UNITED SECURITIES SDN BHD 1. UNITED OVERSEAS BANK LIMITED 2. UOB 2006 NOMINEES (TEMPATAN) SDN BHD 3. CITY CENTRE SDN BHD 4. DAN 4 YANG LAIN

UNITED SECURITIES SDN BHD 1. UNITED OVERSEAS BANK LIMITED 2. UOB 2006 NOMINEES (TEMPATAN) SDN BHD 3. CITY CENTRE SDN BHD 4. DAN 4 YANG LAIN

Equiticorp has sufficient legal interest as a member of the Committee of Inspection and intervention is permitted; UOB Bank Singapore failed to establish that Singapore is the more appropriate forum and, on the facts, had submitted to Malaysian jurisdiction by conduct through its nominee and by participating in local liquidation processes; accordingly the stay to Singapore is refused and the stay of execution pending appeal is refused for lack of special circumstances.

Citation
22NCC-682-12/2019 (Mahkamah Tinggi)
Parties
Plaintiff (in Liquidation): United Securities Sdn Bhd; 1st Defendant (successor to OUB Limited; Lender): United Overseas Bank Limited; 2nd Defendant (nominee/registered Holder of CCSB Shares): UOB 2006 Nominees (Tempatan) Sdn Bhd; 3rd Defendant (in Liquidation; Subsidiary Whose Assets Generated Surplus Funds): City Centre Sdn Bhd; 4th Defendant (liquidator for City Centre Sdn Bhd): Lim Keng Peo; 5th Defendant (liquidator for City Centre Sdn Bhd): Yeoh Siew Ming; 6th Defendant (receiver of United Securities Sdn Bhd; Intervened): Chan Siew Mei; 7th Defendant (in Statutory Management; Intervener; Member Committee of Inspection): Equiticorp Holdings Ltd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
1 October 2020
Case Number
22NCC-682-12/2019 (Mahkamah Tinggi)
Procedural Posture
Winding Up / Declaratory Suit Arising From Debenture and Loan / Interlocutory Applications Heard and Grounds of Judgment (intervention and Stay Applications)
Outcome
Application to intervene (enclosure 54) allowed; Application for stay of proceedings on forum non conveniens grounds (enclosure 56) dismissed; Application to stay execution pending appeal (enclosure 127) dismissed
Legal Topics
Intervention (order 15), Forum Non Conveniens, Jurisdiction Clause, Submission to Jurisdiction, Debenture and Charge Over Shares, Committee of Inspection Duties, Stay of Execution, Limitation
Source Language
Malay/English
Company Law Insolvency and Liquidation Contract Law Private International Law Civil Procedure Equity and Trusts Intervention (order 15) Forum Non Conveniens +6 more

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Parties

United Securities Sdn Bhd

Plaintiff (in Liquidation)

United Overseas Bank Limited

1st Defendant (successor to OUB Limited; Lender)

UOB 2006 Nominees (Tempatan) Sdn Bhd

2nd Defendant (nominee/registered Holder of CCSB Shares)

City Centre Sdn Bhd

3rd Defendant (in Liquidation; Subsidiary Whose Assets Generated Surplus Funds)

Lim Keng Peo

4th Defendant (liquidator for City Centre Sdn Bhd)

Yeoh Siew Ming

5th Defendant (liquidator for City Centre Sdn Bhd)

Chan Siew Mei

6th Defendant (receiver of United Securities Sdn Bhd; Intervened)

Equiticorp Holdings Ltd

7th Defendant (in Statutory Management; Intervener; Member Committee of Inspection)

Procedural Posture

Winding Up / Declaratory Suit Arising From Debenture and Loan / Interlocutory Applications Heard and Grounds of Judgment (intervention and Stay Applications)

Legal Issues

  1. 1 Whether Equiticorp had locus to intervene as member of committee of inspection
  2. 2 Whether the Singapore courts are the more appropriate forum (forum non conveniens) given the jurisdiction clause
  3. 3 Whether clause 25 created an exclusive jurisdiction for actions initiated by the borrower or creditor and its operation when borrower sues

Ratio Decidendi

Equiticorp has sufficient legal interest as a member of the Committee of Inspection and intervention is permitted; UOB Bank Singapore failed to establish that Singapore is the more appropriate forum and, on the facts, had submitted to Malaysian jurisdiction by conduct through its nominee and by participating in local liquidation processes; accordingly the stay to Singapore is refused and the stay of execution pending appeal is refused for lack of special circumstances.

Court Disposition

Application to intervene (enclosure 54) allowed; Application for stay of proceedings on forum non conveniens grounds (enclosure 56) dismissed; Application to stay execution pending appeal (enclosure 127) dismissed

Orders

  • Equiticorp Holdings Ltd added as seventh defendant to the writ action (enclosure 54 allowed)
  • Enclosure 56 (UOB Singapore's application to stay proceedings pending Singapore OS) dismissed