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 was incorporated with a paid-up capital of RM2, with the first appellant Yai Yen Hon and his wife Wong Quai Yin (the 3rd appellant) as the first directors, holding one subscriber share of RM1 each. The authorized capital of the company is RM5,000,000 divided into 5,000,000 shares of RM1 each. The paid-up capital is now RM2,400,000. Among the objects of the company are the purchase of and dealing in movable and immovable property. Paragraph 6 of the petition reads as follows:

6. On or about March 1982, the shareholdings of the company were as follows:

Yai Yen Hon 100,999

Wong Quai Yin 1

Harta Kumpulan Sdn. Bhd. 154,000

Lim Mong Sam 39,000

Shaikh Mohd.

Tahir 12,000

Lim Hua Seng 48,000

Heng Lin Pong 48,000

Ang Leck Keng 48,000

Tan Chong Bok 150,000 ---------- 600,000 ----------

A bonus issue of three for one was declared in 1982. In 1983, there were ten shareholders, when Poi Tee Holdings Sdn. Bhd. became a new shareholder, and the shareholdings, according to para. 8 of the petition, were then as follows:

Yai Yen Hon 284,000

Wong Quai Yin 300,000

Harta Kumpulan Sdn. Bhd. 316,000

Lim Mong Sam (the respondent) 156,000

Tan Chong Bok 500,000

Lim Hua Seng 192,000

Heng Lin Pong 192,000

Ang Leck Keng 192,000

Poi Tee Holdings Sdn. Bhd. 220,000

Shaikh Mohd.

Tahir 48,000 ------------ Total shares 2,400,000 ------------

In 1984 following a circular resolution signed by a majority of the directors the respondent and the 2nd appellant Ng Kam Loon were appointed as the new directors of the company. As at 18 January 1985, the company had 13 shareholders of different shareholdings. Out of the 13 shareholders four of them are private limited companies. As at 20 May 1990, the 13 shareholders of different shareholdings remained except that the shareholdings percentage had differed. The appellants did not dispute paras. 12 and 13 of the petition which read as follows:

12. The shareholders in the Company are essentially controlled as follows:

Yai Yen Hon 38.78%

Ng Kam Loon 12.99%

Shaikh Said Shaikh Mohd 3.67%

Poi Tee Holdings Sdn. Bhd. 9.17%

Lim Mong Sam (Your Petitioner) 35.39%

13. The present directors of the Company are as follows:

(a) Yai Yen Hon: the Managing Director (YYH)

(b) Sheikh Mohd.

Tahir

(c) Wong Quai Yin

(d) Ng Kam Loon (NKL)

(e) Your Petitioner (Lim Mong Sam)

The above members have always been the Directors of the Company since 1984.

It was contended by the respondent that there exists a quasi-partnership. However, the appellants disputed the question of quasi-partnership and the allegations in para. 14 of the respondent's petition in which he claimed quasipartnership with two of the shareholders, i.e. Yai and Ng. We reproduce para. 14 below:

14. After 1984 the Company is thus essentially owned by Yai Yen Hon, Ng Kam Loo