Beneficial ownership of shares is established upon full payment and execution of transfer documents, regardless of procedural registration objections.

JUDGMENT

Moses Susayan JC:

Introduction

[1] This judgment examines whether beneficial ownership of shares with full payment and documentary proof grants enforceable rights for share transfer despite procedural and registration objections. It also addresses whether the defendant's "no case to answer" submission meets the legal required.

Background Facts

[2] In 1993, the plaintiff purchased 10,000 shares in the defendant from Selvarajoo A/L Kalliannan ('the deceased") for RM10,000.00, and a Form 32A - Form of Transfer of Securities dated 12 June 1993 was executed by both parties. However, the transfer of the shares to the plaintiff was never completed. Consequently, on 21 August 2008, Selvarajoo appointed the plaintiff as an attorney for the 10,000 shares in Blue Valley.

[3] In 2013, following Selvarajoo's death, his spouse, Padma, obtained a grant of probate for his assets, including the disputed shares. The plaintiff then initiated legal action against Padma, resulting in a 2018 consent order from the Ipoh Sessions Court , allowing the transfer of the shares to the plaintiff. Despite executing the necessary transfer documents in 2019, the defendant's company secretary, acting on the board's instructions, refused to effect the transfer, citing previous consent orders from 1996 and 2013 that allegedly included these shares.

[4] The plaintiff's position is that the 10,000 shares from Selvarajoo were not part of the shares surrendered under those consent orders, as Selvarajoo was not a party to those proceedings. The refusal of the transfer by Blue Valley is contested as unreasonable and without basis. The plaintiff seeks from this Court to grant an order to enforce the share transfer as per the 2018 consent order. The consent order states:

"DENGAN PERSETUJUAN ADALAH DIPERINTAHKANbahawa Plaintif akan membayar wang berjumlah RM5,000.00 kepada Defendan dan Defendan sebagai Wakil bagi harta pusaka si mati akan menandatangani kesemua borang-borang Pindahan Saham Khusus Borang 32A dan memindahmilik Saham-Saham dalam Sijil No. 058 saham-saham dalam syarikat Blue Valley Berhad tersebut keatas nama Plaintif atau wakil-wakilnya dalam jangka masa 30 hari dari tarikh perintah ini."

The Plaintiff's Claim

[5] The plaintiff seeks the enforcement of his beneficial ownership and the transfer of these shares, based on a consent order and as such the plaintiff claims for the following orders:

a) The defendant is directed to transfer the said shares to the name of the plaintiff and/or his nominees.

b) The defendant is directed to instruct the defendant's company secretary to transfer the said shares to the name of the plaintiff and/or his nominees.

c) The plaintiff is declared as the legal holder of the said shares.

d) The defendant and/or its company secretary are to effect the transfer of the said shares as per Form 32A to the name of the plaintiff and/or his nominees.

The Defendant Submits No Case To Answer

[6] The defendant at the end of the plaintiff's case chooses not to call their witness and elects to submit no case to answer. This in principle means that the defendant believes they have a complete answer to the plaintiff's case, without having to call their own evidence and submit the case for the Court 's decision based on the plaintiff's evidence alone. The plaintiff has no objection to the election made by the defendant. I make this observation because the procedure ensures that the plaintiff is not deprived of the opportunity to strengthen their case by potentially eliciting favourable evidence from the defendant's witnesses.

No Case To Answer

[7] In Mohd Nor Afandi Mohamed Junus v. Rahman Shah Alang Ibrahim & Anor; [2008] 3 MLJ 81; [2008] 2 CLJ 369, His Lordship Justice Suriyadi JCA (as he then was) clearly laid out the principle of "no case to answer." This principle highlights the legal implications when a defendant submits a "no case to answer" at the close of the plaintiff's case. A submission of "no case to answer" allows a defendant to submit