TOPSUN INTERNATIONAL INDUSTRIAL LIMITED v 1. ) YHS RESOURCES SDN BHD 2. ) CHANG JIUNN JYE 3. ) AZHAR BIN AHMAD 4. ) LI YOUHAO

ca-22ncc-1-01-2019 High Court (Mahkamah Tinggi) 13 May 2025 • CA-22NCC-1-01/2019

Catchwords

Company Law — Contract — Sale and Purchase Agreement for Bauxite minerals — Customs Act 1967 — Export Permit (Borang K2) — Breach of contract for failure to secure Export Permit under Borang K2 — Refund of purchase price ordered. Arbitration clause not invoked within contractual lifespan — Right to arbitrate dismissed. Corporate veil — piercing and lifting in interest of justice — Applicable test: Solid Investment Ltd v Alcatel Lucent (M) Sdn Bhd [2014] 3 CLJ 73; Gurbachan Singh v Vellasamy [2015] 1 MLJ 773; Giga Engineering v Yip Chee Seng [2015] 9 CLJ 537 — consolidated in Chanel v Melwani2 International Sdn Bhd [2017] 6 CLJ 567. Conditions: fraud, evasion of liability, abuse of corporate personality. Evidence established 1st Defendant’s failure and abuse of corporate structure. Corporate veil lifted — 2nd–4th Defendants (directors) held jointly and severally liable with 1st Defendant. Principle reaffirmed: oral evidence must be evaluated against the contemporenous documentary evidence (Tindok Besar Estate v Tinjar Co [1979] 2 MLJ 229, FC). Claim allowed with costs.

Practice Areas

Company Law Revenue Law Contract

Judges (1)

Mohd Radzi bin Harun Delivered

Parties (5)

TOPSUN INTERNATIONAL INDUSTRIAL LIMITED Plaintiff YHS RESOURCES Sdn Bhd Defendant Azhar bin Ahmad Defendant Chang Jiunn Jye Defendant Li Youhao Defendant

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (ca-22ncc-1-01-2019)