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JUDGMENT
[1] There are 5 applications before this court namely:
L.85 - The application by the applicants for an order of committal against all the respondents for 'contempt'.
L.94 - The application by the 2nd and 3rd respondent to set aside L.85;
L.108 - The application by the 4th respondent to set aside L.85;
L.125 - The application by the 1st and 2nd respondents for an order of committal against the applicants for contempt, and
L.134 - The application by the applicant to set aside L.125.
[2] As all the five applications are interrelated, I will deal with the application ie, L.85, L94 and L.108 together and another sets L.125 and L.134 together.
Background Facts
L.85. L.94 and L.108
[3] In brief, in these proceedings the respondents contended that the first transfer of the 161 shares from the 4th respondent to the 2nd respondent in 1996 was 'on a willing buyer and willing seller basis'. It is not disputed that the 2nd respondent had paid the sum of approximately RM500,000/- to the 4th respondent for the purchase of the shares. The applicants then commenced this action against the respondents and contended that the sale and transfer of the shares was void and was in breach of the articles of association as the transfer carried out without giving the required transfer notice. The action was dismissed by the High court.
[4] On appeal the court of Appeal ruled in favour of the applicants and ordered the rectification of the register of members. The respondents are fully aware of the judgment of the court of Appeal (See the full judgment in ; [2002] 2 CLJ 184; [2002] 2 MLJ 253).
[5] The court of Appeal in this Judgment ordered the register of members must be rectified by way of giving transfer notice to the members.
[6] Notwithstanding the Judgment and Order of the court of Appeal and having failed in their attempts to apply for leave to appeal to the Federal court and to review the Federal court's own decision, the respondent had proceeded to and executed a new transfer of the disputed 161 shares again from the 4th respondent to 2nd respondent on September 2002.
The applicants case.
[7] It is the applicants' case that the leave for committal proceedings was properly granted by this court as there is clear contempt by the respondents in this case.
[8] It is the applicants case that:
i) In executing the new transfer of shares, the respondents planned a scheme to undermine and frustrated the effect and enforceability of the Judgment and Order. The respondent had therefore, had by their conduct or action:
(a) scandalised and lowered the authority of this court, and
(b) interfered and obstructed the administration of justice as a whole.
ii) 2nd and 3rd respondent had by their conduct, have committed contempt of this court in disobeying the Order of the court of Appeal dated 26.7.01 read together with the written judgment of the court of Appeal dated 26.1.2002 (the order) in impeding, undermining, frustrating, obstructing or prejudicing the effect and enforcement of the order; and
iii) 4th and 5th respondent have aided and abetted in the contempt.
iv) The actions of the respondents here are in contempt of court. Hence, this court as correct in granting leave for committal proceedings in this case.
[9] For the same reason, the respondents' applications (L94 and L.108) to set aside the leave for contempt is devoid of merits and should be dismissed with costs.
The respondents case.
[10] In essence, the respondents' defences are as follows:
(a) That the order of the court of Appeal is not enforceable by contempt as it was not endorsed with a penal notice.
(b) That the respondents had complied with the Order and Judgment of the court of Appeal in rectifying the register of members and the re-transfer of the same 161 shares was done on the basis of 'love and affection'.
Findings
[11] What was needed be considered not so much of the respondents liberty to disposed of their assets but more towards its conduct in disposing off their assets in view of the deci
