v.
(2) There was ground to suspect that the share transfer may not
have been made regularly. It was clear that on the face of it
I
the shares should belong to the plaintiff had there been no
valid transfer. His interest would be affected if the defendants
Current Law Journal
310 Supplementary Series [2008] 7 CLJ
(3) It was however not in the interest of justice that the present
status quo be reversed to re-transfer the shares back to the B
plaintiff. Any residuary claims arising from the alleged
fraudulent transfer could be adequately compensated by the
normal payment of damages assuming that the plaintiff was
successful at the end of the trial. (para 8)
C
Case(s) referred to:
American Cyanamid Co v. Ethicon Ltd [1975] AC 396 (foll)
Keet Gerald Francis Noel John v. Mohd Noor & Ors [1995] 1 CLJ 293 CA
(foll)
For the plaintiff - Lee Chan Leong (Chow Siew Lin & Tan Kim Soon with
him); M/s Tan Kim Soon & Co
For the defendants - Ho Kee Tong (Razlan Hadri Zulkifli with him); E
M/s Gan Ho & Razlan Hadri
F
JUDGMENT
3. The trust deed itself – the signature on the trust deed was
D again alleged to have been forged. See same signature expert
report in encl. 25. The person who witnessed the plaintiff’s
signature has not in fact witnessed the plaintiff’s signature
although he had signed as a signatory. The trust deed was
stamped eight years later on 8 February 2007. The stamp duty
E on the trust deed itself did not impose any penalty for late
stamping.
4. Selingan Jaya could not have been the beneficial owner on the
following grounds:
F i) It is a company with only RM2 paid-up capital with two
shareholders. See ROC search dated 8 August 2007 (exh.
“CKS15”).
ii) The balance sheet did not show that there was a trust
G deed. It must show as asset of the company in any form
going by normal accounting practice. This particular has
been consistently absent since accounting for the year
ending 31 December 1998 (pre-dating the trust deed by
one year) until 31 December 2005.
H
iii) Also under article 6 of 3rd defendant company Kilat Waja
Sdn Bhd (the shares the subject matter of the suit)
preempted the creation of the trust deed except by court
order or under the Companies Act. Under s. 163(4) of
I
Companies Act 1965, a company is not bound to
recognise any trust except if the trust is duly registered in
the company’s register.
Current Law Journal
312 Supplementary Series [2008] 7 CLJ
3. All the original shares (100%) of Kilat Waja are always in the
possession of Selingan Jaya by reason of the trust deed. The
trust deed was drawn up as the shares originally did not
E
belong to the plaintiff.
6. All these disputes are family disputes and Chng Ping Teong is
the “man behind” the whole set up of Selingan Jaya.
Enclosure 12: Dismissed with costs for the reason that the ex
parte injunction was granted on the basis of urgency
(as per judgment delivered on 26 July 2007).
E
Enclosure 29: Withdrawn by consent.