Le Apple Boutique Hotel Sdn Bhd KEEN SOLUTION SDN. BHD.

Le Apple Boutique Hotel Sdn Bhd KEEN SOLUTION SDN. BHD.

The Court found the petition was an abuse of process motivated to stifle LABHKLCC's live litigation through related companies, the High Court erred in refusing to probe the alter egos and in deciding subjudice issues, and there was insufficient evidence of the alleged oral JV or that the company had ceased business; accordingly both appeals were allowed and the winding up order (and liquidator appointment) set aside with costs.

Citation
W-02(NCC)(A)-1004-06/2022 (Mahkamah Rayuan)
Parties
Appellant (appeal 1004): Le Apple Boutique Hotel Sdn Bhd; Appellant (appeal 1113): Le Apple Boutique Hotel (KLCC) Sdn Bhd; Petitioner / Respondent: Keen Solution Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
19 May 2023
Case Number
W-02(NCC)(A)-1004-06/2022 (Mahkamah Rayuan)
Procedural Posture
Winding Up Petition Appeal (just and Equitable Jurisdiction) / Court of Appeal Judgment on Appeal From Kuala Lumpur High Court
Outcome
Appeals allowed; High Court winding up order set aside; costs awarded to appellants
Legal Topics
Winding Up, Just and Equitable Jurisdiction, Lifting Corporate Veil, Abuse of Process, Minority Shareholder Remedies, Subjudice Principle
Source Language
Malay/English
Company Law Civil Procedure Equity Winding Up Just and Equitable Jurisdiction Lifting Corporate Veil Abuse of Process Minority Shareholder Remedies +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

Petitioner / Respondent

Procedural Posture

Winding Up Petition Appeal (just and Equitable Jurisdiction) / Court of Appeal Judgment on Appeal From Kuala Lumpur High Court

Legal Issues

  1. 1 Whether the corporate veil should be lifted to reveal related companies and ulterior motive
  2. 2 Whether the High Court erred by deciding live issues subjudice in Suit 832
  3. 3 Whether there was an oral joint venture and whether the company had ceased business or there was breakdown of management

Ratio Decidendi

The Court found the petition was an abuse of process motivated to stifle LABHKLCC's live litigation through related companies, the High Court erred in refusing to probe the alter egos and in deciding subjudice issues, and there was insufficient evidence of the alleged oral JV or that the company had ceased business; accordingly both appeals were allowed and the winding up order (and liquidator appointment) set aside with costs.

Court Disposition

Appeals allowed; High Court winding up order set aside; costs awarded to appellants

Orders

  • Winding up order and appointment of liquidator set aside
  • Keen Solution Sdn Bhd to pay costs of RM40,000.00 to each appellant, subject to allocator