PEMPETISYEN CHANG KIAN CHIANG 1. ) METROFAS DEVELOPMENT SDN BHD 2. ) TAN PEK CHU @ TAN PIAK CHIU 3. ) TANG CHEAH WEE 4. ) TANG BOON KEONG

PEMPETISYEN CHANG KIAN CHIANG 1. ) METROFAS DEVELOPMENT SDN BHD 2. ) TAN PEK CHU @ TAN PIAK CHIU 3. ) TANG CHEAH WEE 4. ) TANG BOON KEONG

The petition is dismissed because petitioner failed to prove failure of substratum, unfair or unjust conduct by directors/respondents, or a complete deadlock; the company continued its limited business, the respondent held majority shares making deadlock unlikely, alternative remedies existed (including a share buy-out offer) and the petition was an unreasonable/drastic step.

Citation
JA-28NCC-140-10/2022 (Mahkamah Tinggi)
Parties
Petitioner: CHANG KIAN CHIANG; Respondent First: METROFAS DEVELOPMENT SDN BHD; Respondent Second: TAN PEK CHU @ TAN PIAK CHIU; Respondent Third: TANG CHEAH WEE; Respondent Fourth: TANG BOON KEONG
Court
High Court
Jurisdiction
Malaysia
Judgment Date
17 August 2023
Case Number
JA-28NCC-140-10/2022 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition (companies Act 2016 S.465) / Judgment Petition Dismissed
Outcome
Petition dismissed with costs
Legal Topics
Winding Up, Just and Equitable Jurisdiction, Minority Oppression, Deadlock, Directors' Duties, Share Buy Out
Source Language
Malay/English
Company Law Insolvency Equity Winding Up Just and Equitable Jurisdiction Minority Oppression Deadlock Directors' Duties +1 more

Case Brief

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Parties

CHANG KIAN CHIANG

Petitioner

METROFAS DEVELOPMENT SDN BHD

Respondent First

TAN PEK CHU @ TAN PIAK CHIU

Respondent Second

TANG CHEAH WEE

Respondent Third

TANG BOON KEONG

Respondent Fourth

Procedural Posture

Winding Up Petition (companies Act 2016 S.465) / Judgment Petition Dismissed

Legal Issues

  1. 1 Whether the company should be wound up under s.465(1)(f) and (h) of the Companies Act 2016
  2. 2 Whether there has been failure of substratum in the company's business
  3. 3 Whether directors acted in their own interests to the unfair or unjust detriment of members

Ratio Decidendi

The petition is dismissed because petitioner failed to prove failure of substratum, unfair or unjust conduct by directors/respondents, or a complete deadlock; the company continued its limited business, the respondent held majority shares making deadlock unlikely, alternative remedies existed (including a share buy-out offer) and the petition was an unreasonable/drastic step.

Court Disposition

Petition dismissed with costs

Orders

  • Kandungan 1 dismissed with costs.
  • Costs to be paid by the petitioner.