Trustees may retire if they provide reasonable cause, and notices under trustee appointment laws must contain direct statements of intent to appoint.

Suzana Muhamad Said JC

[1] The Plaintiff files an Originating Summons pursuant to s 12(5) and 12(6) of the Public Trust Corporation Act 1995 ( PTCA ) read together with s 51 and s 52 of the Specific Relied Act 1950 ( SRA ) seeking for the following orders:

1)To prohibit the Defendant and/or its servants and/or its agents and/or its employees and/or anyone acting under its control or direction from appointing Amanah Raya Berhad (ARB) and/or any other person as the new or additional trustee of 'The Lai Fook Kim Trust" (Trust) with a view that such new or additional trustee replace the Defendant as trustee of the Trust;

2)To prohibit the Defendant and/or its servants and/or its agents and/or its employees and/or anyone acting under its control from commencing any legal proceedings and/or from filing any applications in Court for an order that ARB and/or any other person be appointed as the new or additional trustee of the Trust with a view that such new or additional trustee replace the Defendant as trustee of the Trust.

[2] After hearing all parties, this Court dismissed the Plaintiff's claim with cost. The reasons are as deliberated.

Brief Facts

[3] The Trust was established on 14 November 1983 pursuant to a Trust Deed between one Madam Moo Nyuk Yin and the Defendant (Trust Deed).

[4] It is common ground that:

(a) the Defendant is the sole trustee of the Trust and has been its sole trustee since its inception;

(b) the Plaintiff is the appointor of the Trust;

(c) the Trust's assets comprise primarily of shares in various investment holding companies, which are the ultimate holding companies of subsidiary companies that hold land; and

(d) the surviving specified beneficiaries of the Trust are the Plaintiff alongside his siblings, Joe Lai Kiat Hiung, Ramona Lai Ai Fong (Ramona) and Cassandra Lai Lee Fong (Cassandra) (collectively as the Specified Beneficiaries).

[5] On or about 2016, the Defendant has informed the Plaintiff of its intention to exit the trustee services business for private and family trusts which is now a legacy business of the Defendant. In this regard, the Defendant no longer provides services for private trusts and requested the Plaintiff, to appoint a new trustee to substitute the Defendant.

[6] Thereafter, on 1 July 2021, the Plaintiff's solicitors, Messrs. Cheong Kee Fong & Co (Messrs. CKF), informed the Defendant that the Plaintiff was agreeable to take steps to appoint a new trustee and accordingly requested the Defendant to provide the particulars of various trust companies who could potentially take over on the Defendant's role as sole trustee of the Trust.

[7] Premised on the above, the Plaintiff sought to engage PB Trustee Services Berhad (PBTSB) as a potential new trustee of the Trust. However, the Plaintiff did not proceed with the proposed appointment because the Plaintiff was unable to accept the terms and conditions proposed by PBTSB.

[8] After series of correspondences, Messrs Skrine & Co acting on behalf of the Defendant, had issued a letter dated 4 August 2023 (August 2023 Letter), by giving notice that the Defendant would apply to the Court for directions, to appoint ARB as the new trustee of the Trust, and that all cost and expenses arising from the Defendant's exit as the trustee of the Trust will be borne by the Trust.

The Plaintiff's Contention

[9] The Plaintiff contended that the August 2023 Letter served as a notice of the proposed appointment of ARB under s 12(5) of the PTCA . Accordingly, the Plaintiff filed this OS to comply with the 21-day timeline, as imposed by s 12(6) of the .

[10] The Plaintiff also contended that the records from the Companies Commission of Malaysia (CCM) disclose that the Defendant's principal activities have remained unchanged and that it continues to operate and derive revenue from private trusts till to date.

[11] Thus, the Plaintiff submitted that the Defendant has not assigned any reasonable cause to justify its retirement from the Trust for any other person to