Hayatul Akmal Abdul Aziz J:

JUDGMENT

(ENCLOSURES 174, 195 AND 198)

PREFACE

[1]The 1st to 21st Plaintiffs (the Plaintiffs) are registered proprietors of parcels or individual units held under separate strata titles in Jaya One. The Plaintiffs claimed that they also represent 52 other registered proprietors of parcels held under separate strata titles (Jaya One parcel owners). Over the years, parties before this Court had been locked in legal conflict over issues affecting Jaya One concerning the determination and imposition of the rate of maintenance charges and sinking fund contributions from 2009 to date. It is alleged that all these years, the rate imposed is inequitable and not in conformity with the relevant legislation.

[2]Jaya One is a stratified mixed development, comprising serviced apartments, office towers, and retail units in Section 13, Petaling Jaya, Selangor. The mixed development was managed by Jaya One Joint Management Body (JMB), which was set up on 21.08.2009 at the 1st AGM of the JMB by the developer of Jaya One (D2: Tetap Tiara Sdn Bhd in this suit).

[3]The JMB, via its Joint Management Committee, managed Jaya One development for several years before setting up the Management Corporation (MC). The MC was established on 08.07.2015 with the opening of Jaya One strata register under section 17(3)Strata Titles Act 1985section 59(1)(f)Strata Management Act 2013

[4]The MC held its first AGM on 08.10.2016, and the current Management Committee of the MC are members elected at the 4th AGM of the MC on 20.09.2020. On 11.06.2021, the Plaintiffs took out this action against the defendants, inter-alia on alleged misconducts, breach of duty, manipulations of the MC, conflict of interest, related party transactions, imposition of discriminatory rates on the charges, and the sinking fund of Jaya One, under billings, not invoicing, involving sums allegedly in excess of RM20 million over the years. Efforts to determine these alleged issues internally had been futile, resulting in the suits being taken in the Courts.

[5]Consequently, the Plaintiffs pursued this derivative action in the name of and for the benefit of the 1^st Defendant (D1), the Management Corporation of Jaya One (MC), who is alleged to have failed, neglected, and/or refused to take any action or meaningful action against the principal wrongdoers, namely the 2^nd-11^th Defendants, regarding alleged wrongs committed against the Joint Management Board (JMB) and/or MC, under the chairmanship of Richard Yeoh Yong Woi (12^th Defendant), its Secretary Paul Kam Ming Yan (13^th Defendant), and Leong Kwai Kuen (14^th Defendant). The Plaintiffs have also taken action in their personal capacities against the 7^th, 12^th-14th, and 17^th-30^th Defendants, who as members of the JMB and MC (collectively the members of the JMB and MC) for alleged breach and/or failure to reasonably discharge their fiduciary duties including the exercise of due care and skill owed to the JMB and/or MC, to the Plaintiffs and Jaya One Parcel Owners.

[6]The Principal Defendants:

(a)The 1^st Defendant (D1) is Jaya One Management Corporation (MC), established under the Strata Titles Act, 1985 with its registered address at 89-P2, Block H, Jaya One, No. 72A Jalan Universiti, 46200 Petaling Jaya.

(b)The 2^nd defendant (D2) Tetap Tiara Sdn Bhd, a company incorporated under the Companies Act with a registered address at Suite 2302, 23rd Floor, Wisma Tun Sambathan, No. 2, Jalan Sultan Sulaiman Kuala Lumpur, 50000 Wilayah Persekutuan who was the developer of Jaya One.

(c)The 7^th Defendant (D7) is Wong Chee Kooi, who, according to the Plaintiffs, has a substantial indirect shareholding of 51% in D2 and was the 1 st Chairman of the JMB and the MC, and member of the JMB and MC from 21.08.2009 to 21.06.2019. The JMB was formed at its 1st AGM on 21.08.2009 to undertake the proper maintenance and management of Jaya One under the Building and Common Property (Maintenance and Management) Act 2007).

[7]While this suit is still pending, D