Minority shareholders must prove a violation of fair dealing standards to establish oppression; directors have the right to exercise voting power based on best interests.

The Respondent really consists of two sets of families. The interest of one family is held by one Yap Kim Kee through his personal shareholding and his interest in the Petitioner. Yap Kim Kee and the Petitioner (the Yap family) hold 32.72 % of the paid up share capital of the Respondent. The interest of the other family is registered in the name of Wong Bin Chen and three of his sons. They are the registered shareholders of the remaining 67.82 % of the Respondent. The Respondent is the registered proprietor of all that piece of land amounting approximately to 113.46 acres held under Geran 40896, Lot 1996, Mukim Semenyih, Daerah Hulu Langat, Negeri Selangor (hereinafter referred to as the 'said land'). The said land represented the only significant asset of the Respondent. Although the Petitioner claims that the common intention of the Yap and Wong families was to continue to hold on to the said land due to its development potential, it is obvious from the totality of facts before the Court that the real interest of the two families was to get a buyer for the said land at the best price. I opine to this effect because as early as 2004, the directors of the Respondent had already evinced an interest to sell the said land (see Exh WJJ 2 of Enc. 4). However, the intention to sell had to be deferred till 2008 due to technical difficulties in having a said land registered in the name of the Respondent. The Wong family commenced negotiating for the sale of the said land from mid 2008 and received an offer from a public company known as Metro Kajang Holdings Berhad at the price of RM 300,000 per acre. This offer was received in December 2008. This offer was tabled before the board for approval at the board meeting held on 19th December 2008. The board did not accept the offer at the meeting of 19th December 2008 since the Yap family felt that the offer price was too low. The Yap family's dissent was contained in a letter dated 17th December 2008 (see Exh. B to Enc. 1). The Yap family expressed a willingness at the board meeting to consent to the offer if the said land was valued at a price lower than the price offered, by a valuer to be nominated by them (see paragraph 15 of Enc. 4). The Yap family in due course forwarded the particulars of this valuer (see Exh. WJJ 4 to Enc. 4). The valuer valued the said land at RM 179, 000 per acre. The Wong family who had been negotiating with Metro Kajang since 2008 expedited the negotiation to sell the said land at RM 300,000 per acre, once the valuation report dated 12th March 2009 became available. The Wong family, in my judgment, with justification, were anxious not to lose out on a good bargain.

A board meeting was convened on 25th April 2009 to consider and, if appropriate pass a resolution authorising the Respondent to proceed with the sale of said land to Metro Kajang. The board passed the resolution for the sale of the said land to Metro Kajang conditional on approval being obtained from the members at an EGM of the company. The representative of the Petitioner at the board objected to the proposed sale. The Wong family using their superior numbers on the board caused to be passed the resolution. The Extraordinary General Meeting (EGM) was held on 15th May 2009 to obtain shareholder approval. On 12th May 2009, the Yap family through Trans Loyal Development Sdn. Bhd. offered to purchase the said land at RM 300, 200 per acre. On 15th May 2009, the resolution to sell the said land to Metro Kajang was passed at the EGM with the representative of the Yap family objecting to the sale. The Yap family construe the Wong family's rejection of the RM 300,200 offer originating from Trans Loyal as amounting to an act of oppression of their rights as minority shareholders. Furthermore, as the additional RM 200 per acre will cause a financial loss to the Respondent, the Petitioner takes the position that the 2 directors who voted in favour of the resolution to sell the said land, to have ac