3Q RESOURCES (M) SDN BHD 1. ) SOLIDWIN PROPERTY SDN BHD 2. ) TEOH HAI HIN

3Q RESOURCES (M) SDN BHD 1. ) SOLIDWIN PROPERTY SDN BHD 2. ) TEOH HAI HIN

The Court allowed the appeals, holding the High Court erred in striking out the suit because the pleadings raised substantial triable issues of mixed law and fact (validity of shareholders' mandate, potential contravention of an Order for Sale, bona fides of purchasers, applicability of s.340(4) NLC) that required viva voce evidence; therefore the striking out and caveat removal orders were set aside and the matters remitted for trial.

Citation
P-02(IM)(NCvC)-876-07/2020 (Mahkamah Rayuan)
Parties
Appellant / Plaintiff: 3Q Resources (M) Sdn Bhd; Respondent / Plaintiff / Defendant: Solidwin Property Sdn Bhd; Respondent / Defendant: Teoh Hai Hin; Respondent / Defendant: Magnum Consortium Sdn Bhd; Respondent / Defendant: Hong Yeam Wah; Defendant / Interested Party: Khaw Tiew Chai; Defendant / Interested Party: Chen Mun Heng
Court
IM
Jurisdiction
Malaysia
Judgment Date
8 May 2023
Case Number
P-02(IM)(NCvC)-876-07/2020 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) Arising From High Court Matters / Judgment on Appeals; High Court Orders Set Aside and Remitted for Trial
Outcome
All appeals allowed; High Court striking out orders and caveat removal order set aside; matters remitted for trial; costs to appellant
Legal Topics
Striking Out Under Order 18 Rule 19 ROC, Private Caveat and Removal Under S.327 NLC, Bona Fide Purchaser and Indefeasibility Under S.340 NLC, Company Mandate and S.132 C Companies Act 1965, Res Judicata and Issue Estoppel
Source Language
Malay/English
Civil Procedure Land Law Company Law Equity and Trusts Property Law Striking Out Under Order 18 Rule 19 ROC Private Caveat and Removal Under S.327 NLC Bona Fide Purchaser and Indefeasibility Under S.340 NLC +2 more

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Parties

3Q Resources (M) Sdn Bhd

Appellant / Plaintiff

Solidwin Property Sdn Bhd

Respondent / Plaintiff / Defendant

Teoh Hai Hin

Respondent / Defendant

Magnum Consortium Sdn Bhd

Respondent / Defendant

Hong Yeam Wah

Respondent / Defendant

Khaw Tiew Chai

Defendant / Interested Party

Chen Mun Heng

Defendant / Interested Party

Procedural Posture

Civil Appeal (court of Appeal) Arising From High Court Matters / Judgment on Appeals; High Court Orders Set Aside and Remitted for Trial

Legal Issues

  1. 1 Whether the sale of lands was void for lack of a lawful shareholders' resolution (s.132C Companies Act)
  2. 2 Whether the sale by private treaty contravened the Order for Sale and was therefore void
  3. 3 Whether subsequent purchaser Solidwin was a bona fide purchaser with no notice

Ratio Decidendi

The Court allowed the appeals, holding the High Court erred in striking out the suit because the pleadings raised substantial triable issues of mixed law and fact (validity of shareholders' mandate, potential contravention of an Order for Sale, bona fides of purchasers, applicability of s.340(4) NLC) that required viva voce evidence; therefore the striking out and caveat removal orders were set aside and the matters remitted for trial.

Court Disposition

All appeals allowed; High Court striking out orders and caveat removal order set aside; matters remitted for trial; costs to appellant

Orders

  • Allow Appeals P-02(IM)(NCvC)-876-07/2020 and P-02(IM)(NCvC)-878-07/2020
  • Set aside High Court order dated 25.6.2020 (striking out) and remit matter for trial