KEE HIN VENTURES SDN BHD 1. ) Great Partners Industries Ltd 2. ) APEX LEADER (HK) LTD 3. ) ONG WAN BING @ KIE TJHAN

KEE HIN VENTURES SDN BHD 1. ) Great Partners Industries Ltd 2. ) APEX LEADER (HK) LTD 3. ) ONG WAN BING @ KIE TJHAN

The Court allowed the appeal in part: it held the High Court erred in applying the arbitral Award to bind the appellant and in awarding pre‑judgment interest to the Respondents in a manner inconsistent with the appellant's Articles of Association (Article 100); however the Court found the 31 March 2017 letter constituted a clear and unequivocal acknowledgement of the debt under s.26(2) Limitation Act 1953, so the claim for the 2013 dividend was not time‑barred. The High Court's order awarding pre‑judgment interest was varied accordingly and other declaratory claims dismissed as set out in the orders.

Citation
W-02(NCC)(W)-646-04/2022 (Mahkamah Rayuan)
Parties
Appellant: KEE HIN VENTURES SDN BHD; 1st Respondent: GREAT PARTNERS INDUSTRIES LTD; 2nd Respondent: APEX LEADER (HK) LTD.; 3rd Respondent: ONG WAN BING @ KIE TJHAN
Court
NCC
Jurisdiction
Malaysia
Judgment Date
31 May 2024
Case Number
W-02(NCC)(W)-646-04/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (company/shareholder Dispute) / Appeal to Court of Appeal After High Court Trial and Judgment
Outcome
Appeal allowed in part; High Court judgment varied
Legal Topics
Dividends, Pre Judgment Interest, Enforcement of Arbitral Award, Articles of Association, Acknowledgement of Debt, Lien, Statute of Limitations
Source Language
Malay/English
Company Law Arbitration Civil Procedure Contract Law Limitation Law Equity Dividends Pre Judgment Interest +5 more

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Parties

KEE HIN VENTURES SDN BHD

Appellant

GREAT PARTNERS INDUSTRIES LTD

1st Respondent

APEX LEADER (HK) LTD.

2nd Respondent

ONG WAN BING @ KIE TJHAN

3rd Respondent

Procedural Posture

Civil Appeal (company/shareholder Dispute) / Appeal to Court of Appeal After High Court Trial and Judgment

Legal Issues

  1. 1 Whether the appellant is bound by the arbitral award insofar as interest is concerned and whether pre‑judgment interest may be awarded contrary to the company's articles
  2. 2 Whether the claim for the 2013 dividend was time‑barred and whether the 31 March 2017 letter constituted an acknowledgement of debt resetting limitation under s.26(2) Limitation Act 1953

Ratio Decidendi

The Court allowed the appeal in part: it held the High Court erred in applying the arbitral Award to bind the appellant and in awarding pre‑judgment interest to the Respondents in a manner inconsistent with the appellant's Articles of Association (Article 100); however the Court found the 31 March 2017 letter constituted a clear and unequivocal acknowledgement of the debt under s.26(2) Limitation Act 1953, so the claim for the 2013 dividend was not time‑barred. The High Court's order awarding pre‑judgment interest was varied accordingly and other declaratory claims dismissed as set out in the orders.

Court Disposition

Appeal allowed in part; High Court judgment varied

Orders

  • 1st Plaintiff to be paid RM2,391,639.56
  • 2nd Plaintiff to be paid RM735,889.10