MARCUS CHAN JAU CHWEN v 1. ) SURIA WARAS DEVELOPMENT SDN. BHD. 2. ) PUJIAN SEKATA SDN. BHD. 3. ) BENCHMARK LINK SDN. BHD. 4. ) IMPIANPURI SDN. BHD. 5. ) CHEW YEW YEK 6. ) CHEN AH FOOK 7. ) OON SIM HOR @ THUM SIN HOR 8. ) DATUK ARIF SHAH BIN HAJI OMAR SHAH PENCELAH 1. ) DATO' SATHARUBAN SIVASUBRAMANIAM 2. ) KHOO SIEW KIAT

Case Significance

Illustrates the standing and procedural constraints on a disputed-will beneficiary challenging administrators pendente lite: the absence of a crystallised interest, the proper-plaintiff rule, the leave requirement for suing court-appointed officers, and the avoidance of duplicated and academic proceedings.

This decision of the High Court's Commercial Division in Kuala Lumpur concerns proceedings brought by a beneficiary under a disputed will against administrators pendente lite and the companies of which they had become directors. Administrators pendente lite are appointed by the Probate Court under section 19 of the Probate and Administration Act 1959 to manage an estate while a probate dispute is pending, and, as officers appointed by and answerable to the court, they are subject to the court's control. The plaintiff, who claimed as a beneficiary under a will that was itself in dispute, sought various relief in respect of the administrators' conduct of the companies. The court upheld a series of preliminary objections without needing to reach the merits. It held that the plaintiff lacked the necessary locus standi: a beneficiary under a disputed will has no crystallised interest capable of grounding the relief sought, and a minority shareholder cannot restrain the administrators from exercising the rights attached to a majority shareholding, the proper plaintiff in respect of wrongs to a company being the company itself as a separate legal entity. It also held that leave was required to bring proceedings against administrators pendente lite as court-appointed officers, and that the plaintiff had not obtained it; that the proceedings duplicated a pending application to remove the administrators in the Probate Court; and that the questions posed had in any event become academic, the relevant requisition notices having been withdrawn. The court observed that the proper course was for the administrators to proceed with share transmission under section 109 of the Companies Act 2016 if they wished to exercise membership rights, while remaining subject to the supervisory jurisdiction of the Probate Court. It dismissed the application with costs of RM20,000 to the administrators. The judgment illustrates the standing and procedural constraints on a disputed-will beneficiary seeking to challenge administrators pendente lite.