Granny's Kitchen Sdn Bhd

On the court record

A corporate party in the Raub-connected control litigation, whose matters cover deemed retirement and re-election of directors, undertakings in damages after discharged injunctions, and striking out.

Granny's Kitchen Sdn Bhd appears in the corpus within the wider Raub-connected family and corporate-control litigation, and its matters combine corporate-governance and abuse-of-process questions. In a Court of Appeal matter the company was a respondent in a dispute over deemed retirement of directors: whether a director due to retire by rotation under the articles of association can be deemed to have retired on the completion of the period within which an annual general meeting ought to have been convened, where the meeting could not be held. The court's discussion engaged sections 205 and 208 of the Companies Act 2016 and warned that a deemed-retirement approach is inconsistent with shareholder democracy, given the shareholders' right to re-elect retiring directors.

The company also appears in the interlocutory-injunction and striking-out strands of the family dispute. In one High Court matter the court addressed an undertaking in damages following the discharge of injunctions, asking whether the corporate defendants were entitled to damages, whether a finding that the injunctions were wrongly granted was required, and whether a letter of intent expressed to be subject to contract was enforceable. In a striking-out matter under Order 18 rule 19 of the Rules of Court 2012, the court considered whether a conspiracy claim was a collateral attack on earlier rulings barred by res judicata, whether the action was premature, and whether the pleadings sufficiently particularised conspiracy.

For a reader, the cluster is a study in how protracted corporate-control feuds are litigated: the mechanics of directors' retirement and re-election, the enforcement of an undertaking in damages after an injunction is discharged, and striking out to contain collateral attacks. The corporate parties are named as they appear on the record; the individual family members are referred to by their procedural role only. The company's matters bring together corporate-governance and abuse-of-process themes that recur throughout the wider control dispute: the mechanics of directors' retirement and re-election, which the court ties firmly to shareholder democracy, and the doctrines — undertakings in damages, res judicata and striking out — by which the courts contain the collateral and repetitive litigation that such feuds generate.