ANG BOON KEE NG KONG HOCK DOMESTIC AVENUE SDN BHD LEE BEA LEM HOLDINGS SDN BHD

ANG BOON KEE NG KONG HOCK DOMESTIC AVENUE SDN BHD LEE BEA LEM HOLDINGS SDN BHD

Appeals allowed because appellants demonstrated arguable defences and material doubt about OKB's authority (supported by fresh evidence and first defendant's admissions), and because multiple bona fide triable issues (including authority, liability and transferability after winding up) made summary judgment inappropriate; accordingly default and summary judgments were set aside and the matter remitted for full trial.

Citation
B-02(IM)(NCVC)-2546-12/2018 (Mahkamah Rayuan)
Parties
Appellant / 7th Defendant: Ang Boon Kee; Appellant / 2nd Defendant: Jupiter Diversified Sdn Bhd; Appellant / 3rd Defendant: Lim Sang Ting; Appellant / 5th Defendant: Ang Kun Huat; Appellant / 6th Defendant: Tee Ah Seng; Respondent / Plaintiff: Ng Kong Hock; Respondent / Plaintiff: Domestic Avenue Sdn Bhd; Respondent / Plaintiff: Lee Bea Lem Holdings Sdn Bhd; Defendant / Managing Director: Tan Peng Son; Defendant / 4th Defendant: Chng Kiam Huat
Court
IM
Jurisdiction
Malaysia
Judgment Date
29 March 2021
Case Number
B-02(IM)(NCVC)-2546-12/2018 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (company/share Purchase Dispute) / Court of Appeal Judgment Allowing Appeals and Remitting to High Court for Full Trial
Outcome
Appeals allowed; judgment in default and summary judgment set aside; matter remitted to High Court for trial.
Legal Topics
Settlement Agreement, Agency and Authority of Solicitors, Setting Aside Default Judgment, Summary Judgment, Winding Up and Share Transfer
Source Language
Malay/English
Company Law Contract Law Civil Procedure Settlement Agreement Agency and Authority of Solicitors Setting Aside Default Judgment Summary Judgment Winding Up and Share Transfer

Case Brief

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Parties

Ang Boon Kee

Appellant / 7th Defendant

Jupiter Diversified Sdn Bhd

Appellant / 2nd Defendant

Lim Sang Ting

Appellant / 3rd Defendant

Ang Kun Huat

Appellant / 5th Defendant

Tee Ah Seng

Appellant / 6th Defendant

Ng Kong Hock

Respondent / Plaintiff

Domestic Avenue Sdn Bhd

Respondent / Plaintiff

Lee Bea Lem Holdings Sdn Bhd

Respondent / Plaintiff

Tan Peng Son

Defendant / Managing Director

Chng Kiam Huat

Defendant / 4th Defendant

Procedural Posture

Civil Appeal (company/share Purchase Dispute) / Court of Appeal Judgment Allowing Appeals and Remitting to High Court for Full Trial

Legal Issues

  1. 1 Whether OKB was authorised to negotiate and bind the appellants to the settlement agreement
  2. 2 Whether a valid settlement agreement was formed to purchase 25% shares for RM6,500,000
  3. 3 Whether appellants are jointly and severally liable when shares were to be transferred solely to first defendant

Ratio Decidendi

Appeals allowed because appellants demonstrated arguable defences and material doubt about OKB's authority (supported by fresh evidence and first defendant's admissions), and because multiple bona fide triable issues (including authority, liability and transferability after winding up) made summary judgment inappropriate; accordingly default and summary judgments were set aside and the matter remitted for full trial.

Court Disposition

Appeals allowed; judgment in default and summary judgment set aside; matter remitted to High Court for trial.

Orders

  • Set aside judgment in default dated 30.4.2018
  • Set aside summary judgment dated 7.3.2019