The court clarified that oppression under Section 181 of the Companies Act 1965 requires evidence of unfair treatment, and investor decisions made with shareholder consent do not amount to oppressive conduct.

[1] There are two appeals before us namely Civil Appeal No 02-32-2011(W) ("1st appeal") and Civil Appeal No 02-33-2011(W) ("2nd appeal"). Both appeals are against the decision of the Court of Appeal dated 18 January 2011 allowing the respondents' appeal and thus setting aside the decision of the High Court dated 13 April 2010. The High Court had allowed the appellants' petition under s 181 of the Companies Act 1965 ("CA") and had granted the appropriate relief thereunder to the appellants.

[2] The appellants in both appeals are Jet-Tech Materials Sdn Bhd ("Jet-Tech") and Chen Siew Man ("Chen"). The respondents in the 1st appeal are Yushiro Chemical Industry Co Ltd ("Yushiro"), Ota Aisaku ("Ota") and Sakurai Hiroki ("Sakurai"). In the 2nd appeal the respondents are Can Lai Ban ("Gan") and Firdaos bin Azhar ("Firdaos").

[3] Leave to appeal was granted by this Court on 5 May 2011 and the questions framed for our determination in these appeals are:

Question 1

Whether the interpretation given to the words "just and equitable" by the House of Lords in Ebrahimi v. Westbourne Galleries Ltd [1972] 2 All ER 492 and by the Privy Council in Tay Bok Choon v. Tahansan Sdn Bhd 1987 MarsdenLR 625 , 1987 MarsdenLR 743 in the winding up provision of the Companies Act 1965 ,viz s 218(1) with respect to a quasi partnership company apply to the interpretation of the oppression provision in the viz s 181.

Question 2

Whether the respondents acted in a manner oppressive to or disregard of or otherwise prejudicial to the interests of the appellants within the meaning of s 181(1).

Question 3

Whether a breach by a majority shareholder of a written shareholder agreement would amount to "oppressive conduct" or be "otherwise prejudicial" to a minority shareholder within the meaning of s 181(1)(a) or (b), thereby entitling a Court to grant relief pursuant to s 181(2).

Question 4

Whether the expressions "affairs of the company" under s 181(1)(a) or "some act of the company" under s 181(1)(b) should, to reflect Parliament's intention, be given the widest import, having regard to the infinite or unlimited circumstances under which companies carry on business and/or manage their affairs.

Question 5

Whether it is open to a majority shareholder who has no objection to the most extreme or drastic remedy provided in s 181(2), namely, an order that the company in question be wound up, being granted by the Court, to object to the Court granting a remedy of lesser gravity,viz, and order that the majority shareholder purchases the shares of a minority shareholder.

Background Facts

[4] Both appeals revolve around a dispute between the shareholders of a company known as Yushiro-Jet Chemicals Sdn Bhd ("the company"). The background facts leading to the dispute in this case are these.

[5] The company, formerly known as Jet Chemical Sdn Bhd, was incorporated by Chen on 27 December 1990. It started as a trading company to market in Malaysia a blended chemical cutting fluid used for lubrication and heat remover ("the product"). The product was manufactured by Yushiro in Japan and the company was its authorised distributor.

[6] The original shareholders of the company were Chen and his wife, one Soo Yoke Yew ("Soo"). Gan subsequently became a shareholder of the company and held 25% of the shares consequence upon which the holding of the respective shareholders was as follows:

[7] On 29 August 1996, the shareholders of the company entered into a shareholders agreement with Y