DATO SHABARUDDIN BIN IBRAHIM (NRIC NO. 560106-03-5363) 1) DATO RUSLAN BIN ALI OMAR (NRIC NO. 520502-10-5013) 2) NOR FAIRUZ BIN RUSLAN (NRIC NO. 800103-14-5663) 3) FIRDAUS BIN RUSLAN (NRIC NO. 920713-14-5675) 4) FAUDZY ASRAFUDEEN BIN SAYED M

DATO SHABARUDDIN BIN IBRAHIM (NRIC NO. 560106-03-5363) 1) DATO RUSLAN BIN ALI OMAR (NRIC NO. 520502-10-5013) 2) NOR FAIRUZ BIN RUSLAN (NRIC NO. 800103-14-5663) 3) FIRDAUS BIN RUSLAN (NRIC NO. 920713-14-5675) 4) FAUDZY ASRAFUDEEN BIN SAYED M

The oppression petition was dismissed because the plaintiff's grievance complained primarily of corporate wrongs (use of company assets to settle shareholder liability) that produce reflective loss to the shareholder; no distinct personal injury was shown, the proposed settlement was not pursued, s123 was not established, and therefore the correct route is a derivative action rather than an oppression remedy.

Citation
WA-24NCC-92-02/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Dato' Shabaruddin bin Ibrahim; Defendant: Dato' Ruslan bin Ali Omar; Defendant: Nor Fairuz bin Ruslan; Defendant: Firdaus bin Ruslan; Defendant: Faudzy Asrafudeen bin Sayed Mohamed; Defendant: Pesaka Consolidated Sdn Bhd; Defendant: Pesaka Ventures Sdn Bhd; Defendant: Jati Cakerawala Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
16 October 2020
Case Number
WA-24NCC-92-02/2020 (Mahkamah Tinggi)
Procedural Posture
Oppression Action Under Companies Act 2016 (section 346) / Judgment
Outcome
Plaintiff's oppression action dismissed
Legal Topics
Oppression, Derivative Action, Financial Assistance (s123), Directors' Duties, Reflective Loss, Discovery, Abuse of Process, Dividends
Source Language
Malay/English
Company Law Corporate Governance Civil Procedure Fiduciary Duties Oppression Derivative Action Financial Assistance (s123) Directors' Duties +4 more

Case Brief

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Parties

Dato' Shabaruddin bin Ibrahim

Plaintiff

Dato' Ruslan bin Ali Omar

Defendant

Nor Fairuz bin Ruslan

Defendant

Firdaus bin Ruslan

Defendant

Faudzy Asrafudeen bin Sayed Mohamed

Defendant

Pesaka Consolidated Sdn Bhd

Defendant

Pesaka Ventures Sdn Bhd

Defendant

Jati Cakerawala Sdn Bhd

Defendant

Procedural Posture

Oppression Action Under Companies Act 2016 (section 346) / Judgment

Legal Issues

  1. 1 Whether the alleged wrongs are personal to the minority shareholder or corporate wrongs requiring a derivative action
  2. 2 Whether the proposed settlement and diversion of company funds constituted financial assistance under s123 CA 2016
  3. 3 Whether post-filing conduct and litigation conduct establish a continuing propensity to oppress

Ratio Decidendi

The oppression petition was dismissed because the plaintiff's grievance complained primarily of corporate wrongs (use of company assets to settle shareholder liability) that produce reflective loss to the shareholder; no distinct personal injury was shown, the proposed settlement was not pursued, s123 was not established, and therefore the correct route is a derivative action rather than an oppression remedy.

Court Disposition

Plaintiff's oppression action dismissed

Orders

  • Oppression action dismissed
  • Costs to defendants fixed at RM 50,000.00 as agreed by the parties, subject to the payment of allocator