The existence of conflicting judicial findings can warrant a stay of a winding up order pending appeal where special circumstances are demonstrated.

[1] This is an application in encl 42, filed by two Contributories of the Respondent, seeking a stay of the execution of the winding up order granted against the Respondent, pending the hearing of the Contributories' appeal against the order to the Court of Appeal.

[2] At the conclusion of the hearing, I granted stay. This judgment contains the full reasons for my decision.

Key Background Facts

[3] This Court has granted a winding up order against the Respondent. It is not unknown that there are other proceedings in a different High Court (NCC2) involving largely the same parties which concerned subject matters which had also been raised in the winding up proceedings. That is the dispute between the Petitioner, the Contributories, the Respondent and the majority shareholders of the Respondent in Kuala Lumpur High Court vide Suit No WA-24NCC-84-03/2017 whereby the Contributories on 9 March 2017 had filed a minority oppression suit against the controlling shareholders of the Respondent with respect to the majority's attempts to dispose of the three (3) pieces of lands ("the Said Lands") being the sole assets of the Respondent, to the Petitioner ("the Oppression Action").

[4] The debt said to be due from the Respondent to the Petitioner was initially set out in a Consent Judgment, whereby a Settlement Agreement was subsequently allegedly entered into between the Petitioner and the Respondent.

[5] The High Court in NCC2, as part of the Oppression Action, granted an interlocutory injunction on 19 May 2017 against the transfer of the Said Lands to the Petitioner At the same time, the Petitioner moved to file the winding up proceedings against the Respondent on the basis of the debt under the Consent Judgement.

[6] The Contributories then filed their opposition to the winding up proceedings and sought a stay and/or strike-out of the Petition on the ground that the Consent Judgment had been superseded and compromised by the Settlement Agreement and thus there was no debt actionable under the winding up proceedings.

[7] Prior to the hearing of the winding up proceedings, the Petitioner was also joined as a party to the Oppression Action and the Contributories had at the same time on 19 May 2017 amended the prayers to the Originating Summons in that action to include a prayer for the cancellation of the Consent Judgment. As such, it is a crucial assertion of the applicants herein (being the Contributories) that at the time the Petition was heard, the issues concerning the Consent Judgment were already before the Oppression Action.

[8] On 31 July 2017, I allowed the winding up and dismissed the application by the Contributories for a stay and striking out, with costs. On 3 August 2017, the Contributories filed appeals against the said decisions to the Court of Appeal, which are now pending.

[9] The Contributories then instituted the instant stay application.

The Essence Of The Contentions Of Parties

[10] The Contributories primarily grounded their stay application on the issue of conflicting findings by different Courts.

[11] The basis of this contention is that the grounds of judgments of the High Court in NCC2 (hearing the Oppression Action) on the said interlocutory injunction and the dismissal of an application by the Petitioner to set aside its joinder thereat contain findings which are in conflict with certain of my determinations in the winding up proceedings.

[12] It should be added that like my two decisions to dismiss the stay