MRMS SDN. BHD. 1. ) LMTD Space Sdn. Bhd. 2. ) Tee Chiew Hean 3. ) Tee Sui Yang

MRMS SDN. BHD. 1. ) LMTD Space Sdn. Bhd. 2. ) Tee Chiew Hean 3. ) Tee Sui Yang

The court found the plaintiff failed to establish conduct amounting to minority oppression under s346 Companies Act 2016. The primary complaints (failure to open a company bank account, handling of LSS business) amounted to breaches of the shareholders' agreement and contractual disputes rather than visible oppression or disregard of minority interests. D3 was not privy to the shareholders' agreement and there was insufficient proof of conspiracy. Plaintiff was directed to pursue available contractual remedies under the shareholders' agreement or for the company to pursue any fiduciary claims; the application was dismissed with costs.

Citation
BL-24NCC-1-06/2022 (Mahkamah Tinggi)
Parties
Plaintiff: MRMS SDN BHD; Defendant 1: LMTD SPACE SDN BHD; Defendant 2: TEE CHIEW HEAN; Defendant 3: TEE SUI YANG
Court
High Court
Jurisdiction
Malaysia
Judgment Date
15 April 2024
Case Number
BL-24NCC-1-06/2022 (Mahkamah Tinggi)
Procedural Posture
Shareholder Oppression / Minority Oppression Claim (saman Pemula) / Judgment on Application
Outcome
Application dismissed
Legal Topics
Minority Oppression, Breach of Shareholders' Agreement, Disclosure and Accounting, Non Competition, Derivative/company Remedy
Source Language
Malay/English
Company Law Fiduciary Duties Contract Law Equity Minority Oppression Breach of Shareholders' Agreement Disclosure and Accounting Non Competition +1 more

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Parties

MRMS SDN BHD

Plaintiff

LMTD SPACE SDN BHD

Defendant 1

TEE CHIEW HEAN

Defendant 2

TEE SUI YANG

Defendant 3

Procedural Posture

Shareholder Oppression / Minority Oppression Claim (saman Pemula) / Judgment on Application

Legal Issues

  1. 1 Whether majority shareholder/director (D2) acted oppressively under s346 Companies Act 2016
  2. 2 Whether D2 breached fiduciary duties by diverting business/assets and withholding company accounts
  3. 3 Whether D3 conspired or assisted in oppressive conduct and whether D3 is privy to the shareholders' agreement

Ratio Decidendi

The court found the plaintiff failed to establish conduct amounting to minority oppression under s346 Companies Act 2016. The primary complaints (failure to open a company bank account, handling of LSS business) amounted to breaches of the shareholders' agreement and contractual disputes rather than visible oppression or disregard of minority interests. D3 was not privy to the shareholders' agreement and there was insufficient proof of conspiracy. Plaintiff was directed to pursue available contractual remedies under the shareholders' agreement or for the company to pursue any fiduciary claims; the application was dismissed with costs.

Court Disposition

Application dismissed

Orders

  • Plaintiff's application (Annex 23) dismissed
  • Costs of RM10,000.00 to each Defendant to be paid by Plaintiff