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2022 MarsdenLR 2582
HIGH COURT MALAYA KUALA LUMPUR
ABLE OILS & FATS SDN BHD – Appellant
Versus
TAN SEE MENG & ORS (NO 2) – Respondent
[Suit No: WA-22NCC-246-06/2022]
The court affirmed its authority to issue further orders for implementation of interim injunctions, emphasizing the necessity to restore the management status quo as intended by earlier agreements.
Headnote:(A) Court's jurisdiction to grant further orders – Court is empowered to issue consequential, further or ancillary orders to implement the judgment or order of the Court. Cited case law supports this notion. (Para 8)
(B) Interim Injunction Order – Order aimed to restore status quo prior to conflict, preventing interference by the Defendants in management roles established in earlier agreements. (Paras 1, 2, 4, 13)
(C) Key interpretation – The Defendants misinterpret the Interim Injunction Order, leading to obstruction of the Plaintiff's Management Team. (Paras 14, 22, 26)
Facts of the case: The Plaintiff sought further orders to ensure their Management Team could manage the 4th Defendant effectively, amidst ongoing interference from the Defendants following an Interim Injunction Order given on 1 July 2022. (Paras 1-6)
Findings of Court: The Plaintiff's Management Team was denied access and operational privileges post-Injunction, necessitating Court intervention to restore their previous authority and control over the 4th Defendant's management. (Para 27)
Issues: Clarification of the scope of the Interim Injunction Order and the authority of the Plaintiff's Management Team over the 4th Defendant. (Paras 8, 11, 14)
Ratio Decidendi: The court ruled that the Interim Injunction Order had to be given effect without being undermined by the Defendants' misinterpretation, reasserting the Plaintiff's Management Team's original roles and responsibilities. (Paras 24, 30)
Result: The application was granted in favor of the Plaintiff, with orders issued to ensure proper management control returning to the Plaintiff's Management Team. (Para 32)
JUDGMENT
(Enclosure 41)
Introduction
[1] On 1 July 2022, this Court granted the Plaintiff an Interim Injunction Order ('Interim Injunction Order') on terms that the Defendants whether by their servants or agents or otherwise howsoever be restrained from:
(1) dealing with or otherwise disposing of the assets, stocks, inventories and the raw materials in the tank farm storage of the 4th Defendant (including crude palm oil, crude coconut oil, shortening and anhydrous milk fat) save and except for the purpose of fulfilling the contracts which have been entered into between the 4th Defendant and its customers on or before 25 May 2022, pending the disposal of this action;
(2) dealing with or otherwise disposing of the monies in the bank accounts of the 4th Defendant (including United Overseas Bank (Malaysia) Berhad Account No: 229-309070-1 and Public Bank Berhad Account No: 3121-2155-18) and the bank accounts of the 5th Defendant (including Malayan Banking Berhad Account No: 512642405943) save and except for the purpose of payments made in the ordinary course of business of the 4th and 5th Defendants and payments for the financings obtained by the 4th and/or 5th Defendant from financial institutions, pending the disposal of this action;
(3) removing or tempering with any of the books and financial records of the 4th Defendant and the 5th Defendant pending the disposal of this action;
(4) removing or causing to be removed from the management of the 4th Defendant, the Plaintiff's Management Team (including but not limited to Tan Chin Yang, Phuar Leong Thye and Low Shu Hui) appointed pursuant to cl 4 of the Call Option Agreement dated 5 March 2021 entered into between the 1st Defendant, 2nd Defendant and the Plaintiff in respect of the shares in the 4th Defendant, pending the disposal of this action;
(5) preventing the Plaintiff's representatives (including but not limited to Tan Chin Yang, Phuar Leong Thye and Low Shu Hui) from accessing the 4th Defendant's premises at Lot 2227, Jalan Kasawari, Batu 9, Kebun Baru, 42500 Telok Panglima Karang, Selangor; and
(6) causing or procuring for any change of signatories of the 4th Defendant's bank account(s) with United Overseas Bank (Malaysia) Berhad (including Account No: 229-309-070-1) or for the closing of the said account(s), pending the disposal of this action.
[2] The Interim Injunction Order, particularly paragraphs (4) and (5), was intended to return the parties to status quo, ie to the period since March 2021 when the Plaintiff's Management Team led the day-to-day management of the 4th Defendant and coordinated the administrative and business activities of the 4th Defendant without any interference from the 4th Defendant's board of directors prior to being ousted on 31 May 2022 (that is, from March 2021 to 31 May 2022, referred to as 'status quo period').
[3] Regrettably, there is a dispute between the Plaintiff and the Defendants on the interpretation of para 4 of the Interim Injunction Order which refers to cl 4 of the Call Option Agreement touching on the respective roles of the Plaintiff's Management Team and the 4th Defendant's Board of Directors vis-a-vis the management of the 4th Defendant.
[4] More specifically, para 4 of the Interim Injunction Order restrains the Defendants from 'removing or causing to be removed from the management of the 4th Defendant, the Plaintiff's Management Team (including but not limited to Tan Chin Yang, Phuar Leong Thye and Low Shu Hui) appointed pursuant to cl 4 of the Call Option Agreement dated 5 March 2021 entered into between the 1st Defendant, 2nd Defendant and the Plaintiff in respect of the shares in the 4th Defendant, pending the disposal of this action'.
[5] According to the Plaintiff, notwithstanding the clear terms of the Interim Injunction Order, the Plaintiff's Management Team is being frustrated and prevented from re-taking and maintaining control of the management of the 4th Defendant in order to continue the business operations b
