Malaysia Case Law: Decisions & Judgments

Topic

Directors removal

Legal area

Court

25 Apr 2024

1. ) Goh Choon Kim 2. ) Ong Ah Poh 1. ) Natural Transforms Sdn Bhd 2. ) Chan Eng Leong

Citation

PA-24NCvC-956-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCvC-956-12/2020 (Mahkamah Tinggi)

Considering the SHAs together with the contemporaneous Share Sale Agreements, the parties' conduct, documentary evidence and unchanged issued capital, the court concluded the agreements effected sale and transfer of existing shares not subscriptions for new shares; plaintiffs' inconsistent earlier pleadings barred their new contention by judicial estoppel; therefore the declaration seeking to void SHA1 and SHA2 was dismissed and costs awarded to defendants.
25 Apr 2024

1. ) Goh Choon Kim 2. ) Ong Ah Poh 3. ) Goh Choon Seang 1. ) Natural Transforms Sdn Bhd 2. ) Chan Eng Leong 3. ) Chong Bee Choo

Citation

PA-24NCvC-957-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCvC-957-12/2020 (Mahkamah Tinggi)

Considering the matrix of fact, contemporaneous Share Sale Agreements (SSA1 and SSA2), the parties' conduct (payments, transfer forms, SSM registration, failure of plaintiffs to convene meetings), and prior inconsistent pleadings, the court held SHA1 and SHA2 documented sale and transfer of existing shares and were not conditional subscription agreements; therefore the plaintiffs' claim that the SHAs are void for want of consideration/performance fails and the Originating Summons is dismissed.
11 Jul 2023

LOOI TIM TECK 1. ) LEW CHEE CHIN 2. ) LEW WAI LIAM 3. ) LIM ENG HOI 4. ) LTL INDUSTRIES SDN BHD

Citation

WA-24NCC-157-03/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-157-03/2023 (Mahkamah Tinggi)

The plaintiff, a long‑serving director and 49% shareholder in a family‑run company, was validly found to have had a legitimate expectation of continued participation; his removal from management and bank signatory and the defendants' failure to provide a genuine buy‑out constituted oppressive conduct under s.346 CA. The proper remedy is a court‑ordered buy‑out: defendants must purchase all plaintiff shares at fair value as at 10.10.2022 determined by an independent auditor with costs borne by the first to third defendants, and defendants must pay plaintiff costs.
21 Feb 2023

ZAKRI AFANDI BIN ISMAIL 1. ) IKWAN HAFIZ BIN JAMALUDIN 2. ) NUR ANIS BINTI JAMALUDIN 3. ) IVORY INSIGHTS SDN. BHD. 4. ) Tengku Zahaimi Bin Tuan Hashim

Citation

WA-22NCC-23-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-23-01/2022 (Mahkamah Tinggi)

The injunctions were granted because the statements of claim disclosed bona fide serious issues to be tried on the validity of the share transfers and director removals, the balance of convenience favoured preserving the status quo to protect plaintiff's proprietary and commercial interests (irreparable harm), damages would be inadequate, and any delay was satisfactorily explained; the injunctions were limited to the Subject Shares to minimize prejudice to defendants.
21 Feb 2023

ZAKRI AFANDI BIN ISMAIL 1. ) IKWAN HAFIZ BIN JAMALUDIN 2. ) ALPINE MOTION SDN. BHD.

Citation

WA-22NCC-21-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-21-01/2022 (Mahkamah Tinggi)

The injunctions were granted because the pleaded facts disclosed a prima facie cause of action and bona fide serious issues to be tried regarding the validity of the share transfers and removal as director; the balance of convenience favored preserving the Subject Shares pending trial because irreparable harm to the plaintiff’s commercial interests (including his role and liabilities in NUR Power) outweighed the defendants' prejudice which could be compensated by costs; delay was explained and not inexcusable; therefore interlocutory injunctions to restrain dealings with the Subject Shares we…
21 Feb 2023

ZAKRI AFANDI BIN ISMAIL 1. ) IKWAN HAFIZ BIN JAMALUDIN 2. ) NUR ANIS BINTI JAMALUDIN 3. ) IVORY INSIGHTS SDN. BHD. 4. ) Tengku Zahaimi Bin Tuan Hashim

