JUDGMENT

Lee Swee Seng JCA:

[1] The issues before this Court of Appeal arose in the context of a resolution held to be null and void by the High Court for lack of a quorum of shareholders, there being a need for at least 2 members to be present for the members' or shareholders' meeting. Unfortunately, in the 2 - member Company, the minority member chose to absent itself from the meeting as it has often been done thereafter. The majority member sought to overcome this impasse by transferring one share of its 83% equity in the Company to its related entity so that the quorum quagmire may be quickly addressed.

[2] The majority misjudged the issue as any transfer would need the consent of the minority where the minority has a pre-emptive right. In an action brought by the minority member to declare the transfer of the one share null and void for breach of a particular article of the Company on the pre-emptive right of the minority, the High Court agreed and so declared the transfer to be null and void and with that all resolutions sought to be passed with the presence of the new shareholder of the one share in the Company were also null and void.

[3] Needless to say the majority member was