URBAN DOMAIN SDN. BHD. 1. ) PINS OSC & MAINTENANCE SERVICES SDN BHD 2. ) PERAK INTEGRATED NETWORK SERVICES SDN BHD 3. ) XXXX

URBAN DOMAIN SDN. BHD. 1. ) PINS OSC & MAINTENANCE SERVICES SDN BHD 2. ) PERAK INTEGRATED NETWORK SERVICES SDN BHD 3. ) XXXX

The Court of Appeal held that the Liability Judgment and clause 8.1.1 fix the accounting period by reference to the last Work Order and that a subsequent winding‑up of PINS OSC could not be used to shorten the period of PINS’s contractual liability; accordingly the Registrar’s Order was reinstated and the High Court’s amendment setting the period to the winding‑up date was set aside; separately, the High Court’s Quantum Order was correct to permit deduction only for MCMC Priority Payments and was affirmed.

Citation
W-03(IM)(NCC)-70-07/2022 (Mahkamah Rayuan)
Parties
Appellant (derivative Plaintiff): Urban Domain Sdn Bhd; Respondent/appellant: Perak Integrated Network Services Sdn Bhd; First Defendant / Company on Whose Behalf Derivative Action Brought: PINS OSC & Maintenance Services Sdn Bhd; Third Defendant: Dato’ Seri Dr. Abdullah Fadzil Che Wan
Court
IM
Jurisdiction
Malaysia
Judgment Date
7 December 2023
Case Number
W-03(IM)(NCC)-70-07/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeals (derivative Action; Account and Inquiry; Quantum) / Court of Appeal Judgment (final Disposition of Appeals)
Outcome
Appeals W-03(IM)(NCC)-69-07/2022 and W-03(IM)(NCC)-70-07/2022 allowed; 1st Judge's Order set aside; Registrar's Order reinstated with requested amendments; Appeal W-02(IM)(NCC)-326-03/2023 dismissed and Quantum Order affirmed.
Legal Topics
Derivative Action, Account and Inquiry, Winding Up, Calculation of Damages, Res Judicata, Interpretation of Court Orders
Source Language
Malay/English
Contract Company Law Civil Procedure Equity Remedies Damages Derivative Action Account and Inquiry Winding Up +3 more

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Parties

Urban Domain Sdn Bhd

Appellant (derivative Plaintiff)

Perak Integrated Network Services Sdn Bhd

Respondent/appellant

PINS OSC & Maintenance Services Sdn Bhd

First Defendant / Company on Whose Behalf Derivative Action Brought

Dato’ Seri Dr. Abdullah Fadzil Che Wan

Third Defendant

Procedural Posture

Civil Appeals (derivative Action; Account and Inquiry; Quantum) / Court of Appeal Judgment (final Disposition of Appeals)

Legal Issues

  1. 1 Whether the winding‑up of PINS OSC post‑trial limited the period for which maintenance fees could be recovered
  2. 2 Whether the Registrar’s Order determining the accounting period was correct
  3. 3 Whether deductions other than MCMC Priority Payments were allowable in the quantum calculation

Ratio Decidendi

The Court of Appeal held that the Liability Judgment and clause 8.1.1 fix the accounting period by reference to the last Work Order and that a subsequent winding‑up of PINS OSC could not be used to shorten the period of PINS’s contractual liability; accordingly the Registrar’s Order was reinstated and the High Court’s amendment setting the period to the winding‑up date was set aside; separately, the High Court’s Quantum Order was correct to permit deduction only for MCMC Priority Payments and was affirmed.

Court Disposition

Appeals W-03(IM)(NCC)-69-07/2022 and W-03(IM)(NCC)-70-07/2022 allowed; 1st Judge's Order set aside; Registrar's Order reinstated with requested amendments; Appeal W-02(IM)(NCC)-326-03/2023 dismissed and Quantum Order affirmed.

Orders

  • 1st Judge's Order dated 10.6.2022 set aside
  • Registrar's Order dated 6.8.2021 reinstated and amended to include plaintiff's requests in enclosure 246