Mokhtar Sidin JCA:

We have unanimously allowed the appeal with costs and we now give our reasons for so doing.

This is an appeal against the decision of the learned High Court Judge, who by order dated 28 November 1994 wound up the 7th appellant company, River View Properties Sdn. Bhd. ('the company') upon the petition dated 11 August 1992 of the respondent, Lim Mong Sam, who was and is a shareholder and director of the company at all material times. The first four appellants are individual shareholders and directors of the company, while the 5th and 6th appellants are corporate shareholders of the company. The two principal issues for determination are:

(1) whether the company is a quasi-partnership company; and

(2) whether the petitioner was excluded from management of the company from May 1991. The learned Judge found both the issues in favour of the respondent and ordered the company be woundup under the just and equitable rule, and hence this appeal by the seven appellants.

To understand the case properly, it is necessary to relate briefly the history of the company from the undisputed facts as stated in paras. 1 to 13 of the petition. On 17 May 1980, the company