Maximerge Capital Sdn Bhd Goh Chee Siang

Maximerge Capital Sdn Bhd Goh Chee Siang

On the balance of probabilities the plaintiff proved defendant breached the Sale of Shares Agreement and the Shareholders Agreement by failing to transfer the Additional Ordinary Shares after plaintiff paid RM2,500,000; documents placed in Part A were binding on both parties as to authenticity and content so...

Source-derived case information.

Citation
BA-22NCC-113-07/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Maximerge Capital Sdn Bhd; Defendant: Goh Chee Siang
Court
High Court
Jurisdiction
Malaysia
Judgment Date
13 December 2023
Case Number
BA-22NCC-113-07/2020 (Mahkamah Tinggi)
Procedural Posture
Share Sale / Contract Dispute / High Court Judgment (trial)
Outcome
Plaintiff's claim allowed on the balance of probabilities; costs awarded to plaintiff; restitution and declaratory relief granted; direction that any share transfer must be effected only with leave of the winding-up court
Legal Topics
Specific Performance, Restitution / Unjust Enrichment, Admissibility of Electronic Communications (whats App), Part a Agreed Documents, Share Transfer in Winding Up
Contract Law Company Law Evidence Civil Procedure Specific Performance Restitution / Unjust Enrichment Admissibility of Electronic Communications (whats App) Part a Agreed Documents +1 more

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Parties

Maximerge Capital Sdn Bhd

Plaintiff

Goh Chee Siang

Defendant

Procedural Posture

Share Sale / Contract Dispute / High Court Judgment (trial)

Legal Issues

  1. 1 Whether the sale and shareholders agreements placed in Part A could be challenged as to date and authenticity
  2. 2 Admissibility and probative value of WhatsApp messages
  3. 3 Whether clause 6.4 (specific performance) of the SHA required plaintiffs to seek specific performance before other remedies

Ratio Decidendi

On the balance of probabilities the plaintiff proved defendant breached the Sale of Shares Agreement and the Shareholders Agreement by failing to transfer the Additional Ordinary Shares after plaintiff paid RM2,500,000; documents placed in Part A were binding on both parties as to authenticity and content so defendant's late challenge to dates was not meritorious; WhatsApp printouts admitted but given nominal probative value; clause 6.4 was inapplicable because defendant prevented the contractual mechanism from operating; restitution of RM2,500,000 is appropriate for unjust enrichment and the court ordered remedies subject to statutory constraints on share transfer in winding up (leave of...

Court Disposition

Plaintiff's claim allowed on the balance of probabilities; costs awarded to plaintiff; restitution and declaratory relief granted; direction that any share transfer must be effected only with leave of the winding-up court

Orders

  • Plaintiff's claim is allowed with costs
  • Declaration that defendant breached the Sale of Shares Agreement and the Shareholders Agreement