The court upheld the validity of contracts executed by directors despite bankruptcy, emphasizing that claims of fraud must be substantiated with clear evidence, and actions were barred by limitation and laches.

Introduction

[1] There are three (3) related appeals before us which are as follows:

i. Civil Appeal No P-01(NCVC)(W)-39-01/2020 ("Appeal 39");

ii. Civil Appeal No P-01(NCVC(W))-134-01/2020 ("Appeal 134"); and

iii. Civil Appeal No P-01(NCVC)(W)-135-1/2020 ("Appeal 135").

Appeal 39 is the Appellant Kim Guan Choong Sdn Bhd's appeal against the decision of the High Court of Malaya, Penang in dismissing the Appellant's claim against the 1st Respondent, 2nd Respondent; 3rd Respondent, 4th Respondent, 5th Respondent, 6th Respondent, 7th Respondent, 9th Respondent, 8th Respondent, 10th Respondent, 11th Respondent, 12th Respondent, 13 th Respondent and 14th Respondent and awarding costs of RM60,000.00 each to be paid by the Appellant to the respective R1, R2, R3, R5, R6, R8, R13 and R14 herein.

Appeal 134 is the Appellant Kim Guan Choong Sdn Bhd's appeal against the decision of the High Court of Malaya, Penang in allowing Greentech Industries Sdn Bhd (10th Respondent)'s claim against the Appellant with costs.

Appeal 135 is the Appellant Kim Guan Choong Sdn Bhd's appeal against the decision of the High Court of Malaya, Penang in allowing Greentech Industries Sdn Bhd (10th Respondent)'s claim against the Appellant with a total costs of RM80,000.00.

Background Facts

[2] The Appellant (plaintiff) is a family-owned company incorporated by one, Ng Boon Kow, and after his demise on 31 May 1979, the following persons were the directors of the Appellant and remained as such until 30 May 1992:

(a) Madam Tan Soo Lang @ Tan Choon Lian;

(b) Ng Seah Hung ('R2');

(c) Ng Seah Hock ('R3');

(d) Ng Seah Kang;

(e) Ng Seah Kheng;

(f) Ng Seah Theam;

(g) Ng Seah Hai (PW1); and

(h) Oi Siah Cheng

[3] Meanwhile, the Respondents in this case, can be identified as follows:

[4] The subject matter in dispute, in this case, refers to the 2/3 portion of the land that belongs to the plaintiff which was transferred to R4 and subsequently transferred to R10. The title of the land has been changed several times as follows:

(a) The land was held under Temporary Title No H.S (D) 120, Mukim 14, Daerah Seberang Perai, Pulau Pinang. was registered on 30 June 1978 under the plaintiff's name ('HSD 120');

(b) HSD 120 subsequently became known as HS(D) 296 Mukim 14 Daerah Seberang Perai, Negeri Pulau Pinang, and the date of the issuance of this title is 11 June 1990 ('HSD 296');

(c) Thereafter, HSD 296 became known as Title No 1487 (Plot 7) s 3, Bandar Butterworth, Seberang Perai, Pulau Pinang, Mak Mandin Industrial Estate Mukim 14 Daerah Seberang Perai ('Lot 1487');

(d) Later, Lot 1487 was subdivided/partitioned and further issued unde