PEMPETISYEN Ooi Boon Seong Plot Design Sdn Bhd

PEMPETISYEN Ooi Boon Seong Plot Design Sdn Bhd

The company is a quasi‑partnership controlled equally by two shareholders whose relationship has irretrievably broken down, producing a persistent deadlock that prevents proper governance (no auditors or accounts since 2021) and the business is effectively defunct; on these facts it is just and equitable to wind up the company and appoint liquidators; the respondent's proposal to take shares without paying consideration was rejected as wrongful.

Citation
WA-28NCC-1153-12/2024 (Mahkamah Tinggi)
Parties
Petitioner: OOI BOON SEONG; Respondent: PLOT DESIGN SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
30 April 2025
Case Number
WA-28NCC-1153-12/2024 (Mahkamah Tinggi)
Procedural Posture
Companies Winding Up Petition / Judgment (grounds of Judgment)
Outcome
Petition granted: Respondent company ordered to be wound up on just and equitable grounds.
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Deadlock in Corporate Management, Judicial Management, Shareholder Dispute, Appointment of Liquidator
Source Language
Malay/English
Company Law Insolvency Civil Procedure Just and Equitable Winding Up Quasi Partnership Deadlock in Corporate Management Judicial Management Shareholder Dispute +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 12 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

OOI BOON SEONG

Petitioner

PLOT DESIGN SDN BHD

Respondent

Procedural Posture

Companies Winding Up Petition / Judgment (grounds of Judgment)

Legal Issues

  1. 1 Whether it is just and equitable to wind up the company under s 465(1)(h) of the Companies Act 2016
  2. 2 Whether the deadlock and breakdown of trust between equal shareholders constitutes a ground for winding up
  3. 3 Whether the petitioner acted with undue delay or lacked bona fides

Ratio Decidendi

The company is a quasi‑partnership controlled equally by two shareholders whose relationship has irretrievably broken down, producing a persistent deadlock that prevents proper governance (no auditors or accounts since 2021) and the business is effectively defunct; on these facts it is just and equitable to wind up the company and appoint liquidators; the respondent's proposal to take shares without paying consideration was rejected as wrongful.

Court Disposition

Petition granted: Respondent company ordered to be wound up on just and equitable grounds.

Orders

  • Respondent be wound up pursuant to Section 465(1)(h) of the Companies Act 2016 and an independent liquidator appointed
  • Mr Lim Tian Huat (NRIC No.: 541128-04-5235) and Mr Chiang Teng Guan (NRIC No.: 851030-04-5265) of Rodgers Reidy & Co appointed as joint and several Liquidators