in the court of appeal malaysia (appellate jurisdiction)

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As can be seen from the above letter, though the petitioner agreed to sell their 30% shareholding, it imposed many conditions which is available under the JV Agreement to make it difficult for the 2 nd respondent to agree. Surprisingly, before the 2 nd respondent could respond to the above letter the solicitors for the petitioner dispatched another letter dated 17.5.2001 which reads: “Chief Executive Officer Ngiu Kee Corporation (M) Bhd (Company No. 381317-H) Lot LG03, G04B2 & 1.03 Wisma Seberkas Jalan Tun Abang Haji Openg 93000 KUCHING Dear Madam Re Joint Venture Agreement Dated 10/07/98 Between Pan-Pacific Construction Holdings Sdn Bhd And Ngiu Kee Corporation (M) Bhd We refer you to our letter of 11 May 2001 (ref CPS/001/SUNYAP/HC/2). Pan-Pacific Construction Holdings Sdn Bhd now instructs us to inform you that they intend to acquire your 70% store holdings in Pacific-Ngiu Kee Sdn Bhd as per the terms of our Notice of Termination of 17 April 2001. TAKE NOTICE therefore that the terms of our client’s offer to transfer their entire shareholdings in Pacfic-Ngiu Kee Sdn Bhd to you as set out in our without prejudice letter of 11 May 2001, is hereby withdrawn with immediate effect.” 56
The response to the last two letters was a letter dated 23.5.2001 from the solicitors for the 2 nd respondent which reads: “Messrs, Cheu, Adnan & Razi Suite 1-6-E7 & E8, 6 th Floor CPS Tower, Centre Point Sabah No.1 Jalan Centre Point 88000 Kota Kinabalu, Sabah. Dear Sirs, RE: JOINT VENTURE AGREEMENT DATED 10/7/98 BETWEEN PAN-PACIFIC CONSTRUCTION HOLDINGS SDN BHD & NGIU KEE CORPORATION (M) BHD NOTICE OF TERMINATION We refer to the above matter wherein we act for Ngiu Kee Corporation (M) Bhd. We have been instructed by our client to inform you as follows: 1. That our client denies that they are in breach of the Joint Venture Agreement (“the said JV Agreement”) as alleged by your client via your letter dated 17 April 2001. 2. That pursuant to a meeting between your client and our client on the 19 th April 2001, one Mr. Andrew Lo had indicated that your client’s headquarters in Taiwan agreed to sell their 30% shares in the joint venture company to our client in accordance with the terms of the said JV Agreement. 3. That on the same day, our client orally accepted the offer to purchase your client’s 30% shares in the joint venture company, which was confirmed by our client’s letter to your client via a letter dated 19 th April 2001. 4. That in furtherance to paragraph 3 above, our client orally instructed the company auditors, Messrs Ernst & 57
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 and 52: ecognized the expertise of the 2 nd
Page 53 and 54: Agreement dated 10 July 1998, which
Page 55: 1.1 Upon the signing of a sale of s
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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