TAN LAE PENG 1. ) KHOO THEAN SAN 2. ) CHUA LI WAH 3. ) SALT MARKETING SDN BHD

TAN LAE PENG 1. ) KHOO THEAN SAN 2. ) CHUA LI WAH 3. ) SALT MARKETING SDN BHD

The company is a quasi-partnership; the plaintiff had a legitimate expectation to remain in management while a shareholder; the 1st defendant's conduct in falsely claiming resignation, excluding her from management, issuing an EGM notice to remove her, denying access to records and making a false CBT accusation amounted to oppression under s346; the company secretary is a distinct officer and generally a third party but executed contested instructions and was implicated factually; equitable remedy of buyout by independent valuation was appropriate rather than winding up.

Citation
BA-24NCC-67-06/2024 (Mahkamah Tinggi)
Parties
Plaintiff: Tan Lae Peng; 1st Defendant: Khoo Thean San; 2nd Defendant: Chua Li Wah; 3rd Defendant: Salt Marketing Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
16 December 2024
Case Number
BA-24NCC-67-06/2024 (Mahkamah Tinggi)
Procedural Posture
Originating Summons Under Companies Act 2016 (sections 245 and 346) / Judgment on Originating Summons
Outcome
Originating Summons allowed in part; relief granted under section 346 Companies Act 2016 including appointment of independent valuer, buyout order and ancillary reliefs
Legal Topics
Oppression and Unfair Prejudice, Minority Shareholder Rights, Quasi Partnership, Director Removal, Valuation and Buyout, Access to Company Records, Liability of Company Secretary
Source Language
Malay/English
Company Law Civil Procedure Oppression and Unfair Prejudice Minority Shareholder Rights Quasi Partnership Director Removal Valuation and Buyout Access to Company Records +1 more

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Parties

Tan Lae Peng

Plaintiff

Khoo Thean San

1st Defendant

Chua Li Wah

2nd Defendant

Salt Marketing Sdn Bhd

3rd Defendant

Procedural Posture

Originating Summons Under Companies Act 2016 (sections 245 and 346) / Judgment on Originating Summons

Legal Issues

  1. 1 Whether the plaintiff had a legitimate expectation to remain in management as a director
  2. 2 Whether the alleged conduct amounted to oppression, unfair prejudice or unfair discrimination under section 346 Companies Act 2016
  3. 3 Whether the company secretary can be subject to an oppression claim under section 346

Ratio Decidendi

The company is a quasi-partnership; the plaintiff had a legitimate expectation to remain in management while a shareholder; the 1st defendant's conduct in falsely claiming resignation, excluding her from management, issuing an EGM notice to remove her, denying access to records and making a false CBT accusation amounted to oppression under s346; the company secretary is a distinct officer and generally a third party but executed contested instructions and was implicated factually; equitable remedy of buyout by independent valuation was appropriate rather than winding up.

Court Disposition

Originating Summons allowed in part; relief granted under section 346 Companies Act 2016 including appointment of independent valuer, buyout order and ancillary reliefs

Orders

  • An independent valuer to be appointed by the Court to value the plaintiff's shares in the 3rd Defendant as at date of order; parties to file candidates by affidavit within 4 weeks and valuer to produce report within 3 months
  • Costs of appointment and preparation of the Valuation Report to be borne equally by the Plaintiff and the 1st Defendant personally