Lam Kim Kai 1. ) Har Kah Seng 2. ) Phon Chooi Peng 3. ) Apec Fasa Sdn Bhd

Lam Kim Kai 1. ) Har Kah Seng 2. ) Phon Chooi Peng 3. ) Apec Fasa Sdn Bhd

The court appointed the applicant's nominated valuer (MSA) because MSA demonstrated suitability by providing consent, a detailed methodology and a fee reflecting the substantial and complex work required; the defendants failed to adduce evidence to show MSA's fee was unreasonable or that their nominees were more...

Source-derived case information.

Citation
WA-24NCC-613-11/2023 (Mahkamah Tinggi)
Parties
Plaintiff: Lam Kim Kai; 1st Defendant: Har Kah Seng; 2nd Defendant: Phon Chooi Peng; 3rd Defendant: Apec Fasa Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
28 August 2024
Case Number
WA-24NCC-613-11/2023 (Mahkamah Tinggi)
Procedural Posture
Originating Summons Oppression/buy Out Under Companies Act 2016 / Interlocutory Application to Appoint Independent Valuer Following High Court Buy Out Order
Outcome
Application allowed. Moore Stephens Associates PLT appointed as independent valuer; defendants ordered to pay valuer's fees and cooperate; contingency payment and interest provisions granted; costs awarded to plaintiff.
Legal Topics
Shareholder Oppression, Buy Out Order, Appointment of Independent Valuer, Valuer Fees and Scope, Enforcement of Court Order
Companies Law Civil Procedure Corporate Valuation Commercial Litigation Shareholder Oppression Buy Out Order Appointment of Independent Valuer Valuer Fees and Scope +1 more

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Parties

Lam Kim Kai

Plaintiff

Har Kah Seng

1st Defendant

Phon Chooi Peng

2nd Defendant

Apec Fasa Sdn Bhd

3rd Defendant

Procedural Posture

Originating Summons Oppression/buy Out Under Companies Act 2016 / Interlocutory Application to Appoint Independent Valuer Following High Court Buy Out Order

Legal Issues

  1. 1 Whether the court should appoint the applicant's nominated valuer
  2. 2 Whether the valuer's quoted fee is reasonable given the scope and complexity
  3. 3 Whether the defendants' proposed valuers are suitable and had consented to act

Ratio Decidendi

The court appointed the applicant's nominated valuer (MSA) because MSA demonstrated suitability by providing consent, a detailed methodology and a fee reflecting the substantial and complex work required; the defendants failed to adduce evidence to show MSA's fee was unreasonable or that their nominees were more suitable, and therefore did not discharge the burden to rebut the default position of accepting the applicant's nominee. The defendants are ordered to pay MSA's fees and must cooperate with the valuation process, with specified consequences if they default.

Court Disposition

Application allowed. Moore Stephens Associates PLT appointed as independent valuer; defendants ordered to pay valuer's fees and cooperate; contingency payment and interest provisions granted; costs awarded to plaintiff.

Orders

  • MSA is appointed as the independent valuer to determine fair value of all Plaintiff's shares in Apec Fasa with methodology to be determined by MSA.
  • MSA shall prepare and deliver its valuation report to the court and solicitors for the parties within 30 days after full payment of MSA's fees and applicable tax (RM113,400.00).