CHEN WEI HAU 1. ) DEREK CHEONG SHENG ZE 2. ) COLLAB WORKING LIFESTYLE SDN BHD

CHEN WEI HAU 1. ) DEREK CHEONG SHENG ZE 2. ) COLLAB WORKING LIFESTYLE SDN BHD

On the balance of probabilities the 1st defendant promised and was taken to have agreed to transfer 25% of the 2nd defendant's shares to the plaintiff; the plaintiff acted in reliance and provided consideration by work and participation; there was intention to create legal relations and the 1st defendant is estopped from denying authority; therefore plaintiff entitled to remedies including valuation, payment of 25% of assessed value and 25% of net profits.

Citation
WA-22NCC-698-12/2019 (Mahkamah Tinggi)
Parties
Plaintiff: CHEN WEI HAU; Defendant 1: DEREK CHEONG SHENG ZE; Defendant 2: COLLAB WORKING LIFESTYLE SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
29 November 2021
Case Number
WA-22NCC-698-12/2019 (Mahkamah Tinggi)
Procedural Posture
Commercial Dispute (share Transfer/partnership) / Judgment (trial)
Outcome
Claim allowed. Court found a binding agreement to transfer 25% of shares; 1st defendant breached that agreement.
Legal Topics
Share Transfer, Partnership/beneficial Interest, Estoppel, Consensus Ad Idem, Consideration, Account of Profits, Costs and Interest
Source Language
Malay/English
Contract Company Law Equity Commercial Law Share Transfer Partnership/beneficial Interest Estoppel Consensus Ad Idem +3 more

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Parties

CHEN WEI HAU

Plaintiff

DEREK CHEONG SHENG ZE

Defendant 1

COLLAB WORKING LIFESTYLE SDN BHD

Defendant 2

Procedural Posture

Commercial Dispute (share Transfer/partnership) / Judgment (trial)

Legal Issues

  1. 1 Whether there was a concluded agreement to transfer 25% of 2nd defendant's shares to the plaintiff
  2. 2 Whether plaintiff was partner/co‑owner or employee
  3. 3 Whether plaintiff entitled to 25% of the value of shares as at December 2019

Ratio Decidendi

On the balance of probabilities the 1st defendant promised and was taken to have agreed to transfer 25% of the 2nd defendant's shares to the plaintiff; the plaintiff acted in reliance and provided consideration by work and participation; there was intention to create legal relations and the 1st defendant is estopped from denying authority; therefore plaintiff entitled to remedies including valuation, payment of 25% of assessed value and 25% of net profits.

Court Disposition

Claim allowed. Court found a binding agreement to transfer 25% of shares; 1st defendant breached that agreement.

Orders

  • Independent accountant to assess value of 2nd defendant's shares as at December 2019; accountant to be appointed within one month from date of judgment
  • 1st and/or 2nd defendant to pay plaintiff 25% of assessed value of shares within seven days of accountant's report