PEMPETISYEN Brenda Chan Qing Wen for the Petitioner (Messrs Meng Wai & Associates) Alfred Vun Yun Fui for the 2nd Respondent (Messrs Davis & Low)

PEMPETISYEN Brenda Chan Qing Wen for the Petitioner (Messrs Meng Wai & Associates) Alfred Vun Yun Fui for the 2nd Respondent (Messrs Davis & Low)

The Company was a joint‑venture/quasi‑partnership with equal interests in a single property asset; there was incontrovertible evidence of a breakdown in mutual trust and confidence between the two equal shareholders such that they could not continue to act together for the commercial benefit of the joint venture. Applying s.465(1)(h) and relevant authorities, the court ordered winding up and appointed a qualified liquidator, with remuneration per the winding‑up rules and costs charged to the Company's assets.

Citation
COMPANIES (WINDING-UP) NO. WA-28NCC-709-10/2021 (Mahkamah Tinggi)
Parties
Petitioner: CHAN KONG HONG; 1st Respondent (company): PAN REWARDS SDN BHD; 2nd Respondent: YAP CHONG BENG
Court
WINDING-UP
Jurisdiction
Malaysia
Judgment Date
8 February 2022
Case Number
COMPANIES (WINDING-UP) NO. WA-28NCC-709-10/2021 (Mahkamah Tinggi)
Procedural Posture
Winding Up Petition Under Companies Act 2016 S.465(1)(h) / Judgment (order to Wind Up Granted); Appeal Filed by 2nd Respondent
Outcome
Order to wind up the Company granted
Legal Topics
Winding Up, Quasi Partnership, Breakdown of Mutual Trust and Confidence, Appointment of Liquidator, Share Dispute
Source Language
Malay/English
Company Law Insolvency Commercial Law Winding Up Quasi Partnership Breakdown of Mutual Trust and Confidence Appointment of Liquidator Share Dispute

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 5 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

CHAN KONG HONG

Petitioner

PAN REWARDS SDN BHD

1st Respondent (company)

YAP CHONG BENG

2nd Respondent

Procedural Posture

Winding Up Petition Under Companies Act 2016 S.465(1)(h) / Judgment (order to Wind Up Granted); Appeal Filed by 2nd Respondent

Legal Issues

  1. 1 Whether the Company is a quasi‑partnership justifying winding up under s.465(1)(h) of the Companies Act 2016
  2. 2 Whether there has been an irretrievable breakdown of mutual trust and confidence between equal shareholders preventing the company from being carried on for their mutual benefit
  3. 3 Whether the allegations of misconduct by the Petitioner justified or precluded winding up

Ratio Decidendi

The Company was a joint‑venture/quasi‑partnership with equal interests in a single property asset; there was incontrovertible evidence of a breakdown in mutual trust and confidence between the two equal shareholders such that they could not continue to act together for the commercial benefit of the joint venture. Applying s.465(1)(h) and relevant authorities, the court ordered winding up and appointed a qualified liquidator, with remuneration per the winding‑up rules and costs charged to the Company's assets.

Court Disposition

Order to wind up the Company granted

Orders

  • Company to be wound up under section 465(1)(h) of the Companies Act 2016
  • Wong Weng Foo appointed as liquidator of the Company