Malaysia Case Law: Decisions & Judgments

Topic

Quasi-partnership

Legal area

Court

21 Apr 2026

ISM Sendirian Berhad 1. ) QUEENSWAY NOMINEES (ASING) SDN BHD 2. ) Mulpha Kluang Maritime Carriers Sdn Bhd 3. ) Queensway Nominees (Tempatan) Sdn Bhd 4. ) West-Jaya Sdn Bhd 5. ) Leisure Dotcom Sdn Bhd 6. ) MPHB Capital Berhad 7. ) Multi-Purp

Citation

02(f)-9-03/2025(W) (Mahkamah Persekutuan)
Court

f
Case number

02(f)-9-03/2025(W) (Mahkamah Persekutuan)

To sustain a claim under s181 CA1965 the conduct complained of must relate to the affairs of the company; breaches of a shareholders' agreement are private unless they implicate the company's affairs. On the facts no company affairs were established for the shell joint‑venture companies and the pleaded acts did not constitute oppression, therefore the appeals are dismissed.
21 Apr 2026

ISM Sendirian Berhad 1. ) QUEENSWAY NOMINEES (ASING) SDN BHD 2. ) Mulpha Kluang Maritime Carriers Sdn Bhd 3. ) Queensway Nominees (Tempatan) Sdn Bhd 4. ) West Jaya Sdn Bhd 5. ) MPHB Capital Berhad 6. ) Multi-Purpose Shipping Corporation Ber

Citation

02(f)-10-03/2025(W) (Mahkamah Persekutuan)
Court

f
Case number

02(f)-10-03/2025(W) (Mahkamah Persekutuan)

The Federal Court affirmed that s181 relief requires the impugned conduct to relate to the company's affairs; breaches of shareholders' agreements are not automatically actionable under s181 unless they affect company affairs; on the facts the joint‑venture entities had no company affairs to be oppressed and no quasi‑partnership existed, therefore the oppression claim failed; the appeal is confined to the two leave questions and additional grounds were excluded.
10 Apr 2026

PEMPETISYEN CHUN YOON KONG 1. ) JIN XUAN HOLDINGS SDN BHD 2. ) YAP MUN FONG 3. ) YAP VOON KUIN

Citation

WA-28NCC-433-04/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-433-04/2025 (Mahkamah Tinggi)

The petition to wind up was dismissed because the alleged SME loan arrangement did not demonstrate sufficient nexus or illegality as to the company's objects to justify winding up, the facts supported that JX Holdings operated as a quasi‑partnership but the petitioner had 'unclean hands' by disengaging from management, acting unilaterally in ways detrimental to the company, and delaying complaints; therefore equitable relief of winding up was inappropriate and procedural irregularities were curable under s.582 CA.
25 Feb 2026

PEMPETISYEN ANG JIMMY TJUN MIN 1. ) TJIANG GIOK MOY 2. ) ANG EILEEN 3. ) SRI SKUDAI SDN. BHD.

Citation

JA-28NCC-200-12/2024 (Mahkamah Tinggi)
Court

High Court
Case number

JA-28NCC-200-12/2024 (Mahkamah Tinggi)

Leave to cross‑examine was refused because the Petitioner failed to meet the heightened burden required in winding‑up proceedings: there was sufficient affidavit and contemporaneous documentary evidence to decide the petition, the proposed cross‑examination would likely only repeat affidavit averments and constitute a fishing expedition, and the late timing and absence of supporting documents undermined bona fides; accordingly the court exercised its discretion to dismiss the application and refuse leave.
24 Feb 2026

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.

Citation

WA-22NCC-102-02/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-102-02/2024 (Mahkamah Tinggi)

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.
30 Jan 2026

SOON LAI TIONG 1. ) LIM TIAN FEI 2. ) LENG KAK TIP 3. ) LENG AH LEE 4. ) A.K.K. HARDWARE SDN BHD

Citation

JA-24NCC-45-09/2025 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-45-09/2025 (Mahkamah Tinggi)

The company was a quasi-partnership by long-standing mutual trust, equal shareholding and participatory management; the majority directors engaged in a course of conduct (notice singling out plaintiff, conditioning access to records, operational takeover and engineered EGM stalemate) that cumulatively constituted targeted oppression of the plaintiff under s346 Companies Act 2016; continued co-management was impossible and winding up would be disproportionate because the company is viable; the appropriate remedy is a mandatory buy-out of the plaintiff's 82,500 shares at fair value determined b…
21 Jan 2026

Lau King Yew 1. ) Tan Yuh Pei 2. ) KOH KEAN MUM 3. ) ONETECH SOLUTIONS HOLDINGS BERHAD

Citation

WA-24NCC-289-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-289-05/2025 (Mahkamah Tinggi)

Plaintiff failed to establish an enforceable legitimate expectation or quasi-partnership that survived the 2019 restructuring and listing; his removal was carried out pursuant to the constitution and by vote of (sophisticated) shareholders; alleged mismanagement and enrichment claims amounted, if at all, to losses of the company (reflective loss) and not a distinct personal loss recoverable under s346; accordingly there was no oppressive conduct and the petition is dismissed with costs.
21 Jan 2026

Lau King Yew 1. ) Tan Yuh Pei 2. ) KOH KEAN MUM 3. ) ONETECH SOLUTIONS HOLDINGS BERHAD

Citation

WA-24NCC-289-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-289-05/2025 (Mahkamah Tinggi)

The plaintiff failed to prove a surviving understanding or quasi-partnership binding after the 2019 restructuring and LEAP listing; his removal was effected in accordance with the constitution and voted by sophisticated shareholders; the alleged losses are reflective of company loss and, if arising from breach of duty, must be pursued by a derivative action under s347; accordingly there was no unfairly prejudicial conduct under s346 and the petition is dismissed.
26 Dec 2025

1. ) LIM TITT HUAT 2. ) LIM WOOI BOO 1. ) TAN SAY KENG 2. ) TAN TENG TENG 3. ) OH TEIK GEE 4. ) RODA BERLIAN (M) SDN BHD

Citation

WA-24NCC-118-03/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-118-03/2024 (Mahkamah Tinggi)

The court held that Roda Berlian is a quasi‑partnership and the Plaintiffs had a legitimate expectation to participate in management; the removal of the Plaintiffs was not justified by the 1st Plaintiff's convictions which lacked sufficient nexus and were employed as a pretext to consolidate majority control; viewed cumulatively the exclusion and conduct amounted to oppression under s346 CA 2016 and warrant equitable relief including a compulsory valuation and buy‑out of the Plaintiffs' shares as at 21 April 2021.
19 Dec 2025

LAU JENN FENG 1. ) FOURSEASON FRONTIER SDN. BHD. 2. ) CHAN KONG HONG

Citation

WA-24NCC-263-05/2025 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-263-05/2025 (Mahkamah Tinggi)

The court found no Ebrahimi-type quasi-partnership or legitimate expectation that the Plaintiff would retain management rights after revocation of his alternate directorship; the Company lacked capacity/finance to complete Property 3 and the 2nd Defendant personally assumed the risk rather than divert a corporate opportunity that caused a distinct loss to the Plaintiff; operational disputes and the Plaintiff's own misconduct negated oppression claims. Therefore s346 relief was not made out and the Originating Summons was dismissed.