Loh Teck Wah 1. ) Liew Chia Soon 2. ) Fintree Capital Sdn Bhd 3. ) PNL Business Services Sdn Bhd 4. ) Lim Pang Kiam 5. ) Yap Chee Kheng

Loh Teck Wah 1. ) Liew Chia Soon 2. ) Fintree Capital Sdn Bhd 3. ) PNL Business Services Sdn Bhd 4. ) Lim Pang Kiam 5. ) Yap Chee Kheng

Plaintiff failed to prove a trust over Liew's shares because there was no clear, documentary or unequivocal evidence of intention and the plaintiff's prior assertions in JM 1 that he was a creditor amounted to judicial estoppel; the allotment of shares to PNLBS and appointment of directors were valid acts by Liew as...

Source-derived case information.

Citation
WA-24NCC-611-04/2022 (Mahkamah Tinggi)
Parties
Plaintiff: Loh Teck Wah; Defendant: Liew Chia Soon; Defendant: Fintree Capital Sdn Bhd; Defendant: PNL Business Services Sdn Bhd; Defendant: Lim Pang Kiam; Defendant: Yap Chee Kheng
Court
High Court
Jurisdiction
Malaysia
Judgment Date
5 August 2022
Case Number
WA-24NCC-611-04/2022 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (commercial Division) / Judgment (consolidated Os; Dismissed)
Outcome
Both originating summonses dismissed with costs.
Legal Topics
Declaration of Trust Over Shares, Share Allotment and Registration, Appointment of Directors, Judicial Estoppel, Director Duties Under Companies Act S218, Illegality/public Policy (patel Doctrine)
Company Law Trusts and Fiduciary Duties Equity Civil Procedure Declaration of Trust Over Shares Share Allotment and Registration Appointment of Directors Judicial Estoppel +2 more

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Parties

Loh Teck Wah

Plaintiff

Liew Chia Soon

Defendant

Fintree Capital Sdn Bhd

Defendant

PNL Business Services Sdn Bhd

Defendant

Lim Pang Kiam

Defendant

Yap Chee Kheng

Defendant

Procedural Posture

Originating Summons (commercial Division) / Judgment (consolidated Os; Dismissed)

Legal Issues

  1. 1 Whether 100,000 shares registered in Liew's name were held on trust for Loh
  2. 2 Whether allotment and issuance of 110,000 shares to PNLBS was invalid
  3. 3 Whether appointments of Paul and Nicholas as directors were invalid

Ratio Decidendi

Plaintiff failed to prove a trust over Liew's shares because there was no clear, documentary or unequivocal evidence of intention and the plaintiff's prior assertions in JM 1 that he was a creditor amounted to judicial estoppel; the allotment of shares to PNLBS and appointment of directors were valid acts by Liew as sole director and shareholder; granting the relief sought would place Loh in conflict with duties under Companies Act s218 and offend public policy under the Patel framework, therefore both originating summonses must be dismissed.

Court Disposition

Both originating summonses dismissed with costs.

Orders

  • Dismissed enclosures 1 in OS 85 and OS 611 with costs