Only a liquidator can dispose of a company's property post-winding up; however, bona fide purchasers are protected under Section 223 of the Companies Act if they acted in good faith without notice of any defects.

[1] There are four appeals before this court. They are in respect of the four related appeals by the appellants against the order of the court of Appeal dated 2 July 2010 based on common issues. For the purpose of the argument of the said four appeals before us the parties have agreed to refer to the record of appeal filed under Civil Appeal No 02(f)-64-10-2011(W) and the decision in Appeal No 02(f)-64-10-2011(W) binds the parties in respect of the remaining three other appeals namely: Civil Appeal No 02(f)-65-10-2011(W), Civil Appeal No 02(f)-66-10-2011(W) and Civil Appeal No 02(f)-67-10-2011(W).

[2] Leave to appeal was granted by this court in respect of all four appeals on the following question:

"Whether a company in liquidation which has disposed of its land to a third party without the consent of the liquidator or order of court can be construed to still have a registered interest in that land which could defeat the registered interest of the third party who acquired the property in good faith for value and without notice."

Background Facts

[3] The background facts relating to these four appeals before us may be summarised as follows:

(1) The respondent company was wound up by an order of court dated 24 August 2000.

(2) Subsequent to the winding up of the respondent, the respondent claimed that the register of members, directors and company secretary were amended to have a new set of shareholders, directors and company secretary in place of the then existing shareholders, directors and company secretary. The respondent's registered office and place of business were likewise changed.

(3) All the above claims were alleged to have been made without the consent of the liquidator or leave of court and the then directors of the respondent were likewise unaware of the same.

(4) From 9 October 2003 till 29 January 2004 the appellants, Wong Wee Kheong and Ho Mei Ling (joint purchasers) and Kenneth Too Heng Khuen had separately transacted and bought their respective piece of land from the respondent to build their residential home thereon. The full purchase price for the said lands was paid to the respondent by the appellants, payments of which have been received and acknowledged.

(5) Throughout the said transaction and registration of ownership of the said lands from the respondent to the appellants, necessary searches were conducted. The searches revealed that:

(i) the said land was free from encumbrances, liens, charges, caveats and restriction in title;

(ii) there was no record of a winding up order being lodged against the respondent; and

(iii) the appellants were dealing with the proper company directors at the relevant times.

(6) As at 3 March 2004 the appellants were duly registered as the legal and beneficial owners of the said land.

Proceedings At The High court

[4] At the High court, the respondent had filed different suits in different courts in order to recover the respective piece of land which had been registered in the name of the appellants. The said suits are as follows:

(1) Suit No. D5-24-81-2006 ("the 1st suit") In this suit, the respondent filed an application against the Companies Commission of Malaysia and the purported "bogus" directors and shareholders of the company seeking for an order that the respondent