1. KHOO TENG CHUAN 2. KHOR CHUN MOOI 1. WEALTHY ACHIEVERS SDN BHD (NO SYARIKAT: 811438-A) 2. ANG KIM CHENG @ ANG TENG KOK 3. KANG CHAI 4. CHAN WAI KIT

1. KHOO TENG CHUAN 2. KHOR CHUN MOOI 1. WEALTHY ACHIEVERS SDN BHD (NO SYARIKAT: 811438-A) 2. ANG KIM CHENG @ ANG TENG KOK 3. KANG CHAI 4. CHAN WAI KIT

On the totality of circumstantial and documentary evidence the Court concluded WA was operated for the benefit of the five families, the 2nd defendant was the shadow director and directing mind of WA, and the transfer of the 1st plaintiff's one share to the 3rd defendant was invalid and set aside; the separate application to re-amend pleadings was correctly refused as too late and prejudicial.

Citation
P-02(NCVC)(W)-2180-10/2018 DIDENGAR BERSAMA P-02(NCVC)(W)-2286-11/2018 (Mahkamah Rayuan)
Parties
Appellant/plaintiff: Khoo Teng Chuan; Appellant/plaintiff: Khor Chun Mooi; Respondent/defendant: Wealthy Achievers Sdn Bhd (811438-A); Respondent/defendant: Ang Kim Cheng @ Ang Teng Kok; Respondent/defendant: Kang Chai; Respondent/defendant: Chan Wai Kit
Court
NCVC
Jurisdiction
Malaysia
Judgment Date
2 December 2020
Case Number
P-02(NCVC)(W)-2180-10/2018 DIDENGAR BERSAMA P-02(NCVC)(W)-2286-11/2018 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) From High Court / Judgment on Appeal (determination)
Outcome
Civil Appeal No. P-02(NCVC)(W)-2286-11/2018 allowed in part; Civil Appeal No. P-02(NCVC)(W)-2180-10/2018 dismissed
Legal Topics
Shadow Director, Nominee Director, Share Transfer Validity, Breach of Directors' Duties, Late Amendment of Pleadings, Corporate Governance
Source Language
Malay/English
Company Law Equity and Trusts Civil Procedure Corporate Finance Shadow Director Nominee Director Share Transfer Validity Breach of Directors' Duties +2 more

Case Brief

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Parties

Khoo Teng Chuan

Appellant/plaintiff

Khor Chun Mooi

Appellant/plaintiff

Wealthy Achievers Sdn Bhd (811438-A)

Respondent/defendant

Ang Kim Cheng @ Ang Teng Kok

Respondent/defendant

Kang Chai

Respondent/defendant

Chan Wai Kit

Respondent/defendant

Procedural Posture

Civil Appeal (court of Appeal) From High Court / Judgment on Appeal (determination)

Legal Issues

  1. 1 Whether Wealthy Achievers Sdn Bhd (WA) belonged to the five families
  2. 2 Whether Ang Kim Cheng (2nd defendant) was a shadow director of WA
  3. 3 Whether the transfer of the 1st plaintiff's one share to the 3rd defendant was invalid

Ratio Decidendi

On the totality of circumstantial and documentary evidence the Court concluded WA was operated for the benefit of the five families, the 2nd defendant was the shadow director and directing mind of WA, and the transfer of the 1st plaintiff's one share to the 3rd defendant was invalid and set aside; the separate application to re-amend pleadings was correctly refused as too late and prejudicial.

Court Disposition

Civil Appeal No. P-02(NCVC)(W)-2286-11/2018 allowed in part; Civil Appeal No. P-02(NCVC)(W)-2180-10/2018 dismissed

Orders

  • Declaration that the transfer of the one share in WA from the 1st plaintiff to the 3rd defendant is invalid and of no effect and is hereby set aside
  • The 2nd and 4th defendants shall indemnify the 2nd plaintiff for any liability incurred by the 2nd plaintiff as director of WA for failure to prepare and file WA's relevant annual reports and audited accounts with relevant authorities