CHEW PUI YEE 1. ) MEZZA9 SOLUTIONS SDN BHD 2. ) LIEW LI LI

CHEW PUI YEE 1. ) MEZZA9 SOLUTIONS SDN BHD 2. ) LIEW LI LI

Leave to commence a derivative action was granted because the applicant, a director and 50% shareholder who gave the required 30-day notice, demonstrated an honest belief and produced prima facie evidence (Finance Team admission, unexplained transfers and unauthorised payments) that the company has been stripped of funds and that a full inter partes inquiry is in the company's best interest.

Citation
WA-24NCC-580-10/2023 (Mahkamah Tinggi)
Parties
Applicant: Chew Pui Yee; 1st Respondent: Mezza9 Solutions Sdn Bhd; 2nd Respondent: Liew Li Li
Court
High Court
Jurisdiction
Malaysia
Judgment Date
4 January 2024
Case Number
WA-24NCC-580-10/2023 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (application for Leave to Commence Derivative Action Under Companies Act 2016) / Judgment on Application for Leave Under Sections 347 and 348 (decision Granting Leave)
Outcome
Leave granted to Applicant to commence derivative proceedings on behalf of Mezza9 Solutions Sdn Bhd; costs awarded against 1st Respondent
Legal Topics
Derivative Action, Directors' Duties and Misappropriation, Leave Under S.347 348 Companies Act 2016, Evidentiary Weight of Self Serving Company Accounts
Source Language
Malay/English
Company Law Commercial Law Civil Procedure Derivative Action Directors' Duties and Misappropriation Leave Under S.347 348 Companies Act 2016 Evidentiary Weight of Self Serving Company Accounts

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Parties

Chew Pui Yee

Applicant

Mezza9 Solutions Sdn Bhd

1st Respondent

Liew Li Li

2nd Respondent

Procedural Posture

Originating Summons (application for Leave to Commence Derivative Action Under Companies Act 2016) / Judgment on Application for Leave Under Sections 347 and 348 (decision Granting Leave)

Legal Issues

  1. 1 Whether the applicant acted in good faith
  2. 2 Whether prima facie it is in the best interest of the company to grant leave under s.348
  3. 3 Whether the Sum of RM3,474,639.54 is due and owing to the company or requires accounting

Ratio Decidendi

Leave to commence a derivative action was granted because the applicant, a director and 50% shareholder who gave the required 30-day notice, demonstrated an honest belief and produced prima facie evidence (Finance Team admission, unexplained transfers and unauthorised payments) that the company has been stripped of funds and that a full inter partes inquiry is in the company's best interest.

Court Disposition

Leave granted to Applicant to commence derivative proceedings on behalf of Mezza9 Solutions Sdn Bhd; costs awarded against 1st Respondent

Orders

  • Leave granted under sections 347 and 348 of the Companies Act 2016 to Chew Pui Yee to commence derivative proceedings on behalf of Mezza9 Solutions Sdn Bhd against persons controlling the company funds as particularised in the originating summons
  • Applicant to initiate proceedings within the statutory period under s.348(3)