NATION PARK SDN BHD (Dalam Penggulungan) v OOI KIM GEIK

ba-22ncvc-124-03-2022 High Court (Mahkamah Tinggi) 11 June 2025 • BA-22NCvC-124-03/2022 • 39 min read

4 cases cited (0 SG, 4 foreign)

Catchwords

TRIAL: The plaintiff’s claim against the defendant is founded on fraud and breach of fiduciary duty. The deceased, Ng Kin Yong, who was the managing director, was in control of Nation Park in terms of overall management and decision-making, including finance – Prior to the demise of Ng Kin Yong, the plaintiffs' shares were owned by the deceased and his siblings, Ng King Chong and Ng Kim Pin - The defendant is wife of the deceased and the executrix and sole beneficiary of the deceased’s estate – The plaintiff’s claim concerns a director’s loan that is due and owing by the deceased - Whether as at November 2016, the deceased owes Nation Park Sdn Bhd (in liquidation) an outstanding sum of RM7,324,111.25 (or such other amount to be determined by this Court), being the director’s loans and/or advances which remain unpaid to date - Whether the deceased, as the director of Nation Park had breached his fiduciary duties, statutory duties under sections 213, 214, 218, 219 and/or 224 of the Companies Act 2016, and/or committed fraud against Nation Park - Whether Ooi Kim Geik, in her capacity as the executrix of the estate of the deceased or in her capacity as a director of Nation Park, can be held liable at all for any breaches of statutory duties, fraud or other wrongdoings allegedly committed by the deceased. CIVIL LAW: Whether the plaintiff’s claim is barred by limitation - Fraud and breach of fiduciary duty must first be proven before one can avail themselves of s. 29 of the Limitation Act 1953 - Sections 6 and 29 of the Civil Law Act 1953. EVIDENCE LAW: Admissibility of Part C documents in Court - Notice to Produce Documents – Sections 65 and 66 and Section 90A of the Evidence Act 1950. EVIDENCE LAW: Burden of Proof - Sections 101 and 103 of the Evidence Act 1950.

Practice Areas

Evidence Company Law Limitation Equity & Trusts

Judges (1)

Hazizah binti Kassim Delivered

Counsel (8)

Harold & Lam Partnership Firm Steven Thiru Firm Adrienne Senal Counsel Defendant Alex De Silva Counsel Defendant Chan Jia Ying Counsel Plaintiff Chong Jen Hui Counsel Defendant Harold Tan Kok Leng Counsel Plaintiff Joshua Lawson Cowie Counsel Defendant

Parties (2)

NATION PARK Sdn Bhd (Dalam Penggulungan) Plaintiff Ooi Kim Geik Defendant

Case Significance

Illustrates the burden of proving fraud and breach of fiduciary duty against a deceased's estate and the limits on holding an executrix personally answerable for the deceased director's alleged wrongdoing.

This High Court decision at Shah Alam concerns a company in liquidation seeking to recover from a deceased director's estate, on allegations of fraud and breach of fiduciary duty, sums said to be outstanding as director's loans and advances. The company had been founded and managed by the deceased, who as managing director controlled its overall management, decision-making and finances, and whose shares were held with his two siblings. After his death, his widow became the executrix and sole beneficiary of his estate, took over his shares and was appointed a director. The company, now in liquidation, claimed that as at November 2016 the deceased owed it an outstanding sum in the region of RM7,324,111.25 in unpaid director's loans, and it alleged that the deceased had breached his fiduciary and statutory duties under sections 213, 214, 218, 219 and 224 of the Companies Act 2016 and committed fraud. The central questions were whether that indebtedness was proved, whether the deceased had committed the alleged breaches and fraud, whether the defendant, in her capacity as executrix of the estate or as a director, could be held liable at all for wrongs allegedly committed by the deceased, and whether the claim was barred by limitation, it being settled that fraud and breach of fiduciary duty must first be proved before a claimant can rely on section 29 of the Limitation Act 1953. The court also addressed the admissibility of documents and the burden of proof under sections 101 and 103 of the Evidence Act 1950. Having reviewed the cause papers, the evidence and the submissions, the court held that the company had failed to discharge its burden of proof, and it declined to fix the executrix with liability for conduct originating with the deceased that could only have been pursued against him had he been alive. The claim against the defendant, in both capacities, was dismissed with costs of RM80,000.00. The judgment is a useful illustration of the burden of proving fraud and breach of fiduciary duty against a deceased's estate, and of the limits on holding an executrix personally answerable for the deceased's alleged wrongdoing.

What did the company in liquidation have to prove?

It had to prove that the deceased director owed it the outstanding director's loans in the region of RM7,324,111.25 and that he had committed fraud and breaches of fiduciary and statutory duties under the Companies Act 2016, and, to overcome limitation, to establish that fraud or breach before relying on section 29 of the Limitation Act 1953.

Why was the claim dismissed?

The court held the company had failed to discharge its burden of proof under sections 101 to 103 of the Evidence Act 1950 and declined to fix the widow, as executrix and director, with liability for conduct originating with the deceased; the claim was dismissed with costs of RM80,000.00.