PEMPETISYEN THEOW SAY KOW @ TEOH KIANG SENG, HENRY 1. ) HIGHWAY LANDMARK SDN. BHD. 2. ) TAN SAI HONG 3. ) TEOH KIANG HONG

PEMPETISYEN THEOW SAY KOW @ TEOH KIANG SENG, HENRY 1. ) HIGHWAY LANDMARK SDN. BHD. 2. ) TAN SAI HONG 3. ) TEOH KIANG HONG

The court allowed the striking out application and dismissed the winding-up petition because the petition disclosed no reasonable cause of action: the alleged RM6.1m advance and share ownership issues had been finally determined by prior litigation culminating in a Federal Court decision (res judicata and issue estoppel), the petitioner lacks locus standi as a shareholder, the petition was scandalous/frivolous or an abuse of process, and winding-up was not just and equitable on the facts; costs awarded on an indemnity basis.

Citation
PA-28NCC-124-08/2025 (Mahkamah Tinggi)
Parties
Petitioner: THEOW SAY KOAW @ TEOH KIANG SENG; 1st Respondent: HIGHWAY LANDMARK SDN BHD; 2nd and 3rd Respondents: TAN SAI HONG / TEOH KIANG HONG
Court
High Court
Jurisdiction
Malaysia
Judgment Date
13 November 2025
Case Number
PA-28NCC-124-08/2025 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition Under Companies Act 2016 (sections 465(1)(f) and (h)) / Application to Strike Out Petition Under Order 18 Rule 19 and Inherent Jurisdiction Allowed; Petition Dismissed
Outcome
Enclosure 5 (striking out application) allowed; Enclosure 1 (winding-up petition) dismissed
Legal Topics
Winding Up, Just and Equitable Ground, Unfairly Prejudicial Conduct, Striking Out Under Order 18 R 19, Res Judicata and Issue Estoppel, Locus Standi, Abuse of Process, Costs (indemnity)
Source Language
Malay/English
Company Law Civil Procedure Civil Litigation Equity and Trusts Winding Up Just and Equitable Ground Unfairly Prejudicial Conduct Striking Out Under Order 18 R 19 +4 more

Case Brief

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Parties

THEOW SAY KOAW @ TEOH KIANG SENG

Petitioner

HIGHWAY LANDMARK SDN BHD

1st Respondent

TAN SAI HONG / TEOH KIANG HONG

2nd and 3rd Respondents

Procedural Posture

Winding Up Petition Under Companies Act 2016 (sections 465(1)(f) and (h)) / Application to Strike Out Petition Under Order 18 Rule 19 and Inherent Jurisdiction Allowed; Petition Dismissed

Legal Issues

  1. 1 Whether the petition discloses a reasonable cause of action for winding up under s465(1)(f) or (h) CA 2016
  2. 2 Whether the petition is barred by res judicata and issue estoppel due to prior final judgments
  3. 3 Whether the petitioner has locus standi as a shareholder to maintain the petition

Ratio Decidendi

The court allowed the striking out application and dismissed the winding-up petition because the petition disclosed no reasonable cause of action: the alleged RM6.1m advance and share ownership issues had been finally determined by prior litigation culminating in a Federal Court decision (res judicata and issue estoppel), the petitioner lacks locus standi as a shareholder, the petition was scandalous/frivolous or an abuse of process, and winding-up was not just and equitable on the facts; costs awarded on an indemnity basis.

Court Disposition

Enclosure 5 (striking out application) allowed; Enclosure 1 (winding-up petition) dismissed

Orders

  • Enclosure 5 allowed
  • Enclosure 1 dismissed