Hj Mohd Jemuri Serjan CJ (Borneo):

[1] This is an interlocutory appeal by a group of minority shareholders following the dissolution of an ex parte interlocutory injunction granted on 2 April 1993 by the High Court, Penang by the same Judge who granted the ex parte interlocutory judgment. On the application by the defendants to set it aside ex facie this case would belong to the normal run of interlocutory injunction cases but for the unorthodox procedure adopted by the defendants and approved by the learned Judge in obtaining the dissolution of the interlocutory injunction. The affidavits filed by both parties in the interlocutory proceedings raise the spectre of difficult points of law and facts. It is to be noted that at this stage of the proceedings the defendants have not as yet filed their defence. It is also to be noted that only Sey Hoe Sdn Bhd, the first defendant, and not its directors, other than Lim Cheng Teek @ Lim Chin Teik who is also the managing director of the company, are cited as defendants. It is necessary to recount the facts of the case as they appear from the statement of claim and the affidavits of the plaintiffs.

Facts Of The Case

[2] The plaintiffs (the appellants in this appeal) are the shareholders holding about 43.75% in Sey Hoe Sdn Bhd, the first defendant, (hereinafter referred to as "the company"). Lim Cheng Teek, the second defendant, is the managing director of the company, holding approximately 25.6% shares in the company. At a board of directors' meeting of the company held on 5 March 1992, it was resolved that Lim Cheng Teek be authorised to act as representative of the company at all meetings of the MGR Timber Marketing Sdn Bhd which later on was known as MGR Corporation Sdn Bhd (MGR) in which the company originally had 682,500 shares. On 29 July 1992 the board of directors of the company held another meeting which was attended by all the directors of the company, namely, Lim Tee Yong, Lim Tee Keng, Lim Chin Hean, and Lim Cheng Teek, and it was resolved that the secretary of the company do convene an extraordinary general meeting of the company for the purpose of considering the proposal to dispose of the company's shares in (1) MGR Corporation Sdn Bhd, (2) Maxall (Sabah) Sdn Bhd, (3) Perusahaan Kilang Papan Buildstrength Sdn Bhd, (4) Siegerim K-9 Co Sdn Bhd and (5) Dapu Raya Sdn Bhd to Ng Kay Kim and Choong Keong Kor (the third defendant). Consequently, on 23 August 1992 the extraordinary general meeting of the company was held and attended by all the shareholders, namely, Lim Cheng Teek, as a proxy to his own company, Lim Chin Teik Holdings Sdn Bhd, Lim Tee Keng as a proxy to Lim Tee Sin, Lim Tee Leong as a proxy to Lim Tee Tai, Lim Tee Keng, Lim Tee Leong, Lim Tee Chong, Lim Tee Yong, Lim Tee Khim and Lim Chin Hean as proxy to his own private company, Lim Chin Hean Holdings Sdn Bhd at which meeting the important resolution was arrived at that the company should dispose of its shares in the several companies referred to above. According to the minutes of the extraordinary general meeting the disposal of those shares was subject, inter alia, to the following terms:

(1) That the purchaser shall pay the sum of RM25,000 being forfeitable deposit upon signing of the relevant agreement; and

(2) That the purchaser shall pay the relevant redemption sum to redeem the company's land held under Grant No 4905, Lot 104, s 16, Town of Alor Setar, District of Kota Star, Kedah, and to secure the discharge of charge from the Hongkong & Shanghai Banking Corporation in Sabah within six calendar months from the date of the agreement; and

(3) That Lim Cheng Teek is authorised to execute the above relevant agreement.

[3] Accordingly, pursuant to the resolution of the extraordinary general meeting Lim Cheng Teek had the sale and purchase agreement, (the agreement), prepared by a firm of solicitors, Messrs Hoe & Ahmad Zaki, and on 1 September 1992 the agreement was signed by Choong Keong Kor as the purchaser