Malaysia Case Law: Decisions & Judgments | LexChat

Topic

Share sale versus share subscription

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-950-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCvC-950-12/2020 (Mahkamah Tinggi)

On the balance of probabilities and having regard to the matrix of fact, contemporaneous Share Sale Agreements, parties' conduct and earlier pleadings, SHA1 and SHA2 were intended to record the rights and obligations arising from sale and transfer of existing shares (SSA1 and SSA2) and not a subscription for new shares; therefore the plaintiffs' claim that the SHAs are void for want of consideration/performance fails.
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.