CJ POLYMERS SDN BHD 1. ) Kerk Han Meng [Notice Of Discontinuance At Encl. 27] 2. ) Sim Chin Hu [Notice Of Cross Appeal At Encl. 5] 3. ) LEE YU MENG 4. ) KUA CHIN WEE PIHAK TERKILAN TETUAN SHUI-TAI

CJ POLYMERS SDN BHD 1. ) Kerk Han Meng [Notice Of Discontinuance At Encl. 27] 2. ) Sim Chin Hu [Notice Of Cross Appeal At Encl. 5] 3. ) LEE YU MENG 4. ) KUA CHIN WEE PIHAK TERKILAN TETUAN SHUI-TAI

The Court of Appeal affirmed the High Court finding that a quasi-partnership existed and survived the admission of new shareholders; exclusion of Sim from management and unilateral withdrawal of benefits without a fair buyout constituted oppression under s346; the appropriate remedy was a buyout ordered against the...

Source-derived case information.

Citation
W-02(NCC)(A)-2146-11/2022 (Mahkamah Rayuan)
Parties
Appellant: CJ Polymers Sdn Bhd; Respondent: Sim Chin Hu; Appellant: Kerk Han Meng; Appellant: Lee Yu Meng; Respondent: Kua Chin Wee (Eric Kua)
Court
NCC
Jurisdiction
Malaysia
Judgment Date
22 April 2025
Case Number
W-02(NCC)(A)-2146-11/2022 (Mahkamah Rayuan)
Procedural Posture
Company Oppression Appeal Under Companies Act 2016 S346 / Court of Appeal Judgment on Consolidated Appeals
Outcome
Court of Appeal dismissed main appeals by CJ Polymers and Lee, allowed cross-appeals by Sim to include 1.5% in buyout stake, dismissed application to cross-examine valuer; varied buyout order to exclude CJ Polymer and require Kerk, Lee and Eric Kua to purchase Sim's shares in proportion to holdings; awarded costs.
Legal Topics
Minority Oppression, Quasi Partnership, Buyout Order, Fiduciary Duty, Valuation Dispute, Oppression Remedy, Disclosure/cross Examination of Expert
Company Law Equity Commercial Law Civil Procedure Minority Oppression Quasi Partnership Buyout Order Fiduciary Duty +3 more

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Summary, issues, holding and outcome

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Parties

CJ Polymers Sdn Bhd

Appellant

Sim Chin Hu

Respondent

Kerk Han Meng

Appellant

Lee Yu Meng

Appellant

Kua Chin Wee (Eric Kua)

Respondent

Procedural Posture

Company Oppression Appeal Under Companies Act 2016 S346 / Court of Appeal Judgment on Consolidated Appeals

Legal Issues

  1. 1 Whether a quasi-partnership existed between Sim and Kerk
  2. 2 Whether the quasi-partnership ceased on admission of new shareholders (Lee and/or Eric Kua)
  3. 3 Whether removal of Sim from management amounted to oppression under s346

Ratio Decidendi

The Court of Appeal affirmed the High Court finding that a quasi-partnership existed and survived the admission of new shareholders; exclusion of Sim from management and unilateral withdrawal of benefits without a fair buyout constituted oppression under s346; the appropriate remedy was a buyout ordered against the remaining shareholders (Kerk, Lee and Eric Kua) in proportion to their holdings (CJ Polymer removed from buyout), affirmation of monetary awards (refunds and payments) and dismissal of the attempt to cross-examine the independent valuer.

Court Disposition

Court of Appeal dismissed main appeals by CJ Polymers and Lee, allowed cross-appeals by Sim to include 1.5% in buyout stake, dismissed application to cross-examine valuer; varied buyout order to exclude CJ Polymer and require Kerk, Lee and Eric Kua to purchase Sim's shares in proportion to holdings; awarded costs.

Orders

  • Declaration that the affairs of CJ Polymers were conducted oppressively and/or in disregard of Sim's interests
  • Order that Kerk Han Meng, Lee Yu Meng and Kua Chin Wee (Eric Kua) jointly and severally purchase Sim Chin Hu's shares in proportion to their shareholdings and/or such proportions as agreed, with fair value determined by independent valuer (no minority discount); CJ Polymers removed from buyout obligation