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HIGH COURT MALAYA KUALA LUMPUR
LEE BEE SUN – Appellant
Versus
SIEW SEOW KIM & ORS – Respondent
Key Points: - The court found no evidence of oppression under Section 346 of the Companies Act 2016. (!) (!) (!) - The plaintiff failed to prove the existence of a quasi-partnership or legitimate expectation to participate in management. (!) (!) (!) (!) - Alleged oppressive acts were either disputes or did not affect the plaintiff’s rights as a shareholder; Plaintiff’s claims dismissed with costs. (!) (!) (!) (!) - The court held the payments to third parties were commercial in nature and did not constitute oppression under s 346; potential derivative action under s 347 noted. (!) (!) (!) - Access to company premises and accounts were rights of directors, not of shareholders; Plaintiff’s rights as director—not shareholder—define the situation. (!) (!) (!) (!) - The plaintiff did not plead or prove a relationship of trust and confidence or a quasi-partnership basis for equitable relief under s 346. (!) (!) (!) (!) - The overall conclusion: the plaintiff’s minority oppression petition under s 346 is not made out; claim dismissed. (!) (!) (!)
(Originating Summons — Minority Oppression Claim)
A. Introduction
Summary Of The Plaintiff's Claim
[1] The Plaintiff claims that the actions of the First and Second Defendants have been oppressive or have unlawfully disregarded her interests as a shareholder of the Company. She argues that there has been a visible departure from the standards of fair dealing, and that the actions of the First and Second Defendants sufficiently violate these standards, constituting a breach of fair play. Therefore, she now seeks the remedies available to her under s 346 of the Companies Act 2016 .
B. Brief Facts
[2] The Third Defendant, Super Resources & Trading Sdn Bhd, was incorporated by Goh Wei Lim, Yip Kien Meng, Wong Chee Wai and Sok Kok Leong on 8 October 2003. At the material time, the directors of the Company were Goh Wei Lim, Wong Chee Wai and Soh Kok Leong. Goh Wei Lim is the Plaintiff's husband.
[3] Thereafter, the shares were transferred to third parties. The current shareholders in the Company are (i) the Plaintiff who holds 200,000 of the shares in the Third Defendant and (ii) the First Defendant who hold 300,000 of the shares in the Company. The directors
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