Malaysia Case Law: Decisions & Judgments

Topic

Breakdown of mutual trust and confidence

Legal area

Court

26 Jan 2026

PEMPETISYEN Savatery A/p Jayaraman ADVANCED FERTILIZER MANUFACTURER SDN BHD PENCELAH Teoh Ying Rin

Citation

WA-28NCC-1116-11/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-1116-11/2023 (Mahkamah Tinggi)

The petition was dismissed because the alleged breakdown in mutual trust and confidence arose from private/contentious probate disputes over the deceased shareholder's Will and not from any dishonesty, lack of probity or mismanagement in the company's affairs; consequently the petitioner failed to establish a just and equitable ground for winding up and, further, contributed to the alleged deadlock by refusing to discharge her statutory duties as a director.
27 Oct 2025

PEMPETISYEN JAMES JOSEPH DILLON 1. ) FORENSIC SERVICES (MALAYSIA) SDN BHD 2. ) Paul Leong Kong Wai

Citation

WA-28NCC-985-10/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-985-10/2023 (Mahkamah Tinggi)

Petition dismissed because petitioner failed to establish just and equitable grounds: no proven loss of substratum, inadequate evidence of mass resignations or deviation from company objects, petitioner voluntarily abstained from management and withheld signature on audited accounts thereby contributing to alleged deadlock, and the petition appeared tactical and liable to be an abuse of process; winding up is a last resort and not justified on the facts.
21 Mar 2022

TER THIAN TIN 1. ) TER CHIN HENG 2. ) CHIPTAR HOLDINGS SDN BHD

Citation

WA-24NCC-387-09/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-387-09/2021 (Mahkamah Tinggi)

The court found a complete and irretrievable breakdown of mutual trust and confidence among key shareholders/directors making winding up on just and equitable grounds appropriate; the originating summons for a Fortuna injunction was dismissed because the petition had been advertised/gazetted, there was no prima facie irreparable harm to preserve and the OS amounted to an abuse/back-door attempt; the company is to be wound up and Ralph Ravin Ratnaswany is appointed liquidator with specified costs orders.
21 Mar 2022

PEMPETISYEN TER CHIN HENG 1. ) CHIPTAR HOLDINGS SDN BHD 2. ) TER THIAN TIN 3. ) TER WEI HONG 4. ) LI YUHUA 5. ) The Personal Representative of The Estate of The Yu Chai @ Ter Swee Leong

Citation

WA-28NCC-445-07/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-445-07/2021 (Mahkamah Tinggi)

The OS for a Fortuna injunction was dismissed because the petition had been advertised/gazetted, there was no status quo to preserve, no prima facie irreparable harm was shown and the OS was an abuse aimed at changing board composition; however, on the Petition the court found a complete breakdown in mutual trust and confidence among shareholders/directors such that it was just and equitable to wind up the Company under s465(1)(h); accordingly the petition was allowed, R.R. Ratnaswany (Ralph Ravin Ratnaswany) was appointed liquidator and costs were awarded to the petitioner as set out in the…
21 Mar 2022

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 representing the 5th R

Citation

SAMAN PEMULA NO. WA-24NCC-387-09/202 (Mahkamah Tinggi)
Court

High Court
Case number

SAMAN PEMULA NO. WA-24NCC-387-09/202 (Mahkamah Tinggi)

The OS for a Fortuna injunction was dismissed because the petition had already been advertised/gazetted and no preservable status quo or irreparable harm was established, and the OS was an abuse aimed at altering board composition; conversely the petition for winding up succeeded on just and equitable grounds because there was a complete and irretrievable breakdown of trust and confidence among key shareholders and directors making continued co-existence impossible, therefore winding up and appointment of a liquidator was ordered with specified costs.
8 Feb 2022

PEMPETISYEN Brenda Chan Qing Wen for the Petitioner (Messrs Meng Wai & Associates) Alfred Vun Yun Fui for the 2nd Respondent (Messrs Davis & Low)

Citation

COMPANIES (WINDING-UP) NO. WA-28NCC-709-10/2021 (Mahkamah Tinggi)
Court

WINDING-UP
Case number

COMPANIES (WINDING-UP) NO. WA-28NCC-709-10/2021 (Mahkamah Tinggi)

The Company was a joint‑venture/quasi‑partnership with equal interests in a single property asset; there was incontrovertible evidence of a breakdown in mutual trust and confidence between the two equal shareholders such that they could not continue to act together for the commercial benefit of the joint venture. Applying s.465(1)(h) and relevant authorities, the court ordered winding up and appointed a qualified liquidator, with remuneration per the winding‑up rules and costs charged to the Company's assets.
24 Sept 2019

1. CHONG KOK MING (NRIC NO: 710911-06-5435) 2. TAN TAT WEI VICTOR (SINGAPORE PASSPORT NO: E4758551N) CJ STAINLESS STEEL SDN BHD. (COMPANY NO: 660254-W)

Citation

JA-28NCC-102-06/2018 (Mahkamah Tinggi)
Court

High Court
Case number

JA-28NCC-102-06/2018 (Mahkamah Tinggi)

The Court found the shareholders operated on a partnership-like understanding with mutual trust and confidence and that the relationship irretrievably broke down as evidenced by the Sept 2017 meeting, the Oct 2017 resolution to sell and cease operations, the exclusion of the Petitioners from management in Nov 2017, the allegations in Jan 2018 and the attempted removal; the Petitioners were credible whereas key Respondent witnesses were not; accordingly it was just and equitable under s465(1)(h) to wind up the company and to award costs.

Malaysia Case Law

PEMPETISYEN Savatery A/p Jayaraman ADVANCED FERTILIZER MANUFACTURER SDN BHD PENCELAH Teoh Ying Rin

PEMPETISYEN JAMES JOSEPH DILLON 1. ) FORENSIC SERVICES (MALAYSIA) SDN BHD 2. ) Paul Leong Kong Wai

TER THIAN TIN 1. ) TER CHIN HENG 2. ) CHIPTAR HOLDINGS SDN BHD

PEMPETISYEN TER CHIN HENG 1. ) CHIPTAR HOLDINGS SDN BHD 2. ) TER THIAN TIN 3. ) TER WEI HONG 4. ) LI YUHUA 5. ) The Personal Representative of The Estate of The Yu Chai @ Ter Swee Leong

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 representing the 5th R

PEMPETISYEN Brenda Chan Qing Wen for the Petitioner (Messrs Meng Wai & Associates) Alfred Vun Yun Fui for the 2nd Respondent (Messrs Davis & Low)

1. CHONG KOK MING (NRIC NO: 710911-06-5435) 2. TAN TAT WEI VICTOR (SINGAPORE PASSPORT NO: E4758551N) CJ STAINLESS STEEL SDN BHD. (COMPANY NO: 660254-W)