GROUP SEVEN SDN BHD 1. ) LAMAN PESONA SDN BHD 2. ) Ivan Ong Kang Jun

GROUP SEVEN SDN BHD 1. ) LAMAN PESONA SDN BHD 2. ) Ivan Ong Kang Jun

Court found an oral contract existed and the 2nd Defendant failed to show any authorization by or ratification on behalf of Group Seven; under s65 Companies Act 2016 a purported pre‑incorporation contract renders the person purporting to act personally liable in absence of ratification; there is no evidence of triable issues on these points, therefore summary judgment against the 2nd Defendant was appropriate and granted.

Citation
CB-22NCvC-11-07/2021 (Mahkamah Tinggi)
Parties
Plaintiff (original); 1st Defendant (counterclaim): Group Seven Sdn. Bhd. (Company No.: 1389127-U); Defendant (original); Plaintiff (counterclaim): Laman Pesona Sdn. Bhd. (Company No.: 929873-U); 2nd Defendant (counterclaim): Ivan Ong Kang Jun (NRIC: 900924-01-5055)
Court
High Court
Jurisdiction
Malaysia
Judgment Date
7 September 2022
Case Number
CB-22NCvC-11-07/2021 (Mahkamah Tinggi)
Procedural Posture
Civil – Contractual Dispute With Counterclaim / Application for Leave to Enter Summary Judgment Against 2nd Defendant in Counterclaim (summary Judgment Application)
Outcome
Application allowed
Legal Topics
Oral Contract, Pre Incorporation Contract, Agency and Ratification, Summary Judgment, Breach of Contract, Personal Liability of Promoter
Source Language
Malay/English
Contract Companies Civil Procedure Property Oral Contract Pre Incorporation Contract Agency and Ratification Summary Judgment +2 more

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Parties

Group Seven Sdn. Bhd. (Company No.: 1389127-U)

Plaintiff (original); 1st Defendant (counterclaim)

Laman Pesona Sdn. Bhd. (Company No.: 929873-U)

Defendant (original); Plaintiff (counterclaim)

Ivan Ong Kang Jun (NRIC: 900924-01-5055)

2nd Defendant (counterclaim)

Procedural Posture

Civil – Contractual Dispute With Counterclaim / Application for Leave to Enter Summary Judgment Against 2nd Defendant in Counterclaim (summary Judgment Application)

Legal Issues

  1. 1 Whether leave to enter summary judgment against the 2nd defendant in the counterclaim should be granted
  2. 2 Whether an oral tenancy and vehicle rental contract existed and is enforceable
  3. 3 Whether the 2nd defendant acted as agent/pre‑incorporation promoter or is personally liable and whether there is evidence of ratification by the company

Ratio Decidendi

Court found an oral contract existed and the 2nd Defendant failed to show any authorization by or ratification on behalf of Group Seven; under s65 Companies Act 2016 a purported pre‑incorporation contract renders the person purporting to act personally liable in absence of ratification; there is no evidence of triable issues on these points, therefore summary judgment against the 2nd Defendant was appropriate and granted.

Court Disposition

Application allowed

Orders

  • Leave granted to enter summary judgment against the 2nd Defendant in the counterclaim (Ivan Ong Kang Jun)
  • Costs awarded to the Applicant/Plaintiff