JAYA SUDHIR A/L JAYARAM 1. DATO' SERI TIMOR SHAH RAFIQ 2. NAUTICAL SUPREME SDN BHD 3. AZIMUTH MARINE SDN BHD 4. NAUTILUS TUG & TOWAGE SDN BHD

JAYA SUDHIR A/L JAYARAM 1. DATO' SERI TIMOR SHAH RAFIQ 2. NAUTICAL SUPREME SDN BHD 3. AZIMUTH MARINE SDN BHD 4. NAUTILUS TUG & TOWAGE SDN BHD

On the evidence and contemporaneous documents the court found the alleged Collateral Understanding unproven; the Shareholders Agreement governed transfers and pre-emption rights applied; Sudhir knowingly procured and dishonestly assisted AMSB's breach of the Shareholders Agreement and associated fiduciary duties; therefore equitable relief in the form of mandatory retransfer of the 100,000 NTT shares to Azimuth Marine (AMSB) was ordered and Sudhir's other declarations failed, except his appointment as director of NTT was valid.

Citation
WA-22NCC-165-05/2017 (Mahkamah Tinggi)
Parties
Plaintiff (suit WA 22 NCC 165 05/2017); Defendant (suit WA 22 NCC 113 03/2018): Jaya Sudhir A/L Jayaram; 1st Defendant (suit WA 22 NCC 165 05/2017); Defendant/respondent (related Proceedings): Dato' Seri Timor Shah Rafiq; Plaintiff (suit WA 22 NCC 113 03/2018); 2nd Defendant (suit WA 22 NCC 165 05/2017): Nautical Supreme Sdn Bhd; 3rd Defendant (suit WA 22 NCC 165 05/2017): Azimuth Marine Sdn Bhd; 4th Defendant (suit WA 22 NCC 165 05/2017): Nautilus Tug & Towage Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
17 November 2020
Case Number
WA-22NCC-165-05/2017 (Mahkamah Tinggi)
Procedural Posture
Commercial Dispute (shareholders/joint Venture) / High Court Judgment (trial)
Outcome
Mixed judgment: plaintiff Jaya Sudhir's claims predicated on the alleged collateral understanding dismissed; his appointment as director of NTT held valid; Nautical Supreme (plaintiff in Suit 113) succeeded against Sudhir on tort/equitable grounds and mandatory relief granted.
Legal Topics
Breach of Shareholders Agreement, Pre Emption Rights, Inducement/procurement of Breach of Contract, Dishonest Assistance, Knowing Receipt, Fiduciary Duties in Joint Ventures, Mandatory Injunction (retransfer of Shares), Validity of Director Appointment
Source Language
Malay/English
Company Law Contract Law Tort (economic Torts) Equity and Trusts Commercial Law Breach of Shareholders Agreement Pre Emption Rights Inducement/procurement of Breach of Contract +5 more

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Parties

Jaya Sudhir A/L Jayaram

Plaintiff (suit WA 22 NCC 165 05/2017); Defendant (suit WA 22 NCC 113 03/2018)

Dato' Seri Timor Shah Rafiq

1st Defendant (suit WA 22 NCC 165 05/2017); Defendant/respondent (related Proceedings)

Nautical Supreme Sdn Bhd

Plaintiff (suit WA 22 NCC 113 03/2018); 2nd Defendant (suit WA 22 NCC 165 05/2017)

Azimuth Marine Sdn Bhd

3rd Defendant (suit WA 22 NCC 165 05/2017)

Nautilus Tug & Towage Sdn Bhd

4th Defendant (suit WA 22 NCC 165 05/2017)

Procedural Posture

Commercial Dispute (shareholders/joint Venture) / High Court Judgment (trial)

Legal Issues

  1. 1 Whether a binding 'Collateral Understanding' existed entitling plaintiff to direct shares in NTT
  2. 2 Whether transfer of 100,000 NTT shares to Sudhir breached the Shareholders Agreement
  3. 3 Whether Sudhir procured or induced AMSB to breach the Shareholders Agreement

Ratio Decidendi

On the evidence and contemporaneous documents the court found the alleged Collateral Understanding unproven; the Shareholders Agreement governed transfers and pre-emption rights applied; Sudhir knowingly procured and dishonestly assisted AMSB's breach of the Shareholders Agreement and associated fiduciary duties; therefore equitable relief in the form of mandatory retransfer of the 100,000 NTT shares to Azimuth Marine (AMSB) was ordered and Sudhir's other declarations failed, except his appointment as director of NTT was valid.

Court Disposition

Mixed judgment: plaintiff Jaya Sudhir's claims predicated on the alleged collateral understanding dismissed; his appointment as director of NTT held valid; Nautical Supreme (plaintiff in Suit 113) succeeded against Sudhir on tort/equitable grounds and mandatory relief granted.

Orders

  • Mandatory injunction: Jaya Sudhir to retransfer 100000 ordinary shares of NTT to Azimuth Marine Sdn Bhd within 14 days of service of order
  • If default, Deputy or Senior Assistant Registrar empowered to execute transfer instruments to effect retransfer