Le Apple Boutique Hotel (KLCC) Sdn Bhd Keen Solution Sdn Bhd

Le Apple Boutique Hotel (KLCC) Sdn Bhd Keen Solution Sdn Bhd

The Court of Appeal allowed the appeals and set aside the winding up order because the petition was an abuse of process driven by an ulterior mala fide purpose linked to related companies; the High Court erred in not lifting the corporate veil, in adjudicating live issues of Suit 832, and in finding an oral JV and cessation of business without cogent evidence; LABHKLCC remained a going concern and the winding up was unjustified.

Citation
W-02(NCC)(A)-1113-06/2022 (Mahkamah Rayuan)
Parties
Appellant (appeal 1004): Le Apple Boutique Hotel Sdn Bhd; Appellant (appeal 1113): Le Apple Boutique Hotel (KLCC) Sdn Bhd; Respondent (petitioner Below): Keen Solution Sdn Bhd; Related Entity (not Party to Appeal): PGCG Assets Holdings Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
19 May 2023
Case Number
W-02(NCC)(A)-1113-06/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (winding Up) / Court of Appeal Judgment (appeal Allowed)
Outcome
Appeals allowed; High Court winding up order and appointment of liquidator set aside; costs awarded
Legal Topics
Just and Equitable Winding Up, Abuse of Process, Lifting the Corporate Veil, Subjudice/live Issues, Minority Shareholder Rights
Source Language
Malay/English
Company Law Insolvency Law Civil Procedure Corporate Law Just and Equitable Winding Up Abuse of Process Lifting the Corporate Veil Subjudice/live Issues +1 more

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Parties

Le Apple Boutique Hotel Sdn Bhd

Appellant (appeal 1004)

Le Apple Boutique Hotel (KLCC) Sdn Bhd

Appellant (appeal 1113)

Keen Solution Sdn Bhd

Respondent (petitioner Below)

PGCG Assets Holdings Sdn Bhd

Related Entity (not Party to Appeal)

Procedural Posture

Civil Appeal (winding Up) / Court of Appeal Judgment (appeal Allowed)

Legal Issues

  1. 1 Whether the corporate veil should be lifted to reveal related companies and mala fide motive
  2. 2 Whether the High Court erred by deciding live issues in related pending litigation (Suit 832) when granting winding up
  3. 3 Whether there was an oral joint venture and whether the company had ceased business or there was a breakdown of management justifying winding up

Ratio Decidendi

The Court of Appeal allowed the appeals and set aside the winding up order because the petition was an abuse of process driven by an ulterior mala fide purpose linked to related companies; the High Court erred in not lifting the corporate veil, in adjudicating live issues of Suit 832, and in finding an oral JV and cessation of business without cogent evidence; LABHKLCC remained a going concern and the winding up was unjustified.

Court Disposition

Appeals allowed; High Court winding up order and appointment of liquidator set aside; costs awarded

Orders

  • Winding up order set aside
  • Appointment of liquidator set aside