Tan Sri Dato' Kam Woon Wah Dato' Sri Andrew Kam Tai Yeow

Tan Sri Dato' Kam Woon Wah Dato' Sri Andrew Kam Tai Yeow

Claims against the 2nd to 11th defendants were struck out because they were not parties to the Shareholders Agreement and the doctrine of privity together with the separate legal personality of companies means the plaintiff cannot enforce the agreement against those companies; trusts over shares are not effective against companies' registers (Companies Act s110(4)); consequently there were no serious issues to be tried against those defendants and the related interlocutory injunctions were set aside. The sole claim against the 1st defendant retained triable issues and that appeal was dismissed.

Citation
W-02(IM)(NCC)-2008-10/2017 (Mahkamah Rayuan)
Parties
Appellant/perayu: Wahbunga Realty Sdn Bhd; Appellant/perayu: Yum Sdn Bhd; Appellant/perayu: Berjaya Realty Sdn Bhd; Appellant/perayu: Grandfoods Sdn Bhd; Appellant/perayu: Lead Enterprises Sdn Bhd; Appellant/perayu: Granny's Kitchen Sdn Bhd; Appellant/perayu: United Raub Oil Palms Sdn Bhd; Appellant/perayu: Coastal Realty Sdn Bhd; Appellant/1st Defendant: Tan Sri Dato' Kam Woon Wah; Appellant/2nd Defendant: Raub Mining & Development Company Sdn Bhd; Appellant/3rd Defendant: Raub Oil Mill Sdn Bhd; Respondent/plaintiff: Dato' Sri Andrew Kam Tai Yeow
Court
IM
Jurisdiction
Malaysia
Judgment Date
12 January 2022
Case Number
W-02(IM)(NCC)-2008-10/2017 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (company/contract) / Court of Appeal Judgment (grounds of Decision)
Outcome
Appeal Nos. 2007 and 2009 allowed; Appeal No. 2008 dismissed; Appeal Nos. 795 and 803 allowed; Appeal No. 794 struck out.
Legal Topics
Privity of Contract, Shareholders Agreement Enforceability, Trusts Over Shares, Interlocutory Injunction, Striking Out Under Order 18 R19, Separate Legal Personality
Source Language
Malay/English
Company Law Contract Law Equity and Trusts Civil Procedure Remedies/injunctions Privity of Contract Shareholders Agreement Enforceability Trusts Over Shares +3 more

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Parties

Wahbunga Realty Sdn Bhd

Appellant/perayu

Yum Sdn Bhd

Appellant/perayu

Berjaya Realty Sdn Bhd

Appellant/perayu

Grandfoods Sdn Bhd

Appellant/perayu

Lead Enterprises Sdn Bhd

Appellant/perayu

Granny's Kitchen Sdn Bhd

Appellant/perayu

United Raub Oil Palms Sdn Bhd

Appellant/perayu

Coastal Realty Sdn Bhd

Appellant/perayu

Tan Sri Dato' Kam Woon Wah

Appellant/1st Defendant

Raub Mining & Development Company Sdn Bhd

Appellant/2nd Defendant

Raub Oil Mill Sdn Bhd

Appellant/3rd Defendant

Dato' Sri Andrew Kam Tai Yeow

Respondent/plaintiff

Procedural Posture

Civil Appeal (company/contract) / Court of Appeal Judgment (grounds of Decision)

Legal Issues

  1. 1 Whether the Shareholders Agreement dated 16 January 2017 is legally enforceable (intention to create legal relations and consideration)
  2. 2 Whether non‑party companies (2nd to 11th defendants) can be bound or sued to enforce the Shareholders Agreement (privity of contract)
  3. 3 Whether the 1st defendant held shares in other companies on trust for the plaintiff and whether such trusts bind the companies and are entered on the register

Ratio Decidendi

Claims against the 2nd to 11th defendants were struck out because they were not parties to the Shareholders Agreement and the doctrine of privity together with the separate legal personality of companies means the plaintiff cannot enforce the agreement against those companies; trusts over shares are not effective against companies' registers (Companies Act s110(4)); consequently there were no serious issues to be tried against those defendants and the related interlocutory injunctions were set aside. The sole claim against the 1st defendant retained triable issues and that appeal was dismissed.

Court Disposition

Appeal Nos. 2007 and 2009 allowed; Appeal No. 2008 dismissed; Appeal Nos. 795 and 803 allowed; Appeal No. 794 struck out.

Orders

  • The Statement of Claim against the 2nd to the 11th defendants is struck out (plaintiff's claims against those defendants dismissed)
  • The High Court orders granting the ad‑interim and interlocutory injunctions are set aside; defendants' applications to set aside the ad‑interim injunction are allowed