LOW EAN NEE 1. ) LOW CHENG TEIK 2. ) LOW HOCK BOON 3. ) LAW SEE YOONG 4. ) SNE MARKETING SDN BHD

LOW EAN NEE 1. ) LOW CHENG TEIK 2. ) LOW HOCK BOON 3. ) LAW SEE YOONG 4. ) SNE MARKETING SDN BHD

The Court of Appeal found that although the appellant failed to prove forgery, the assignment of the company's valuable Trademark to a related company for a nominal RM10 constituted oppressive conduct and unfair dealing under Section 346; accordingly the High Court order was set aside and a buyout remedy with independent valuation was ordered.

Citation
W-02(NCC)(A)-909-07/2020 (Mahkamah Rayuan)
Parties
Appellant: Low Ean Nee; 1st Respondent: Low Cheng Teik; 2nd Respondent: Low Hock Boon; 3rd Respondent: Lau See Yoong; 4th Respondent (company): SNE Marketing Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
13 September 2022
Case Number
W-02(NCC)(A)-909-07/2020 (Mahkamah Rayuan)
Procedural Posture
Oppression Petition Under Section 346 Companies Act 2016 / Appeal to Court of Appeal (grounds of Judgment)
Outcome
Appeal allowed in part; High Court order set aside; appellate remedial orders made under Section 346
Legal Topics
Oppression/unfair Prejudice, Minority Shareholder Buyout, Fiduciary Duties and Director Conduct, Asset Disposal at Undervalue, Valuation of Shares, Procedural Evidence on Forgery
Source Language
Malay/English
Company Law Corporate Governance Equity Remedies Intellectual Property (trademark) Oppression/unfair Prejudice Minority Shareholder Buyout Fiduciary Duties and Director Conduct Asset Disposal at Undervalue +2 more

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Parties

Low Ean Nee

Appellant

Low Cheng Teik

1st Respondent

Low Hock Boon

2nd Respondent

Lau See Yoong

3rd Respondent

SNE Marketing Sdn Bhd

4th Respondent (company)

Procedural Posture

Oppression Petition Under Section 346 Companies Act 2016 / Appeal to Court of Appeal (grounds of Judgment)

Legal Issues

  1. 1 Whether the directors' conduct amounted to oppression under Section 346
  2. 2 Allegation of forgery of appellant's signature on board resolutions and breach of articles 73 and 90
  3. 3 Whether assignment of the company's trademark for nominal consideration was at undervalue and oppressive

Ratio Decidendi

The Court of Appeal found that although the appellant failed to prove forgery, the assignment of the company's valuable Trademark to a related company for a nominal RM10 constituted oppressive conduct and unfair dealing under Section 346; accordingly the High Court order was set aside and a buyout remedy with independent valuation was ordered.

Court Disposition

Appeal allowed in part; High Court order set aside; appellate remedial orders made under Section 346

Orders

  • Order of the High Court dated 13 July 2020 is set aside
  • The 1st Respondent or the 2nd Respondent or the 3rd Respondent shall purchase all of the Appellant's shares in the 4th Respondent