A majority of directors' authorization is sufficient to validate the commencement of legal proceedings without requiring a formal board resolution.

[1] There are three appeals before this court namely:

(i) Civil Appeal No: 02(I)-21-03-2014(W) with Ulimas Sdn Bhd as the appellant (the 1st appellant) and Hi-Summit Construction Sdn Bhd as the respondent;

(ii) Civil Appeal No: 02(I)-22-03-2014(W) with Bright Focus Sdn Bhd as the appellant (the 2nd appellant) and Hi-Summit Construction Sdn Bhd as the respondent; and

(iii) Civil Appeal No: 02(I)-28-03-2014(W) with Konsortium Lapangan Terjaya Sdn Bhd as the appellant (the 3rd appellant) and Hi-Summit Construction Sdn Bhd as the respondent.

For convenience, in this judgment the three appellants will be collectively referred as "the appellants".

[2] Leave to appeal was granted by this court on 25 February 2014. The questions of law posed to us are as follows:

(i) Where unauthorised legal proceedings are not ratified or adopted by a principal sooner than striking out by a court of law, does the doctrine of ratification in Danish Mercantile Co Ltd & Ors v. Beaumont & Anor [1951] Ch 680 extends to include legal proceedings that have been struck out and no longer exists?

(ii) Where authority of a solicitor to use the name and engage a company in litigation is in doubt or is challenged, is a court of law bound to accept a warrant to act produced by the solicitor containing the signature of a Director as conclusive evidence of authority given by the company as a legal person without more?

(iii) Where the articles of a company provide that the business of the company shall be managed by the Directors who may exercise all powers of the company which are not required by the Companies Act 1965 or by the articles to be exercised by shareholders in general meeting, whether such an article in law vests the general powers in management in the Board of Directors as a collegiate body and not upon any individual Directors?

Brief Facts

[3] The pertinent facts are as follows. On 9 December 2003, the respondent filed a suit in the Kuala Lumpur High court (Civil Suit No: D3-22-1958-2003) against the appellants claiming, amongst others, 19% of shares or equity in the 3rd appellant, a joint venture company, who had a valuable highway concession worth RM1.7 billion (a Federal Government highway project known as 'Maju Expressway'), a dedicated highway linking Kuala Lumpur to Putrajaya and Cyberjaya. It is alleged that the appellants had unlawfully transferred the respondent's shares in the 3rd appellant to the 1st appellant.

[4] The writ was struck out by the High court on 12 April 2011.

[5] The circumstances leading to striking out of the writ may be summarised as follows: At the hearing in the High court on 12 April 2011, seven interlocutory applications were filed for hearing. However, prior to the hearing of the applications, the learned counsel for the appellants, orally and without prior notice, raised a preliminary objection. The appellants' preliminary objection was in regard to the lack of authority on the part of Messrs BH Lawrence & Co (Messrs Lawrence) to act on behalf of the respondent.

[6] It is pertinent to note that when the seven applications were called up, one Ms Lim Chew Yin (Ms Lim), without prior notice to the respondent or the respondent's solicitors, appeared before the court with her counsel, Mr David Mathews. Ms Lim was neither a party to the suit nor to any of the applications that were before the court. Her counsel, Mr David Mathews, with permission of the court, informed the court that his client is the beneficial owner of the majority shares in the respondent company and that she is not interested in pursuing the writ action. It is not disputed that Ms Lim was a beneficial owner of the majority shares of the respondent company.

[7] When challenged