1. ) Kerk Han Meng [Notice Of Discontinuance At Encl. 27] 2. ) LEE YU MENG 1. ) Sim Chin Hu [Notice Of Cross Appeal At Encl. 5] 2. ) KUA CHIN WEE 3. ) CJ POLYMERS SDN BHD

1. ) Kerk Han Meng [Notice Of Discontinuance At Encl. 27] 2. ) LEE YU MENG 1. ) Sim Chin Hu [Notice Of Cross Appeal At Encl. 5] 2. ) KUA CHIN WEE 3. ) CJ POLYMERS SDN BHD

The Court of Appeal affirmed the High Court finding that a quasi‑partnership existed between Sim and Kerk which survived the admission of new shareholders, that Sim was unfairly excluded from management and deprived of shareholder benefits constituting oppression under s.346, and that a buyout order (with valuation by an independent valuer) and restitutionary monetary orders were appropriate; the court varied the buyout order to require the other shareholders (not the company) to purchase Sim's shares and allowed Sim's cross‑appeal to include the 1.5% transfer in calculating his buyout stake.

Citation
W-02(NCC)(A)-2148-11/2022 (Mahkamah Rayuan)
Parties
Appellant/respondent (company): CJ Polymers Sdn Bhd; Respondent/cross‑appellant (minority Shareholder): Sim Chin Hu; Appellant/respondent (co‑founder): Kerk Han Meng; Appellant/respondent (shareholder): Lee Yu Meng; Respondent (investor/shareholder): Kua Chin Wee (Eric Kua)
Court
NCC
Jurisdiction
Malaysia
Judgment Date
22 April 2025
Case Number
W-02(NCC)(A)-2148-11/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeals From High Court (oppression Under Companies Act 2016 S.346; Related Fiduciary Breach Suit) / Court of Appeal Judgment on Consolidated Appeals (appeal Heard and Judgment Delivered)
Outcome
Appeals dismissed except cross‑appeals in part allowed; Court of Appeal affirms findings of oppression, monetary awards and buyout remedy with specified variations.
Legal Topics
Quasi‑partnership, Oppression/minority Protection (s.346 Companies Act 2016), Buyout Order, Alleged Breach of Fiduciary Duty, Admissibility of Expert/valuer Challenge, Costs
Source Language
Malay/English
Company Law Equity and Fiduciary Duties Civil Appeal Procedure Corporate Valuation Injunctions and Remedies Quasi‑partnership Oppression/minority Protection (s.346 Companies Act 2016) Buyout Order +3 more

Case Brief

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Parties

CJ Polymers Sdn Bhd

Appellant/respondent (company)

Sim Chin Hu

Respondent/cross‑appellant (minority Shareholder)

Kerk Han Meng

Appellant/respondent (co‑founder)

Lee Yu Meng

Appellant/respondent (shareholder)

Kua Chin Wee (Eric Kua)

Respondent (investor/shareholder)

Procedural Posture

Civil Appeals From High Court (oppression Under Companies Act 2016 S.346; Related Fiduciary Breach Suit) / Court of Appeal Judgment on Consolidated Appeals (appeal Heard and Judgment Delivered)

Legal Issues

  1. 1 Whether a quasi‑partnership existed between co‑founders
  2. 2 Whether introduction/admission of new shareholders terminated the quasi‑partnership
  3. 3 Whether removal of petitioner from management constituted oppression under s.346

Ratio Decidendi

The Court of Appeal affirmed the High Court finding that a quasi‑partnership existed between Sim and Kerk which survived the admission of new shareholders, that Sim was unfairly excluded from management and deprived of shareholder benefits constituting oppression under s.346, and that a buyout order (with valuation by an independent valuer) and restitutionary monetary orders were appropriate; the court varied the buyout order to require the other shareholders (not the company) to purchase Sim's shares and allowed Sim's cross‑appeal to include the 1.5% transfer in calculating his buyout stake.

Court Disposition

Appeals dismissed except cross‑appeals in part allowed; Court of Appeal affirms findings of oppression, monetary awards and buyout remedy with specified variations.

Orders

  • Appeal W‑02(NCC)(A)‑2146‑11/2022 dismissed; CJ Polymers Sdn Bhd ordered to pay costs of MYR 50000 to Sim Chin Hu (subject to allocatur).
  • Appeal W‑02(NCC)(A)‑2148‑11/2022 dismissed; Lee Yu Meng ordered to pay costs of MYR 50000 to Sim Chin Hu (subject to allocatur).