WONG WENG FOO & CO LONDON BISCUITS BERHAD (IN LIQUIDATION) PENCELAH 1. ) ALLIANCE BANK MALAYSIA BERHAD 2. ) UNITED OVERSEAS BANK (MALAYSIA) BERHAD 3. ) HSBC BANK MALAYSIA BERHAD PIHAK TERKILAN 1. ) Lim San Peen 2. ) GABRIEL TEO CHUN 3. ) VI

WONG WENG FOO & CO LONDON BISCUITS BERHAD (IN LIQUIDATION) PENCELAH 1. ) ALLIANCE BANK MALAYSIA BERHAD 2. ) UNITED OVERSEAS BANK (MALAYSIA) BERHAD 3. ) HSBC BANK MALAYSIA BERHAD PIHAK TERKILAN 1. ) Lim San Peen 2. ) GABRIEL TEO CHUN 3. ) VI

Enclosure 48 was incompetent and dismissed because Victor, as one of two court-appointed joint liquidators, lacked locus standi to act unilaterally; joint liquidators must act together; residuary powers post-winding up belong to the board and are not to be extended to enable a single co-liquidator to bypass the co-liquidator or proper procedural channels; consequently the stay prayed was refused.

Citation
W-02(A)-1992-10/2022 (Mahkamah Rayuan)
Parties
Appellant: WONG WENG FOO & CO; Respondent (in Liquidation): LONDON BISCUITS BERHAD (IN LIQUIDATION); Aggrieved Party (former Liquidator): LIM SAN PEEN; Joint Liquidator: GABRIEL TEO CHUN; Joint Liquidator: VICTOR SAW SENG KEE
Court
A
Jurisdiction
Malaysia
Judgment Date
24 July 2024
Case Number
W-02(A)-1992-10/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal Concerning Post Winding Up Matters (companies Act) / Court of Appeal Decision on Notice of Motion (enclosure 48) Judgment on Competency and Stay Application
Outcome
Enclosure 48 dismissed
Legal Topics
Joint Liquidators, Residuary Powers, Locus Standi, Stay of Execution, Appeal to Federal Court, Removal of Liquidator
Source Language
Malay/English
Company Law Insolvency/restructuring Civil Procedure Appellate Procedure Joint Liquidators Residuary Powers Locus Standi Stay of Execution +2 more

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Parties

WONG WENG FOO & CO

Appellant

LONDON BISCUITS BERHAD (IN LIQUIDATION)

Respondent (in Liquidation)

LIM SAN PEEN

Aggrieved Party (former Liquidator)

GABRIEL TEO CHUN

Joint Liquidator

VICTOR SAW SENG KEE

Joint Liquidator

Procedural Posture

Civil Appeal Concerning Post Winding Up Matters (companies Act) / Court of Appeal Decision on Notice of Motion (enclosure 48) Judgment on Competency and Stay Application

Legal Issues

  1. 1 Whether Victor had locus standi and competency to file Enclosure 48 unilaterally as a co-liquidator
  2. 2 Whether residuary powers post-winding up can be extended from the board of directors to a liquidator allowing unilateral action
  3. 3 Whether a stay of the Court of Appeal order should be granted in the terms sought by Victor

Ratio Decidendi

Enclosure 48 was incompetent and dismissed because Victor, as one of two court-appointed joint liquidators, lacked locus standi to act unilaterally; joint liquidators must act together; residuary powers post-winding up belong to the board and are not to be extended to enable a single co-liquidator to bypass the co-liquidator or proper procedural channels; consequently the stay prayed was refused.

Court Disposition

Enclosure 48 dismissed

Orders

  • Enclosure 48 dismissed with costs RM15,000.00
  • Costs of RM15,000.00 to be borne personally by Victor Saw Seng Kee and payable to the Appellant subject to allocator