1. ) TAN YOOK SUN 2. ) LOW CHEE MENG 1. ) TAN BOON HUAT 2. ) CHAU NGO MOY 3. ) TAN YEAN SAN 4. ) TAN MARY 5. ) TAN YEAN PENG 6. ) TAN BEE JUN 7. ) ALLIED FOAM INSULTATION SDN BHD 8. ) GOE HOLDINGS SDN BHD 9. ) CAPITAL ADVANTAGE SDN BHD 10.

Parties

Procedural Posture

Oppression Petition Under Companies Act 2016 S.346 (minority Shareholders) / Final Judgment (trial on Merits)

Legal Issues

1. 1 Whether the shares held by the Plaintiffs were held on a constructive or resulting trust for D1
2. 2 Whether D7 to D14 operated as quasi-partnerships giving rise to enforceable unwritten understandings or legitimate expectations
3. 3 Whether the acts complained of constitute oppression under section 346 Companies Act 2016

Ratio Decidendi

No constructive or resulting trust was proven over the Plaintiffs' shares; D7–D14 did not operate as quasi-partnerships with enforceable unwritten understandings entitling Plaintiffs to entrenched management rights; the acts complained of did not, on the evidence, constitute oppression under s.346 CA 2016 as they did not affect Plaintiffs' rights as members; the counterclaim for abuse of process failed for lack of proof of collateral dominant purpose and damage; accordingly both claim and counterclaim dismissed with costs.

Court Disposition

Claim dismissed; Counterclaim dismissed

Orders

• Claim dismissed with costs of RM100000.00
• Counterclaim dismissed with costs of RM50000.00