Lee Swee Seng, JC

Prologue

Businessmen and professionals enter into a myriad of agreements in their business and professional relationships, arrangements and dealings. Some appear innocuous on the surface, perhaps deliberately couched and clothed or so carefully crafted so as to cast an appearance of compliance and correctness with the law. Once there are differences leading to disputes, parties may contend that what appears conducive and convenient for the parties at the commencement of the contract is now contaminated with illegality and condemned for being null and void and unenforceable.

Such is the scenario that has come before the court for determination.

Parties

The Plaintiff is a firm practising as consulting engineers in Australia. The Defendant is a registered engineer and a Malaysian citizen. He is the duly registered shareholder of 65,000 shares in Norman Disney & Young Sdn Bhd (NDYSB). NDYSB is a company incorporated in Malaysia under the Companies Act 1965

NDYSB was incorporated on 17.11.1987 with a paid-up capital of RM2.00. The first directors and shareholders of the company for the purposes of the arrangement that the parties had entered into were Liew Yan Sin and Hugh D