SYED YUSOF BIN SYED MOHD v 1. ) A GANASAN A/L K ARUMUGAM 2. ) ABDUL HAFIZ BIN ABDUL RASHID @ ABD KHALID 3. ) VSD AUTOMATION SDN. BHD.

Case Significance

Illustrates the striking out of a duplicative oppression action under section 346 of the Companies Act 2016 as an abuse of process — a parallel suit between the same parties on the same facts, filed as a tactical counter-measure to earlier proceedings, engages the court's duty to prevent multiplicity and collateral litigation.

This High Court decision at Shah Alam concerns an application to strike out an oppression action under Order 18 rule 19 and Order 92 rule 4 of the Rules of Court 2012. The plaintiff, the managing director and a majority shareholder holding about 52.98% of a company, had brought an originating summons ("Suit 118") under section 346 of the Companies Act 2016 complaining of oppression by two other directors — the chief executive officer and the vice-president — and the company itself. The dispute had arisen amid tensions over the company's management and the valuation of the plaintiff's shares, an initial offer for which he regarded as unreasonably low given the company's profitability and assets; he alleged exclusion from management and the removal of his authority over the company's accounts, and had proposed an extraordinary general meeting to remove the other directors.

Critically, the plaintiff had filed this action only after the defendants had commenced an earlier oppression suit ("Suit 113") between the same parties on the same facts, in which an interlocutory injunction had been granted, the parties playing opposite roles in the two suits. The defendants applied to strike out Suit 118 as a duplicate, parallel proceeding and an abuse of process.

The court held that Suit 118 was a parallel proceeding duplicating Suit 113, involving the same parties, issues and facts, and that its timing and the relief sought indicated a tactical counter-measure intended to interfere with or re-litigate the issues and interlocutory orders in Suit 113, rather than a bona fide oppression complaint. Emphasising the court's duty to prevent multiplicity and collateral litigation, and that the underlying grievances could be addressed through statutory or internal corporate mechanisms, it held the summons disclosed no reasonable cause of action and was scandalous, frivolous, vexatious and an abuse of process. It struck out Suit 118 in its entirety with costs. The judgment illustrates the striking out of duplicative, tactical litigation.