Wong Kian Kheong JC:

JUDGMENT

A. Introduction

[1]This is a petition under s181 of the Companies Act 1965 (CA) based on, among others, 2 trust deeds. I have refrained from using the term “oppression” for a suit under s181 CA (Section 181 Action) as the scope of s181 CA is wider than “oppression” (which will be elaborated later in this judgment). The distinctive feature of this case is that the factual position averred by the petitioner (Petitioner) is diametrically opposed to that taken by the respondents (Respondents).

[2]The issues that arise for determination in this case are —

(a)whether findings of fact made by another High Court in an earlier suit (Conspiracy Suit) (the parties in the Conspiracy Suit include the parties in the Petition) after trial of the Conspiracy Suit, binds this court by reason of the second limb of res judicata doctrine (issue estoppel principle);

(b)whether the Petitioner has the locus standi to file a Section 181 Action;

(c)whether the 2 trust deeds in this case are invalid for being contrary to public policy on the ground of the Petitioner’s circumvention of an alleged condition of a license issued by Petronas to the licensee company requiring minimum Bumiputera shareholding in the licensee company;

(d)whether the Respondents can admit as evidence in this case —

(i)communications between the Petitioner and the Petitioner’s learned counsel, Mr Muralee Menon (MrMuralee);

(ii)communications between the Petitioner and Dato’ Stanley Isaacs (Dato’ Stanley), learned counsel for, among others, the Petitioner in the Conspiracy Suit;

(iii)negotiations between, among others, the third respondent (3rd Respondent) and Mr Muralee in Mr Muralee’s office on 6.9.2011; and

(iv)the report by a forensic information technology investigator, Encik Mohd. Shukri bin Othman (Encik Shukri) in respect of —

(1)information extracted by Encik Shukri (Extracted Information) from “BlackBerry Bold 9700” mobile phone (BlackBerry) and“Dell” laptop taken from the Petitioner (Laptop); and

(2)Encik Shukri’s analysis of the Extracted Information

(Encik Shukri’s Report);

(e)whether the Petitioner is able to prove on a balance of probabilities the existence of circumstances alleged in this case within the meaning of s181(1)(a) and/or (b) CA; and

(f)if the Petitioner is able to prove the existence of circumstances in s181(1)(a) and/or (b) CA—

iis the Petitioner barred by his conduct from seeking for relief under s181(2) CA?; and

iiif the Petitioner is not barred from applying for relief under s181(2) CA, what is the appropriate relief to be granted under s181(2) CA?

B. Parties

[3]The Petitioner is MrToralf Mueller, a German citizen who resides in Kuala Lumpur.

[4]The Respondents are as follows:

(a)the first respondent company (1st Respondent) is previously named as ALCIM Technology Sdn Bhd. The 1st Respondent presently holds 51% shares in the second respondent company (2nd Respondent). As such, the 1st Respondent is now the holding company of the 2nd Respondent;

(b)the 2nd Respondent is formerly known as MYCIS Sdn. Bhd.;

(c)the 3rd Respondent is now —

(i)a shareholder of the 1st Respondent; and

(ii)a director of both the 1st and 2nd Respondents. In this judgment, the 1st and 2nd Respondents will be referred to as the “Companies”; and

(d)the fourth respondent (4th Respondent) is presently a shareholder and director of the Companies.

C. Background

[5]The Petitioner has a Master’s degree in Mechanical Engineering. The Petitioner worked as a “global integrated engineering” manager in —

(a)ALSTOM Power Switzerland from 1994 until 2002; and

(b)ALSTOM Power Asia Pacific Sdn Bhd. (ALSTOM Asia Pacific) in Kuala Lumpur from 2002 to March 2004.

[6]During the Petitioner’s stint in ALSTOM Asia Pacific, the Petitioner was introduced to the 3rd Respondent who was then the Project Manager for Turnkey Power Projects in ALSTOM Asia Pacific. The 3rd Respondent is a registered professional engineer with a Master’s degree in Civil Engineering.

C1. Incorporation of 1st Respondent

[7]The Petitio