Atan Mustaffa Yussof Ahmad J:

GROUNDS OF JUDGMENT

(Enclosures 99, 105 and 106)

INTRODUCTION

[1]Can a person who was never a party to a court order be held in contempt for aiding and abetting its breach? This question lies at the heart of the present proceedings, in which the Plaintiff seeks to commit Datuk Woo Thin Choy to prison and/or fine him for contempt of court.

[2]The Plaintiff obtained a Consent Order which prohibited any disposition of the properties of several defendant companies without the Plaintiffs prior approval or, failing that, the courts approval. One of those companies, Ibaimas Sdn Bhd, was subsequently wound up and a liquidator was appointed. The Liquidator thereafter entered into a Turnkey Construction Agreement with Kuala Ibai Property Sdn Bhd, a company wholly owned and controlled by Datuk Thin Choy, whereby lands of Ibaimas Sdn Bhd would be transferred as payment. Kuala Ibai Property Sdn Bhd subsequently entered into Sales and Purchase Agreements to transfer some of these lands to third parties.

[3]Before this court are three applications: the Plaintiffs committal application against Datuk Thin Choy, Datuk Thin Choys application to set aside the ex-parte leave order which permitted the committal proceedings to be commenced, and Datuk Thin Choys alternative application to stay the committal proceedings pending the disposal of related proceedings.

[4]The central issues which fall for determination are: whether the ex-parte leave order was properly obtained; whether a non-party to the Consent Order can be liable for contempt by aiding and abetting its breach; whether the Consent Order survived the winding up of Ibaimas Sdn Bhd; whether the transactions complained of constitute a completed disposition in breach of the Consent Order; whether the committal application is premature given ongoing related proceedings; and whether alternative remedies are available such that committal proceedings ought not to be pursued. Having considered the materials before the court, submissions of counsel and the authorities cited, these are my full grounds.

BACKGROUND FACTSParties

[5]The Plaintiff is Dato Chang Jong Yu.

[6]The Defendants are Dato Seri Yong Tu Sang, Yong Hin Siong, Yong Emmy, Kuala Ibai Development Sdn Bhd (KID), Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas Sdn Bhd and Ibai Golf & Country Club Bhd.

[7]The Proposed Contemnor is Datuk Thin Choy (the Proposed Contemnor), who is the sole shareholder and director of Kuala Ibai Property Sdn Bhd (KIP).

The Originating Summons

[8]On 10.2.2020, the Plaintiff filed Originating Summons No. WA-24NCC-65-02/2020 in the High Court of Malaya at Kuala Lumpur (Commercial Division). The originating summons concerned resolutions passed at a general meeting of KID held on 3.1.2020 and matters relating to several companies including Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas Sdn Bhd (Ibaimas), and Ibai Golf & Country Club Bhd.

The Consent Order

[9]On 14.7.2020, the High Court granted a Consent Order before Judicial Commissioner Anand Ponnudurai (as he then was) (the Consent Order). The Consent Order provided that no disposition of the property of the 4th Defendant, 5th Defendant, 6th Defendant, 7th Defendant, and/or 8th Defendant (being IKD, Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas, and Ibai Golf & Country Club Bhd respectively) may be made by any of the Defendants whether acting on their own and/or through their officers, servants, employees, agents, nominees, or any of them or otherwise howsoever unless such disposition is made with either (a) the prior approval of the Plaintiff as a substantial shareholder of the 4th Defendant; or (b) if the Plaintiff withholds his consent, the prior approval of the court under section 472Companies Act 2016

[10]The Consent Order was indorsed with a notice in accordance with Order 45 rule 7(4) of the Rules of Court 2012 (ROC) warning the Defendants that if they disobeyed the order, they would be liable to the process of execution for the purpose