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traded. The petitioner knew of this fact before entering into the JV Agreement. We are enlightening this fact because the 2 nd and 3 rd respondents alleged that the petitioner raised the issue of oppression and disregard of the interests of the minority shareholders in order to wrest control of the 1 st respondent. The learned judge had brushed aside this allegation as baseless. We are of the view that the allegations are not baseless. As can be seen from the Record itself on 17.4.2001, hardly three years after the JV was incorporated, the petitioner through its solicitors wrote to the 2 nd respondent the following letter: “The Managing Director Ngiu Kee Corporation (M) Bhd (Company No. 381317-H) Lot LG03.G04B2 & 1.03 Wisma Saberkas Jalan Tun Abang Haji Openg 93000 KUCHING Dear Sir/Madam Re Joint Venture Agreement Dated 10/07/98 Between Pan-Pacific Construction Holdings Sdn Bhd And Ngiu Kee Corporation (M) Bhd Notice of Termination We act for Pan-Pacific Construction Holdings Sdn Bhd in the matter at hand. We refer to the recent resignations of all of the former directors of your company namely, Mr. Tan Ah Ngew, Mr. Philip Tang Huat Hung and Mr. John Tang Kiong, and are instructed by our client to refer you to section 8.2:3 of the Joint Venture 52
Agreement dated 10 July 1998, which provides that a Termination Event is deemed to have occurred if there is any change in the control or ownership of a party without the prior written consent of the other party. In this respect, our client has also received a copy of the “letter from the HSBC Bank Malaysia Berhad dated 12 April 2001, suspending the banking facilities accorded to Pacific-Ngiu Kee Sdn with effect from 21 April 2001 until further notice, owing to “the recent change in management in both Pacific-Ngiu Kee Sdn Bhd and Corporate guarantor Ngiu Kee Corporation Bhd”. We are instructed by Pan-Pacific Construction Holdings Sdn Bhd to give you NOTICE that they wish to exercise their rights under section 8.3:1 of the said Joint Venture Agreement and you are hereby required to sell all of your shares in the Pacific- Ngiu Kee Sdn Bhd to our client subject to the terms provided in the said section 8.3:1.” The response to this letter is a letter from the Chief Executive Officer of the 2 nd respondent dated 19.4.2001: “Pan-Pacific Construction Holdings Sdn Bhd Lot 1-8-E8A & E8B, 8 th Floor, Centre Point Sabah, No. 1 Jalan Centre Point 88000 Kota Kinabalu, Sabah. Attn: Mr. Andrew Lo Re Joint Venture Agreement Dated 10/07/98 Between Pan-Pacific Construction Holdings Sdn Bhd And Ngiu Kee Corporation (M) Berhad We refer to your lawyer’s letter Ref No. CPS/0014/SUNYAP/HC and our meeting between our Ms. Kat Yong and Mr. Andrew Lo today. 53
Page 1 and 2: IN THE COURT OF APPEAL MALAYSIA (AP
Page 3 and 4: 4. The 2 nd Respondent’s group co
Page 5 and 6: Business of the Company. The chairm
Page 7 and 8: 14. The 1 st Respondent continued t
Page 9 and 10: problems or complaints with regard
Page 11 and 12: 34. This was and is a clear breach
Page 13 and 14: Contributions and any other contrib
Page 15 and 16: 3. costs of and occasioned by this
Page 17 and 18: 2.1:1 to set up and operate the Dep
Page 19 and 20: 9. In accordance with the terms of
Page 21 and 22: 16. Messrs Ernst and Young were app
Page 23 and 24: (b) regulate the conduct of the aff
Page 25 and 26: judge dismissed the application but
Page 27 and 28: directors exercised. These might be
Page 29 and 30: But if a case of “oppression” o
Page 31 and 32: In Kumagai Gumi Co Ltd v. Zenecon-K
Page 33 and 34: sufficient to constitute oppression
Page 35 and 36: emove the petitioner from the compa
Page 37 and 38: the starting point in any case unde
Page 39 and 40: Thus the personal relationship betw
Page 41 and 42: an oppressive manner. The learned a
Page 43 and 44: (ii) that the respondent company ha
Page 45 and 46: another company called Maestro Prod
Page 47 and 48: stores, for eg. Robert Tan, adverti
Page 49 and 50: the staff was also made use of to h
Page 51: ecognized the expertise of the 2 nd
Page 55 and 56: 1.1 Upon the signing of a sale of s
Page 57 and 58: The response to the last two letter
Page 59 and 60: Our client confirms that they will
Page 61 and 62: We have been instructed by our clie
Page 63 and 64: the change of shareholding in the 2
Page 65 and 66: In addition to the three issues rai
Page 67 and 68: follows: Further down the minutes i
Page 69 and 70: Ms Kat Yong also highlighted the fi
Page 71 and 72: y demonstrating its ability to pay
Page 73 and 74: agreement of the Joint-Venture (“
Page 75 and 76: until all avenues be exhausted befo
Page 77 and 78: security. For that reason, the bank
Page 79 and 80: The “Report on Verifications of S
Page 81 and 82: It is clear to us that the learned
Page 83 and 84: their staff in the central purchasi
Page 85 and 86: shareholder in the Company. The lea
Page 87 and 88: CONCLUSION As stated in the case of
Page 89: For the Appellants: Counsel: Lim Pi

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