Kang Hwee Gee J:

The Petitions

The two petitions, D4-26-2-1998 and D5-26-3-1998 were consolidated.

They were based on similar complaints and were for similar relief under s. 181 of the Companies Act 1965.

The petition D4-2-1998 was directed to the directors of ICB-Griffin Manufacturing Sdn Bhd the 1st respondent; and the petition in D5-26-3-1998 to the directors of ICB-Griffin Marketing Sdn Bhd (the 1st respondent).

The directors of ICB-Griffin Manufacturing Sdn Bhd were also the directors of ICB-Griffin Marketing Sdn Bhd.

The complaints in the respective petition were in respect of the same acts of oppression by the common directors of the two related companies ICB-Griffin Manufacturing Sdn Bhd (the 1st respondent in D4-26-2-1998) and ICB-Griffin Marketing Sdn Bhd (1st respondent in D5-26-3-1998) which the petitioner claimed were committed against him at the behest of the directors of Instantgreen Corporation Bhd (the 2nd respondent) and ICB-Machineries Sdn Bhd (the 3rd respondent).

The earlier part of the proceedings was conducted before His Lordship Steve Shim J (as he then was before his elevation as Chief Justice East Malaysia), before whom the parties had agreed from the outset that all the deponents of the affidavits in these petitions be subject to cross-examination.

Originally the petitioner had sought a number of declarations of his right with such ancillary prayers that would have been quite regular in an action begun by writ but not in a petition under s. 181 of the Companies Act 1965. In the end however, they were distilled down to a petition for an order to compel the respondents to buy over his shares in the two companies pursuant to s. 181(2) of the Act.

The petitions against the 7th and 8th directors in both the petitions were withdrawn by the petitioner in the course of the proceedings and were accordingly struck out in the course of the proceedings.

About The Petitioner

The petitioner, Edmund Charles Liebenberg, an Australian national, is currently a registered shareholder of both the companies ICB-Griffin Manufacturing Sdn Bhd and ICB-Griffin Marketing Sdn Bhd, the 1st respondent in the respective petition.

ICB-Griffin Manufacturing and ICB-Griffin Marketing each has an authorized share capital of RM100,000 divided into 100,000 shares of RM1 each, of which 100 ordinary shares have been issued and credited as fully paid up.

The petitioner currently holds 49 ordinary shares in each of the two companies. The remaining 51 ordinary shares in each company are held by ICB-Griffin Machineries, a subsidiary of Instantgreen Corporation Berhad, a public company listed on the KLSE.

In The Beginning

The petitioner owned the technology relating to the design, configuration and manufacture of motorcycles which he produced at his Adelaide plant. The motorcycles were marketed in Australia and Japan.

Sometime in the middle of 1996 the 2nd respondent Instantgreen Corporation Bhd was desirous of acquiring from the petitioner the technology and the machineries used for the manufacture of the motorcycles at the Adelaide plant with a view of moving the entire production over to Malaysia.

It sent a delegation consisting of Leong Lean Pong (the 4th respondent), Yip Yee Foo (6th respondent) and Tam Eam Thong (the 10th respondent) over to Adelaide to negotiate with the petitioner.

Both the 4th and the 6th respondents were directors of Instantgreen Corporation Bhd.

The 10th respondent however was not on record as a director or shareholder in any of the companies but was by the contention of the petitioner a shadow director of Instantgreen Corporation Bhd.

The components used in the manufacture of the motorcycles including the engines were not proprietary as such but were sourced from other established original equipment manufacturers from which the petitioner was able to produce a line of Harley Davidson class motorcycles called the Griffin Legends.

The petitioner's assets were therefore to be found essentially in the techno