Malaysia Case Law: Decisions & Judgments

Topic

Directors' fiduciary duties

Legal area

Court

28 Aug 2025

CJ POLYMERS SDN BHD 1. ) LOK PEY LING 2. ) KERK JIUN HONG 3. ) WAKIL DIRI KEPADA TEE YOK LAN @ TAY ENG LUN, SI MATI

Citation

BA-22NCvC-527-12/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-527-12/2023 (Mahkamah Tinggi)

Payments made to the Defendants after the First Defendant's resignation and other payments procured by director Kerk were unlawful and in breach of fiduciary duties; recipients were unjustly enriched and liable to restitution; Limitation Act s29 did not postpone the limitation period for amounts paid before December 2017, therefore pre-December 2017 claims are statute-barred, resulting in partial recovery of specific sums; defendants' counterclaim dismissed.
8 Jul 2025

1. ) STRONGHOLD CYCLES SDN BHD 2. ) NG CHIK VOON 3. ) TAN SWEE HOE 4. ) CHENG TEN SIONG 5. ) KOAY KUAN KING 1. ) GOH KIAN SIN 2. ) JUAN CHOW WEE 3. ) DIDI RESOURCES SDN BHD 4. ) SOO TONG YAM & SONS REALTY SDN BHD 5. ) MESSRS. SHAW & CO 6. )

Citation

BA-22NCvC-75-02/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-75-02/2023 (Mahkamah Tinggi)

The court dismissed the discovery application because the plaintiffs failed to demonstrate that the requested documents were relevant and necessary for the fair disposal of the suit or for saving costs under Order 24 Rules 8 and 13; documents evidencing how distributorships were obtained or import/payment records for an account of profits were unnecessary at this stage and premature absent established liability.
25 Sept 2024

SUBRAMANIAM A/L MUNISAMY HEIWA SANGYO SDN BHD

Citation

BL-22NCvC-31-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BL-22NCvC-31-07/2023 (Mahkamah Tinggi)

The application was dismissed because SSM classified the complaint as confidential and refused release without plaintiff's consent; the defendant failed to show that the complaint was necessary to dispose fairly of the action or to save costs (discovery not necessary at this stage); and disclosure would amount to a fishing expedition prejudicial to the plaintiff. Accordingly, under the Rules of Court the order for discovery was refused and costs were awarded to the plaintiff and the third party.
11 Jul 2024

NIK NOR ADILA BINTI SABIAMAD 1. ) BINSABI SDN BHD 2. ) BSB GENERATION SDN BHD 3. ) HISA EMPIRE SDN BHD 4. ) NIK NOR AZIEMAH BINTI SABIAMAD 5. ) NIK MOHD HAIRI ISKANDAR BIN SABIAMAD 6. ) NIK NOR BAIZURA BINTI SABIAMAD 7. ) NIK NOR HAFEZAH BI

Citation

BA-24NCC-4-01/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-4-01/2023 (Mahkamah Tinggi)

The High Court found the applicant to be honest and credible, that there was prima facie evidence of excessive and mala fide conduct by some directors amounting to mismanagement; the statutory criteria for leave under ss 347-348 were satisfied (good faith and prima facie benefit to the company) and therefore leave to commence derivative proceedings was granted and an interlocutory injunction restraining respondents from withdrawing from specified company bank accounts was justified; the applicant was authorized to control and conduct the proceedings on behalf of the company and the company wa…
23 May 2024

Dato' Seri Timor Shah Rafiq Nautilus Tug & Towage Sdn. Bhd.

Citation

WA-24NCC-629-11/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-629-11/2023 (Mahkamah Tinggi)

Leave was granted because the plaintiff proved on balance that he acted in good faith (subjective honest belief supported by objective evidence) and there was a prima facie case that the majority directors breached fiduciary duties and that AMSB was unjustly enriched by unsubstantiated management fees; estoppel, delay, privilege, abuse and multiplicity objections failed on the facts; under s.350 the court may grant interim measures and it was appropriate to reduce the management fee to USD8,000/month pending trial.
30 Apr 2024

YAU ENTERPRISE SDN. BHD. 1. ) YAU SEE KENG 2. ) YAU LEONG SEN @ YOW LEONG FATT 3. ) ALPHA VET SDN. BHD.

Citation

BA-22NCvC-334-08/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-334-08/2022 (Mahkamah Tinggi)

Plaintiff failed to discharge its burden on the balance of probabilities: critical factual and documentary proof was absent (no distributorship agreements produced, no testimony from distributors/suppliers, insufficient evidence of misuse of confidential information), the expert loss valuation was unreliable and causation was unproven; consequently no breach of fiduciary duty or unlawful interference was established and diminution claims were barred or irrelevant under reflective loss principles, hence claim dismissed.
1 Apr 2024

SHOON WUI CHIN 1. ) CHAN KIEN WOH 2. ) SANJUNG CEKAP SDN. BHD.

Citation

BA-24NCC-5-01/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-5-01/2023 (Mahkamah Tinggi)

The court granted leave because the plaintiff satisfied the statutory prerequisites (30‑day notice), demonstrated an honest belief backed by documentary material giving rise to an arguable case of misappropriation and misconduct by the director, and showed that pursuing the claim is prima facie in the best interest of the company; the application was not frivolous nor tainted by collateral purpose.
30 Aug 2023

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Citation

WA-22NCVC-668-10/2016 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCVC-668-10/2016 (Mahkamah Tinggi)

On the balance of probabilities the court found sufficient and consistent evidence that Hanh and Phuong acted as the defendant's nominees and under his instruction making the defendant the principal liable for breaches of the Non-Exclusive Dealership Agreements; the defendant, as director of P2, breached fiduciary duties; plaintiffs proved failure to remit sales proceeds, withholding of financial records, disconnection of server and removal of representatives; plaintiffs discharged evidentiary burden and are entitled to the quantified sums, interest and costs; counterclaim dismissed for lack…
1 Mar 2023

CHIPTAR HOLDINGS SDN BHD 1. ) THC RICE (K.L.) SDN BHD 2. ) TER THIAN TIN 3. ) CHONG FONG HAR 4. ) CHANG NGI MOOI

Citation

WA-24NCC-530-11/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-530-11/2020 (Mahkamah Tinggi)

On an objective assessment the First Rights Issue was exercised for the improper purpose of diluting Chiptar rather than bona fide raising capital; the conduct amounted to oppression under s346 Companies Act 2016 and justified equitable relief including cancellation/rectification and a buyout mechanism requiring the 2nd–4th Defendants to purchase Chiptar's shares at fair value as at 8.6.2020 with independent valuation and ancillary orders to achieve a clean break.
3 Feb 2023

CEKAP ASIA SDN. BHD. 1. ) DATO SRI YAP SENG YEW 2. ) DATIN SRI GAN LI LI 3. ) HONG LEONG INVESTMENT BANK BERHAD

Citation

BA-22NCC-18-02/2021 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCC-18-02/2021 (Mahkamah Tinggi)

On the balance of probabilities the defendants failed to establish credible evidence that the plaintiff would be unable to pay costs or that ordering security was just; the application relied on unverified assumptions about the plaintiff's and its shareholder's finances and risked being oppressive; accordingly the interlocutory application for RM100,000 security for costs was dismissed with costs.