JURUKUR BAHAN FPS SDN BHD LEONG KAH WENG PIHAK KETIGA 1. ) TEY HEONG TIONG 2. ) FOO CHOW LUH

JURUKUR BAHAN FPS SDN BHD LEONG KAH WENG PIHAK KETIGA 1. ) TEY HEONG TIONG 2. ) FOO CHOW LUH

The SA unambiguously required surrender of the shares (including shares in identified sister/associate companies) upon premature resignation before retirement age and provided a fixed monetary exit compensation; the Companies were within the SA's scope by parties' shared understanding and common shareholding; defendant breached director duties; contra preferentum did not apply because clauses were not ambiguous. Consequently plaintiffs' claim for return of shares succeeded and defendant's counterclaim failed except for contractual compensation under clause H.

Citation
WA-22NCC-214-05/2021 (Mahkamah Tinggi)
Parties
Plaintiff: LIM KEE UAN; Plaintiff: CHOO THIN NEE; Plaintiff: LOCK MEI YEE; Plaintiff: TEY SUK REEI; Plaintiff; Defendant (counterclaim): TEY HEONG TIONG; Plaintiff; Defendant (counterclaim): JURUKUR BAHAN FPS SDN BHD; Defendant; Plaintiff (counterclaim): LEONG KAH WENG
Court
High Court
Jurisdiction
Malaysia
Judgment Date
23 June 2023
Case Number
WA-22NCC-214-05/2021 (Mahkamah Tinggi)
Procedural Posture
Civil Suit for Breach of Shareholders Agreement and Related Reliefs / Judgment (trial Concluded)
Outcome
Plaintiffs' claim allowed; defendant's counterclaim dismissed except for entitlement to RM250,000 compensation under clause H of the SA.
Legal Topics
Shareholders Agreement, Share Transfer on Exit, Directors' Duties, Contract Interpretation, Contra Preferentum Rule, Sister and Associate Companies
Source Language
Malay/English
Company Law Contract Law Equity Civil Procedure Shareholders Agreement Share Transfer on Exit Directors' Duties Contract Interpretation +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

LIM KEE UAN

Plaintiff

CHOO THIN NEE

Plaintiff

LOCK MEI YEE

Plaintiff

TEY SUK REEI

Plaintiff

TEY HEONG TIONG

Plaintiff; Defendant (counterclaim)

JURUKUR BAHAN FPS SDN BHD

Plaintiff; Defendant (counterclaim)

LEONG KAH WENG

Defendant; Plaintiff (counterclaim)

Procedural Posture

Civil Suit for Breach of Shareholders Agreement and Related Reliefs / Judgment (trial Concluded)

Legal Issues

  1. 1 Whether allotted shares were unconditionally and fully owned by defendant
  2. 2 Whether certain companies constituted sister or associate companies of FPS
  3. 3 Whether defendant breached duties as director

Ratio Decidendi

The SA unambiguously required surrender of the shares (including shares in identified sister/associate companies) upon premature resignation before retirement age and provided a fixed monetary exit compensation; the Companies were within the SA's scope by parties' shared understanding and common shareholding; defendant breached director duties; contra preferentum did not apply because clauses were not ambiguous. Consequently plaintiffs' claim for return of shares succeeded and defendant's counterclaim failed except for contractual compensation under clause H.

Court Disposition

Plaintiffs' claim allowed; defendant's counterclaim dismissed except for entitlement to RM250,000 compensation under clause H of the SA.

Orders

  • Defendant to surrender the Shares in FPS and the shares in the identified sister and associate companies to the remaining shareholders in accordance with the SA (clause H)
  • Judgment dismissing defendant's counterclaim except that defendant is entitled to RM250000 under clause H of the SA