1. LIN KAI LAM (NRIC NO.: 570928-10-5219) 2. LIN CZE-YI (NRIC NO.: 840217-10-5324) 1. LIN KAI WING (NRIC NO.: 540910-10-6267) 2. LIN KAH HONG (NRIC NO.: 820719-10-5385) 3. KONG MING TRADING SDN. BHD. (CO. NO.: 391402-K) 4. L&W CONCRETE WORK

1. LIN KAI LAM (NRIC NO.: 570928-10-5219) 2. LIN CZE-YI (NRIC NO.: 840217-10-5324) 1. LIN KAI WING (NRIC NO.: 540910-10-6267) 2. LIN KAH HONG (NRIC NO.: 820719-10-5385) 3. KONG MING TRADING SDN. BHD. (CO. NO.: 391402-K) 4. L&W CONCRETE WORK

The application (Enclosure 112) was dismissed because the Consent Order required the parties to execute a settlement agreement forthwith and the obligation of the respondents to purchase the petitioners' shares was incorporated into and interdependent with that settlement agreement; therefore the obligation was not severable nor enforceable in isolation and the 'liberty to apply' clause did not authorize altering the essence of the consent order.

Citation
D-26NCC-115-2010 (No. 2) (Mahkamah Tinggi)
Parties
1st Petitioner: Lin Kai Lam; 2nd Petitioner: Lin Cze-Yi; 1st Respondent: Lin Kai Wing; 2nd Respondent: Lin Kah Hong; 3rd Respondent: Kong Ming Trading Sdn. Bhd.; 4th Respondent: L&W Concrete Works Sdn. Bhd.
Court
No. 2
Jurisdiction
Malaysia
Judgment Date
15 March 2021
Case Number
D-26NCC-115-2010 (No. 2) (Mahkamah Tinggi)
Procedural Posture
Originating Petition Under Companies Act 1965 S181 / Interlocutory Application (enclosure 112) for Specific Performance of a Consent Order
Outcome
Enclosure 112 dismissed with costs
Legal Topics
Consent Order Interpretation, Specific Performance, Settlement Agreement as Condition Precedent, Liberty to Apply Clause, Appointment of Valuer, Oppression Action
Source Language
Malay/English
Company Law Contract Law Civil Procedure Equity Consent Order Interpretation Specific Performance Settlement Agreement as Condition Precedent Liberty to Apply Clause +2 more

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Parties

Lin Kai Lam

1st Petitioner

Lin Cze-Yi

2nd Petitioner

Lin Kai Wing

1st Respondent

Lin Kah Hong

2nd Respondent

Kong Ming Trading Sdn. Bhd.

3rd Respondent

L&W Concrete Works Sdn. Bhd.

4th Respondent

Procedural Posture

Originating Petition Under Companies Act 1965 S181 / Interlocutory Application (enclosure 112) for Specific Performance of a Consent Order

Legal Issues

  1. 1 Whether respondents can be compelled to purchase petitioners' shares pursuant to the consent order absent a formal settlement agreement
  2. 2 Whether the obligation to purchase shares is severable from the requirement to execute a settlement agreement
  3. 3 Scope and limits of a 'liberty to apply' clause in a consent order

Ratio Decidendi

The application (Enclosure 112) was dismissed because the Consent Order required the parties to execute a settlement agreement forthwith and the obligation of the respondents to purchase the petitioners' shares was incorporated into and interdependent with that settlement agreement; therefore the obligation was not severable nor enforceable in isolation and the 'liberty to apply' clause did not authorize altering the essence of the consent order.

Court Disposition

Enclosure 112 dismissed with costs

Orders

  • Enclosure 112 dismissed with costs