1. ) TOPFLOW ENGINEERING SDN BHD 2. ) TEO GEE TECK 3. ) TEO GEE LIAN 1. ) DS CONSTRUCTION & DESIGN SDN BHD 2. ) DAVID KUAH TAH WEI 3. ) DK CONSTRUCTION & DESIGN 4. ) TAN TOH AN

1. ) TOPFLOW ENGINEERING SDN BHD 2. ) TEO GEE TECK 3. ) TEO GEE LIAN 1. ) DS CONSTRUCTION & DESIGN SDN BHD 2. ) DAVID KUAH TAH WEI 3. ) DK CONSTRUCTION & DESIGN 4. ) TAN TOH AN

The winding-up notice was invalid because the alleged debt was bona fide disputed and the demand appeared mala fide; plaintiffs proved entitlement to 40% (RM200,000) of the 1st Defendant's profit from the RHF Project under the Shareholders' Agreement; the 2nd Defendant breached fiduciary duties by diverting the...

Source-derived case information.

Citation
JA-22NCC-73-12/2019 (Mahkamah Tinggi)
Parties
Plaintiff: TOPFLOW ENGINEERING SDN BHD; Plaintiff: TEO GEE TECK; Plaintiff: TEO GEE LIAN; Defendant: DS CONSTRUCTION & DESIGN SDN BHD; Defendant: DAVID KUAH TAH WEI; Defendant: DK CONSTRUCTION & DESIGN; Defendant: TAN TOH AN
Court
High Court
Jurisdiction
Malaysia
Judgment Date
26 July 2023
Case Number
JA-22NCC-73-12/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Litigation Company/shareholder Dispute / Judgment (after Full Trial)
Outcome
Plaintiffs' claim allowed; Defendants' counterclaim dismissed
Legal Topics
Shareholders Agreement, Statutory Demand/winding Up Notice, Breach of Fiduciary Duty by Director, Company Secretary Duties and Negligence, Account of Profits, Misleading Conduct, Counterclaim
Company Law Contract Law Equity and Fiduciary Duties Insolvency Law Shareholders Agreement Statutory Demand/winding Up Notice Breach of Fiduciary Duty by Director Company Secretary Duties and Negligence +3 more

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Parties

TOPFLOW ENGINEERING SDN BHD

Plaintiff

TEO GEE TECK

Plaintiff

TEO GEE LIAN

Plaintiff

DS CONSTRUCTION & DESIGN SDN BHD

Defendant

DAVID KUAH TAH WEI

Defendant

DK CONSTRUCTION & DESIGN

Defendant

TAN TOH AN

Defendant

Procedural Posture

Civil Litigation Company/shareholder Dispute / Judgment (after Full Trial)

Legal Issues

  1. 1 Whether the statutory/winding-up notice under s.466(1)(a) was valid
  2. 2 Whether the Plaintiffs are entitled to retain RM200,000 being 40% profit share
  3. 3 Whether the 2nd Defendant breached fiduciary duties by diverting contract to his sole proprietorship

Ratio Decidendi

The winding-up notice was invalid because the alleged debt was bona fide disputed and the demand appeared mala fide; plaintiffs proved entitlement to 40% (RM200,000) of the 1st Defendant's profit from the RHF Project under the Shareholders' Agreement; the 2nd Defendant breached fiduciary duties by diverting the Cuipo Project to his sole proprietorship for secret profit; the 4th Defendant breached duties as company secretary by improperly delaying filings, and the defendants' counterclaim is dismissed.

Court Disposition

Plaintiffs' claim allowed; Defendants' counterclaim dismissed

Orders

  • The statutory/winding-up notice issued by the 1st Defendant declared invalid and of no effect
  • Declaration that the Plaintiffs are entitled to retain RM200,000.00 being 40% of the 1st Defendant's profit from the RHF Project pursuant to the Shareholders' Agreement