Ong Chee Kwan JC:

Introduction

[1] In an oppression action by minority shareholders, the court will need to determine the true or real complaint by the aggrieved party and whether the alleged wrongs are in fact wrongs done on the company for which the more appropriate remedy would be by way of a derivative action by the minority shareholders. There could be instances where the wrongs have features of both corporate wrongs and personal wrongs against the minority shareholders. Under what circumstances would the bringing of an oppression action in such an instance would not be an abuse of the court process? Further, can the court look at conduct post the oppression action including the manner the legal proceedings are being conducted to determine the likelihood of the oppressive action continuing in the future? These are issues explored in this judgment.

Salient Facts

[2] The plaintiff together with the 1st to 4th defendants are the Directors of the 5th to the 7th defendants above named.

[3] The 5th defendant ('PCSB') has an issued and paid-up capital of RM1,000,000.00 divided into 1,000,000 ordinary shares of RM1.00 each and the plaintiff ('DSI') and 1st defendant ('DRAO') are th