A dissolved company lacks locus standi and legal capacity to maintain or pursue any legal action, necessitating dismissal of claims against it.

Eddie Yeo Soon Chye JC:

[Encl 78: Notice Of Application By The Defendants (Main Action) & Plaintiffs (Counterclaim) Under O 14A And/Or Order 18 Rule 19 (1)(a) & (b), O 33 Rules 2 & 5 And/Or Order 92 Rule 4 Of The Rules of Court 2012]

Background

[1] This is an application by the defendants in the Main Action and the plaintiffs in the counterclaim filed on 9 August 2025 (Encl 78) under O 14A and/or O 18 r 19(1)(a) & (b) and/or O 33 rr 2 & 5 and/or O 92 r 4 of the Rules of Court 2012 ( ROC 2012) for the following orders:

(a) To determine a question of law that is "Whether the Plaintiff (main action) has the necessary locus standi to continue and maintain this suit when the Plaintiff's name was struck off from the Company's Registers of Companies Commission of Malaysia?" without a full trial; (Question of Law)

(b) Further, if the answer to the above question is in the Negative and/or alternatively, the Amended Writ dated 28 December 2021 (Encl 44) and the Amended Statement of Claim dated 27 December 2021 (Encl 45) to be struck out against the defendants;

(c) Pending the disposal of this Application, all directions as to the filing of the witness statements on or before 12 August 2025 and the trial fixed from 2 September 2025 till 4 September 2025 be adjourned; and

(d) Costs of this action.

[2] The brief grounds of this application are reflected in the Affidavit in Support of Eileen Tan Ee Lin filed herein as follows:

(a) When the Defendants was in the midst of preparing the witness statements the defendants discovered from the Common Bundle of Documents (2) in respect of the Company's search dated 12 December 2023 that the plaintiff's status as "Dissolved" when the plaintiff's name was struck off from the Company's Registers of Companies Commission of Malaysia;

(b) A further search shows the records of the plaintiff's name was struck off by a gazette on 5 May 2023;

(c) Therefore, the Plaintiff is without locus standi to continue and maintain this action against the Defendants; and

(d) If the Plaintiff is without locus standi, the Writ and Statement of Claim filed by the Plaintiff to be struck out against the Defendants.

[3] The cause papers filed in pursuant to Encl 78 are as follows:

(a) Defendants' Affidavit in Support of Eileen Tan Ee Lin filed on 9 August 2025 (Encl 79);

(b) Plaintiff's Affidavit in Reply of Choy Mei Chee filed on 20 August 2025 (Encl 80);

(c) Defendants' Written Submissions (Encl 83) & Bundle of Authorities (Encl 84); and

(d) Plaintiff's Written Submissions (Encl 81) & Bundle of Authorities (Encl 82).

[4] The Court heard parties in respect of Encl 78 on 2 September 2025. The Court shall first deal with the Defendants' submission to disregard the Affidavit in Reply (Encl 80) pertaining to its late filing. The Court is mindful of O 1 ROC 2012 having regard to the overriding interest of justice and not only to the technical non-compliance. Hence, the Affidavit in Reply (in Encl 80) is to be allowed for the Court's deliberation of Encl 78.

Brief Facts Leading to This Application

[5] The Defendants, Eileen Tan Ee Lin and Beh Jeng Kooi (sued as partners in Dream Factory Entertainment) in this suit are also the plaintiffs in the counterclaim (Encl 53). The Plaintiff HR Music World Sdn Bhd in the main action is also the defendant in the counterclaim. This suit was rescheduled for trial from 2 September 2025 to 4 September 2025. The trial date of 1 September 2025 was vacated as this date was a replacement holiday for the National Day (31