JUDGMENT

Nihrumala Segara Mk Pillay JCA:

Majority

The respondent (defendant company) is a private registered company principally involved in civil engineering works and general building contracts. It was incorporated in 1979. The defendant company had three shareholders and directors, namely: i) the appellant, Cheu Kuok King (plaintiff), (ii) Datuk Mazelan Bugo and (iii) Chang Yi Ping. Initially, the said three shareholders and directors were jointly running (managing) the defendant company. However, Chang Yi Peng decided to migrate to Australia and the defendant company was then left to run with the plaintiff and Datuk Mazlan Bugo. In doing so, both of them had different opinions in certain matters. The plaintiff felt it was in the best interest of the defendant company that he should talk it over with Chang Yi Peng and Mazlan Bugo. It was then decided that only one director should have full power to run the defendant company. In the circumstances, the plaintiff chose to resign as a director and the three shareholders then entered into a discussion on 9/8/90 as to the distribution of the assets (and liabilities) of the defendant company upon the plaintiff's resignation as a director.