Mohd. Azmi SCJ:

Toh Seak Keng, the 1st respondent/petitioner was a director and shareholder of the 5th respondent company (Yew Lee Feedmill Sdn. Bhd.). Apart from 140,000 shares registered in his name, the present appellants, namely, his brother, wife and three sons separately owned a total of 250,000 shares in the company. A management dispute arose between Toh and the other three directors (2nd, 3rd and 4th respondents) resulting in his removal as managing director of the company. As a minority shareholder, he filed an Originating Petition No. C2 of 1982 in the Kuala Lumpur High Court under s. 181 of the Companies Act 1965, challenging his removal from office, and in the alternative praying for the purchase of his entire 140,000 shares of the company by the other directors at a price to be fixed.

On 3 October 1983, Toh was absent when his petition came up for hearing. But a consent order was apparently recorded at the behest of the Counsels of both sides by which it was ordered that two of the co-directors should purchase not only Toh's entire 140,000 shares but also the 250,000 shares registered in the names of the present five appellants at a price of RM1.90 per share.