Iconic Bina Sdn Bhd

On the court record

A corporate party in post-winding-up control litigation, whose matters engage leave requirements, joinder of the liquidator, alleged misuse of the winding-up process, and American Cyanamid injunctions.

Iconic Bina Sdn Bhd appears in the corpus within a group of connected company-control and post-winding-up disputes, and its appearances turn on the use and misuse of insolvency and interlocutory remedies. In a High Court matter following a winding up, the court considered an application engaging sections 351, 461, 482(b), 486(2) and 510 of the Companies Act 2016: whether leave of court was required, whether the court had jurisdiction to grant the declaratory and injunctive relief sought, whether the application was defective for failing to join a necessary party, and whether a turnkey agreement was liable to be set aside. In a Court of Appeal matter the dispute was characterised as concerning the misuse of a company's winding-up process and statutory remedies under section 351 of the Companies Act 2016.

The company also features in interlocutory-injunction litigation. In one matter the court applied the American Cyanamid principles to a prohibitory injunction, examining the absence of a necessary party where the liquidator had not been joined, whether there was a serious question to be tried, the balance of convenience, the potential impact on a turnkey construction agreement, and whether damages would be an adequate remedy, together with the sufficiency of evidence to support the undertaking as to damages. A separate matter engaged directors' duties, a consent judgment, and the tort of conspiracy to injure by lawful and unlawful means.

For a reader, the cluster is a study in how post-winding-up and control disputes are fought through leave requirements, joinder of the liquidator, and American Cyanamid injunction analysis. The corporate parties are named as they appear on the record; the individual directors and shareholders are referred to by their procedural role only. The recurring feature of the company's matters is the deployment of insolvency and interlocutory machinery in a control dispute, and the courts' insistence on its proper use: leave is required before certain post-winding-up steps, a necessary party such as the liquidator must be joined, and an injunction will issue only where the American Cyanamid conditions and a sufficient undertaking as to damages are satisfied.