The court held that the actions of the 2nd Respondent constituted oppression and breached fiduciary duties, rendering the board meeting invalid and requiring the sale of shares to the Petitioner.

This is an application by the petitioner for relief under Sec. 181 (1 a) of the Companies Act . The petitioner and the 3rd Respondent are equal shareholders of the 5th Respondent. The Petitioner's case is that the 5th Respondent is a quasi-partnership between him and the 2nd Respondent and that the 2nd Respondent is exercising his powers as a director in a manner oppressive to the Petitioner, According to the Petitioner, prior to the formation of the 5th Respondent the Petitioner and the 2nd Respondent had reached an understanding that the Petitioner was to be responsible for the sale of the products to be marketed by the 5th Respondent whereas the 2nd Respondent was to be in charge of all accounting matters. One of the companies in the 2nd Respondent's stable of companies namely Lean Brothers Autopart Supply Sdn. Bhd (hereinafter referred to as Lean Brothers) was the principal supplier of goods to be marketed by the 5th Respondent. This makes sense since the Petitioner had received little education and his expertise was in sale and marketing only. The 2nd Respondent on the other hand, was wealthy in his own right as the 3rd Respondent another company in his stable of companies, has a turnover of some 24 times that of the 5th Respondent. Additionally, one of the 2nd Respondent's brothers namely Mr. Lian Eng Lim is a professional accountant. This understanding entitled the petitioner to an equal say and control over all other matters of the 5th Respondent. In recognition of the fact that the Petitioner was to play a more active role in the success of the 5th Respondent his monthly salary and allowances were twice that of the 2nd Respondent although they were to share in the profits equally. This arrangement was beneficial to the 2nd Respondent since he also benefitted through Lean Brothers from the sale of its goods to the 5th Respondent.

Whether the 5th Respondent is a quasi-partnership

In my judgment the contents of paragraphs 8 to 19 of Enc. 3 afford ample evidence that the intention behind the formation of the 5th Respondent was to enable the petitioner and the 2nd Respondent to distribute and sell the goods supplied by Lean Brothers as partners in the manner described by the Petitioner in these paragraphs. This is evident from their equal shareholding; they being mandatory signatories to the bank account of the 5th Respondent; their appointment as directors and their respective business background. The Petitioner a marketing man and the 2nd Respondent seeking a vehicle for the sale of the goods of Lean Brothers. This arrangement was clearly mutually beneficial. Besides, that this common understanding formed the basis for the operation of the 5th Respondent is admitted by the 2nd Respondent in paragraph 8 of Enc 11. The case of See Hua Realty Sdn Bhd v. See Hua News Holding Sdn Bhd and other [2007] MLJU 0505 was cited as an authority for the proposition that a quasi- partnership relationship cannot arise between an individual shareholder and a shareholder, which is a limited company. With respect I disagree. In my judgment that principle may apply when the original agreement / understanding is between an individual and the agents of a company. On the facts of this case, the understanding to operate the 5th Respondent as a quasi-partnership was between the petitioner and the 2nd Respondent in his personal capacity. As is apparent from paragraph 18 of Enc. 1, the 2nd Respondent caused the 3rd Respondent to be his nominee shareholder in the 5th Respondent. In my judgment the introduction of the 3rd Respondent as the nominee shareholder by the 2nd Respondent cannot alter the binding nature of the quasi-partnership relationship between the Petitioner and the 2nd Respondent and through him, the 3rd Respondent.

The Petitioner's complaints of oppression on the part of the 1st, 2nd and 4th Respondents in the conduct of the affairs of the 5th Respondent can be summarised to be as follows:

a) The 2nd Respondent claimi