JUDGMENT

George Varughese JC:

Introduction

[1] The plaintiff's claims against the defendants in this suit are for, amongst others, an Order that the Registrar of Business rectify its record that on 30 May 2016, Sew Hup Leong withdrew from the Chop Hup Hoe partnership ("Partnership") and that the 1st defendant entered into the Partnership business.

[2] The alternative claim of the plaintiff is that there had been no change in the Partnership's composition from 7 November 1995 until the death of Sew Hup Leong on 26 May 2017.

[3] The plaintiff also prayed for the other reliefs, as follows:

(i) the 1st defendant accounts for all the profits made by Hup Hoe Foodstuff Enterprise;

(ii) the 1st defendant accounts for any benefit derived by her from any transaction concerning the Partnership or use of the Partnership's property, name or business connection; and

(iii) such other reliefs as prayed for in the Statement of Claim with the exception to prayer (iv) ie, on the issue of dissolution of the Partnership, which has been agreed to by the defendants, and prayer (v) which has been withdrawn by the plaintiff.

[4] After a full trial, judgment was granted in favour of the plaintiff on 22 June 2021.

[5] Dissatisfied with the said judgment, the defendants have appealed against the same.

The Plaintiff's Case

[6] The plaintiff and the late Sew Hup Leong are siblings and were equal partners in the Partnership business.

[7] Sometime in 2016, Sew Hup Leong was diagnosed with cancer and had expressed his wish to the plaintiff to withdraw from the Partnership and proposed that his wife, the 1st defendant, replace him as a partner in the Partnership, which the plaintiff agreed.

[8] Thereafter, the plaintiff who is illiterate in Bahasa Malaysia, signed the Suruhanjaya Syarikat Malaysia ("SSM") Form B ("SSM Form") that the 1st defendant filled up, believing that the forms were to facilitate the withdrawal of Sew Hup Leong from the Partnership and the admission of the 1st defendant into the Partnership.

[9] However, subsequent to the death Sew Hup Leong on 26 May 2017, the plaintiff discovered that, Sew Hup Leong did not withdraw from the Partnership as agreed, but instead remained as a partner with the addition of his wife, the 1st defendant as an additional partner in the Partnership.

[10] The 2nd defendant is a beneficiary of Sew Hup Leong's Will dated 27 July 2016 ("Will"), under which she inherited all of Sew Hup Leong's shares in the Partnership.

[11] Notwithstanding the dissolution of the Partnership, whether by reason of the death of Sew Hup Leong on 26 May 2017, or the expiration of the notice of dissolution dated 16 April 2018, the 1st defendant continued with the business of the Partnership.

The Defendants' Case

[12] The Partnership was registered as a family partnership on 2 February 1989 by its founder Sew Choo Hing who died on 19 January 2005.

[13] The plaintiff and Sew Hup Leong were made partners of the Partnership on 7 November 1995.

[14] Sew Hup Leong did not withdraw from the Partnership in 2016, but continued to be one of the partners of the Partnership until his demise on 26 May 2017 and the 1st defendant did not replace Sew Hup Leong as a partner in the Partnership.

[15] Instead, the 1st defendant was added, registered and became one of the partners of the Partnership on 30 May 2016.

[16] The 2nd defendant became one of the partners of the Partnership on 17 August 2017 through the Grant of Probate of Sew Hup Leong.

Findings

[17] Having considered the all the relevant cause papers, the bundles of documents, the evidence adduced by the parties and the submissions of the parties, both written and oral, together with the authorities cited, I am satisfied that on a balance of probabilities the plaintiff had proven his case.

What Was The Agreement Between Sew Hup Leong And The Plaintiff?

[18] Having heard the testimonies of the parties, I find that the evidence before this Court indicates that the plaintiff who is illiterate in Bahasa Malaysia signed the SSM Fo