Lee Leng Chan

Petitioner

Addekoh Sdn Bhd

1st Respondent (company)

Koh Siong Choon

2nd Respondent

Wong Soh Ling

3rd Respondent

Procedural Posture

Companies Winding Up Petition / Judgment / Final Order

Legal Issues

  1. 1 Whether the petition discloses just and equitable cause under section 465(1)(b) CA 2016
  2. 2 Whether the company’s substratum has failed following loss of sole distributorship
  3. 3 Whether there has been a breakdown of mutual trust and confidence amounting to a quasi-partnership dissolution

Ratio Decidendi

On the balance of probabilities the company’s sole substratum (sole distributorship) had failed resulting in zero sales; that failure alone satisfies the just and equitable ground under s465(1)(b) CA 2016. Independent corroborative finding of a breakdown of mutual trust consistent with quasi‑partnership features reinforces the conclusion that winding‑up is appropriate. The court therefore ordered the company wound up and the Official Receiver appointed as liquidator and awarded costs to the petitioner.

Court Disposition

Petition allowed; Addekoh Sdn Bhd ordered to be wound up on just and equitable grounds

Orders

  • Addekoh Sdn Bhd be wound up
  • Official Receiver appointed as liquidator