Grandfoods Sdn Bhd

On the court record

A company whose litigation centres on abuse of process — vexatious and collateral proceedings and res judicata — the enforcement of an injunction undertaking in damages, and a deemed-retirement question on directors.

Grandfoods Sdn Bhd appears in the corpus in company and commercial litigation marked by a recurring concern with abuse of process — vexatious and repetitive litigation, collateral challenges to earlier decisions, and the consequences of injunctions wrongly obtained. It appears as plaintiff, defendant, applicant and respondent across the High Court and Court of Appeal.

One strand concerns the misuse of the court's process. In a striking-out matter the court considered a conspiracy claim said to be a collateral attack on previous decisions, engaging res judicata, the prematurity of an action dependent on the outcome of pending litigation, and the multiplicity of proceedings over the same subject matter. In a related matter the court invoked the law on vexatious litigants, observing that the persistent pursuit of claims already decided and the proliferation of collateral proceedings had significantly burdened the opposing parties and the judicial process, and that the law exists precisely to forestall such misuse.

The company was also involved in an interlocutory-injunction dispute over the undertaking in damages. After injunctions were discharged, the question was whether the corporate defendants were entitled to damages on the undertaking, whether a finding that the injunction had been "wrongly granted" was required, and whether special circumstances existed to bar enforcement of the undertaking, against the background of a letter of intent expressed to be "subject to contract". A Malay-language appeal concerned a claim dismissed for the plaintiffs' failure to obtain the leave of the Bankruptcy Court before proceeding, and at the Court of Appeal a company-law question arose over deemed retirement — whether a director due to retire by rotation under the articles of association may be treated as having retired where no annual general meeting was held to re-elect the retiring directors. The company's footprint is a study in the courts' management of repetitive and collateral litigation and the price of an injunction that does not hold.