Malaysia Case Law: Decisions & Judgments

Topic

Winding up (just and equitable)

Legal area

Court

23 Apr 2024

1. ) YEW SOW CHEE 2. ) ANDRE SOON WI LI 1. ) ABD SAMAD BIN AHMAD 2. ) ABD MANAF BIN MAJID 3. ) MASERI BIN BASIRAH 4. ) SELASIAH BNITI ABDUL RAHMAN 5. ) ART BEST VENTURES SDN BHD

Citation

PA-24NCC-28-11/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCC-28-11/2020 (Mahkamah Tinggi)

On the evidence in affidavits and contemporaneous documents the court concluded the Form 32A transfers and attendant conduct established a remedial constructive (bare) trust over the 27 shares in favour of P2, warranted rectification and registration under ss103/107 and compliance orders under s585/ss57-58 CA2016; found majority conduct amounted to oppression under s346 CA2016 (exclusion from management and no reasonable buy-out), and exercised discretion to order a court‑supervised buy‑out with independent valuation, to cancel the impugned company secretary change, award nominal damages and…
21 Mar 2022

James Ee Kah Fuk, and Marcus Chong Chao Shern for the 2nd Respondent in the Petition and the Plaintiff in the Originating Summons [Messrs K.F Ee & Co.] 1. ) Derrick Chan Choon Keong and Brandon Toh Xianming for the 2nd Defendant in the Peti

Citation

SAMAN PEMULA NO. WA-24NCC-387-09/2021 (Mahkamah Tinggi)
Court

High Court
Case number

SAMAN PEMULA NO. WA-24NCC-387-09/2021 (Mahkamah Tinggi)

The originating summons for a Fortuna injunction was dismissed as an abuse of process and not supported by prima facie irreparable harm; concurrently, the winding-up petition was allowed on just and equitable grounds because the parties had suffered a complete breakdown of mutual trust and confidence rendering the company unable to continue as a going concern; the court appointed a liquidator and made specific costs orders.
21 Mar 2022

PEMPETISYEN David Thomas Matthews, Tina Ann Francis and Jason Tan Jen Hua for the Petitioner in the Petition and the 1st Defendant in the Originating Summons and mentioning on behalf of Amanah Raya Berhad as personal presentative representi

Citation

COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-445-07/2021 (Mahkamah Tinggi)
Court

WINDING-UP
Case number

COMPANIES (WINDING-UP) PETITION NO. WA-28NCC-445-07/2021 (Mahkamah Tinggi)

The OS seeking a Fortuna injunction was dismissed because no prima facie irreparable harm or abuse sufficient to restrain the already-published petition was established and alternative proceedings did not displace the proper remedy; the petition to wind up Chiptar Holdings Sdn Bhd was granted on just and equitable grounds due to an established, irretrievable breakdown of mutual trust and confidence among principal shareholders/directors, rendering the company incapable of being managed as a going concern; a liquidator (Ralph Ravin Ratnaswany) was appointed and specified costs orders were made.
27 Apr 2021

TAI MAY CHEAN (NRIC NO.: 531113-10-5670) 1. UNITED EASTERN RESOURCES SDN BHD (COMPANY NO.: 416181-T) 2. NG PIK LIAN (NRIC NO.: 320718-05-5012)

Citation

W-02(NCC)(A)-1955-10/2019 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-1955-10/2019 (Mahkamah Rayuan)

The Court of Appeal held the appellant satisfied the subjective element of good faith (honest belief in a good cause of action with reasonable prospects) and the proposed derivative action was prima facie in the best interest of the company because the company paid the redemption sum, transfer documents were prepared but not executed, rentals were retained by the vendor, and imminent limitation and statutory/directorial duties justified allowing the action; pending mental health proceedings, winding up petition, delay and prior criminal charge did not, on the facts, defeat leave. Consequently…
29 May 2020

Shanxi Weixin Construction Engineering Co Ltd (Company No: 610000100395518) 1. Chang Tong Lee (NRIC No: 671101-08-6593) 2. Oceantrax Engineering Sdn Bhd (Company No: 541733-X)

Citation

PA-24NCC-17-07/2019 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCC-17-07/2019 (Mahkamah Tinggi)

Plaintiff failed to prove oppression or unfair prejudice under s 346: the payments were shown to be for legitimate part‑time work or subcontractors and wrongs alleged were primarily to the company (remediable by the company or by derivative action), there was no evidential diminution of shareholder value nor an irretrievable deadlock; accordingly the originating summons was dismissed with costs.
26 Dec 2019

Lau Jick Ing 1. Lim Heng Sean @ Eddie Lim 2. Cemerlang Utara Sdn Bhd

Citation

24NCC-632-11/2019 (Mahkamah Tinggi)
Court

High Court
Case number

24NCC-632-11/2019 (Mahkamah Tinggi)

The court found the first defendant's winding-up notice was an abuse of process and an afterthought issued for a collateral purpose to deprive the company of commissions from Sutera Matra; the proposed petition had no real prospect of success and would cause irreparable harm to the 2nd Defendant as a going concern, therefore a fortuna injunction was justified and granted.

Malaysia Case Law

1. ) YEW SOW CHEE 2. ) ANDRE SOON WI LI 1. ) ABD SAMAD BIN AHMAD 2. ) ABD MANAF BIN MAJID 3. ) MASERI BIN BASIRAH 4. ) SELASIAH BNITI ABDUL RAHMAN 5. ) ART BEST VENTURES SDN BHD

James Ee Kah Fuk, and Marcus Chong Chao Shern for the 2nd Respondent in the Petition and the Plaintiff in the Originating Summons [Messrs K.F Ee & Co.] 1. ) Derrick Chan Choon Keong and Brandon Toh Xianming for the 2nd Defendant in the Peti

PEMPETISYEN David Thomas Matthews, Tina Ann Francis and Jason Tan Jen Hua for the Petitioner in the Petition and the 1st Defendant in the Originating Summons and mentioning on behalf of Amanah Raya Berhad as personal presentative representi

TAI MAY CHEAN (NRIC NO.: 531113-10-5670) 1. UNITED EASTERN RESOURCES SDN BHD (COMPANY NO.: 416181-T) 2. NG PIK LIAN (NRIC NO.: 320718-05-5012)

Shanxi Weixin Construction Engineering Co Ltd (Company No: 610000100395518) 1. Chang Tong Lee (NRIC No: 671101-08-6593) 2. Oceantrax Engineering Sdn Bhd (Company No: 541733-X)

Lau Jick Ing 1. Lim Heng Sean @ Eddie Lim 2. Cemerlang Utara Sdn Bhd