Permai Ikhlas Sdn Bhd

On the court record

A corporate party in company-control litigation, whose matters engage directors' duties and a consent judgment, the constraints on post-winding-up relief, and American Cyanamid injunctions.

Permai Ikhlas Sdn Bhd appears in the corpus within a group of connected company-control and post-winding-up disputes, and its appearances turn on directors' duties and the use of insolvency and interlocutory remedies. In a High Court matter the company, among the plaintiffs, sued in relation to alleged breaches by a managing director of his duties and obligations, the claim resting on a consent judgment, breach of directors' duties, the tort of conspiracy to injure by lawful and unlawful means, and estoppel and res judicata, with a counterclaim by the director. In a post-winding-up matter 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 declaratory and injunctive relief, whether the application was defective for non-joinder of a necessary party, and whether a turnkey agreement was liable to be set aside.

The company also appears in the interlocutory-injunction strand. Applying the American Cyanamid principles, the court examined a prohibitory injunction, 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 impact on a turnkey construction agreement, and whether damages would be an adequate remedy, together with the sufficiency of the undertaking as to damages. A Court of Appeal matter characterised the dispute as concerning the misuse of a company's winding-up process under section 351 of the Companies Act 2016.

For a reader, the cluster is a study of company-control litigation: the enforcement of directors' duties and a consent judgment, the constraints on post-winding-up relief, 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 company's matters show a control dispute conducted through the machinery of company law and interim relief, and the courts' concern that the machinery be used properly: directors' duties are enforced on the pleaded case, post-winding-up relief is constrained by leave requirements and the need to join the liquidator, and an injunction issues only on the American Cyanamid conditions with a sufficient undertaking as to damages.