CHEW ENG CHOON & 2 ORS PROFOUND GATEWAY SDN BHD & 4 ORS

CHEW ENG CHOON & 2 ORS PROFOUND GATEWAY SDN BHD & 4 ORS

Defendants failed to show that ex-parte communications affected the valuation, failed to prove material departure from the engagement or lack of independence, and waived opportunities to challenge the report; accordingly the court accepted the KPMG Valuation Report as the fair value and awarded consequential buy-out orders including interest from the date of filing.

Citation
WA-24NCC-200-05/2014 (Mahkamah Tinggi)
Parties
Plaintiff: CHEW ENG CHOON; Plaintiff: PUAH KEH MING; Plaintiff: TAN CHOON TIAN; Defendant: PROFOUND GATEWAY SDN BHD; Defendant: CHEW BROTHERS PROPERTY MANAGEMENT SDN BHD; Defendant: CHEW LEP TICK; Defendant: TAN AIK BENG; Defendant: CHIN SIEW WEI
Court
High Court
Jurisdiction
Malaysia
Judgment Date
28 May 2021
Case Number
WA-24NCC-200-05/2014 (Mahkamah Tinggi)
Procedural Posture
Oppression Petition Under Section 181 Companies Act 1965 (buy Out) / Consequential Orders Following Cross Examination of Court Appointed Valuer and Dismissal of Applications to Challenge Valuation Report
Outcome
Defendants' applications (enclosures 237 and 238) dismissed; KPMG Valuation Report accepted as fair value; consequential buy-out orders made and interest awarded
Legal Topics
Oppression, Buy Out Order, Court Appointed Expert, Cross Examination of Expert, Ex Parte Communications, Scope of Expert's Engagement, Interest on Buy Out Price, Compliance With Terms of Engagement
Source Language
Malay/English
Company Law Civil Procedure Evidence (expert Evidence) Valuation Law Oppression Buy Out Order Court Appointed Expert Cross Examination of Expert +4 more

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Parties

CHEW ENG CHOON

Plaintiff

PUAH KEH MING

Plaintiff

TAN CHOON TIAN

Plaintiff

PROFOUND GATEWAY SDN BHD

Defendant

CHEW BROTHERS PROPERTY MANAGEMENT SDN BHD

Defendant

CHEW LEP TICK

Defendant

TAN AIK BENG

Defendant

CHIN SIEW WEI

Defendant

Procedural Posture

Oppression Petition Under Section 181 Companies Act 1965 (buy Out) / Consequential Orders Following Cross Examination of Court Appointed Valuer and Dismissal of Applications to Challenge Valuation Report

Legal Issues

  1. 1 Whether ex-parte communications between parties and the court-appointed expert vitiated the valuation report
  2. 2 Whether the court-appointed expert materially departed from the scope of engagement
  3. 3 Whether the expert lacked independence or was biased

Ratio Decidendi

Defendants failed to show that ex-parte communications affected the valuation, failed to prove material departure from the engagement or lack of independence, and waived opportunities to challenge the report; accordingly the court accepted the KPMG Valuation Report as the fair value and awarded consequential buy-out orders including interest from the date of filing.

Court Disposition

Defendants' applications (enclosures 237 and 238) dismissed; KPMG Valuation Report accepted as fair value; consequential buy-out orders made and interest awarded

Orders

  • Enclosure 237 dismissed with costs of RM10,000 payable by the 1st Defendant to the Plaintiffs (order dated 4.3.2021)
  • Enclosure 238 dismissed with costs of RM10,000 payable by the 2nd to 5th Defendants to the Plaintiffs (order dated 4.3.2021)