Ravinthran Paramaguru JCA:

Introduction

[1] There are three appeals before us. All the appeals arise from a minority oppression action filed by Sim Chu Hu (Sim). The main issue in the High Court was whether his removal from the management of the company that he co-founded constituted oppression notwithstanding the fact that there was a pending claim by the company against him for breach of fiduciary duty. The second issue was whether the quasi partnership arrangement between Sim and his co-founder (Kerk Han Meng) terminated upon the admission of new shareholders. Sim was successful in the Court below.

[2] In Appeal 2146, CJ Polymers Sdn Bhd (CJ Polymer), the company that was co-founded by Sim, is the appellant. It was the fourth defendant in the High Court. An order was made for the company to return some moveable properties to Sim. The prayer for CJ Polymer to buy out Sim's shares was the alternative prayer in the oppression action. CJ Polymer was also ordered to buyout the shares of Sim by the High Court because prior to the hearing, it had made the buyout offer subject to set-off from losses suffered by it due to the alleged misconduct of Sim. The separate suit of CJ Polyme