Citation

WA-22NCC-23-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-23-01/2022 (Mahkamah Tinggi)

The court held the ownership of the subject shares was finally determined in the Aminah Suit and affirmed on appeal; the plaintiff was a privy to that litigation and elected not to intervene; therefore the present claims raise the same issues or issues that could have been raised earlier, disclose no reasonable cause of action, constitute an abuse of process and are scandalous, frivolous and vexatious — accordingly both suits are struck out with costs.
21 Feb 2023

ZAKRI AFANDI BIN ISMAIL 1. ) IKWAN HAFIZ BIN JAMALUDIN 2. ) ALPINE MOTION SDN. BHD.

Citation

WA-22NCC-21-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-21-01/2022 (Mahkamah Tinggi)

The court found the Aminah Suit finally adjudicated ownership of the subject shares and that the plaintiff, having an interest and being aware of that proceeding, was a privy who elected not to intervene; therefore res judicata and abuse of process barred the present claims which disclosed no reasonable cause of action—consequently the striking out applications were allowed and the suits were struck out with costs.
29 Dec 2021

1. ) Ismail Bin Othman 2. ) Zainab Binti Mansor 3. ) Mohamad Suffian Bin Ismail 4. ) Mohd Razip Bin Hamzah 5. ) Siti Haidah Binti Ariffin 1. ) Seacera Group Bhd 2. ) Seacera Properties Sdn Bhd 3. ) Duta Nilai Holdings Sdn Bhd 4. ) Duta Skyl

Citation

WA-22NCC-603-10/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-603-10/2019 (Mahkamah Tinggi)

Plaintiffs failed to prove the alleged oral Board Constitution Agreement; the SSA, containing an entire agreement clause and express resignation and variation provisions, governs parties' rights and precludes the oral agreement; removals and appointments complied with the SSA and Companies Act; vendors breached tax warranties in the SSA and are jointly and severally liable to indemnify purchaser for the assessed tax and penalties on a reimbursement basis.
6 Feb 2020

1. ZARIMAH BINTI ABDUL RAHIM (NO. K/P : 740611-07-5014) 2. MOHD ZAMZAIMI BIN ABDUL RAHIM (NO. K/P : 790329-07-5243) 1. ZARIFAH BINTI ABDUL RAHIM (NO. K/P : 720828-07-5244) 2. EET ENGINEERING SERVICES SDN BHD (NO.SYARIKAT : 534556-W)

Citation

BA-24NCC-100-07/2019 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-100-07/2019 (Mahkamah Tinggi)

Plaintiffs' complaints primarily concerned rights and privileges arising from their status as directors/employees rather than rights as shareholders; defendants credibly denied impropriety and the evidence did not show a visible departure into oppressive conduct or disregard of minority interests under s.346; majority shareholder was entitled to exercise control within the company’s constitutional powers; therefore no relief under s.346 was warranted and the originating summons is dismissed.
5 Feb 2020

1. PE LABELLERS & CFT ASIA PACIFICS SDN BHD (NO. SYARIKAT: 1124310-D) 2. MA SOON KWAN (NO. K/P: 740502-08-6195) 1. CFT S.P.A (NO. PENDAFTARAN SYARIKAT: 02279800342) 2. P.E. LABELLERS S.P.A (NO. PENDAFTARAN SYARIKAT: IT01312480203)

Citation

WA-22NCC-450-08/2019 (Encls.40 & 42) (Mahkamah Tinggi)
Court

Encls.40 & 42
Case number

WA-22NCC-450-08/2019 (Encls.40 & 42) (Mahkamah Tinggi)

Court held there were serious issues to be tried but the balance of convenience did not support the broad, imprecise injunctions sought (prayers 4-6) because alleged loss was primarily monetary and compensable by damages, injunctions risked harming third-party customers and were drafted too widely; however to preserve the status quo the court granted an injunction restraining defendants from removing the 2nd plaintiff as director and ordered costs in the cause; the oral request for an Erinford injunction was refused as damages were an adequate remedy and an appeal would not be nugatory.