Chan Eng Leong v Goh Choon Kim (PA-22NCvC-8-01/2020)

CHAN ENG LEONG

CHONG BEE CHOO (No. K.P: 740309-07-5312) …PLAINTIF-PLAINTIF

GOH CHOON KIM

ONG AH POH

GLOBAL TOBACCO MANUFACTURERS (INTERNATIONAL) SDN. BHD [NO. PENDAFTARAN SYARIKAT: 200301030247 (632667-V)] …DEFENDAN-DEFENDAN JUDGMENT (FIVE CONTEMPT PROCEEDINGS) PRELUSION [1] One of the issues in dispute in this suit is about controlling the subject company through its directorship. The Plaintiffs are the current directors of the company. They obtained an injunction against the Defendants, who used to be the directors. 08/05/2024 23:56:14 PA-22NCvC-8-01/2020 Kand. 344 Page 2 of 43 [2] The injunction prohibits the Defendants from doing any act that would affect the Plaintiffs’ directorships, which would in turn pre-empt the proper disposal of this suit. The injunction also prohibits the Defendants from interfering in the management and affairs of the company. [3] The Defendants and three other persons related to them wrote letters and performed acts that the Plaintiffs allege breached the terms of the injunction. The Plaintiffs, after getting the leave of Court, commenced contempt and committal proceedings against the Defendants and the three other non-party alleged contemnors. [4] Should contempt and committal Orders be made against the alleged contemnors? PRELIMINARIES [5] This is the Judgment on Enclosure 59—a Notice Of Application. Enclosure 59 is the Applicant-Plaintiffs’ Application for contempt and committal Orders against five alleged contemnors. Within one Notice Of Application, there are respectively five contempt proceedings against the 1st Defendant (D1), the 2nd Defendant (D2), and the three non-party alleged contemnors—Goh Choon Seang, Goh Kim Heong and Goh Kooi Cheng. I will refer to the alleged contemnors as “AC” or “ACs”. [6] These contempt proceedings are effectively the five respective show cause proceedings for the ACs, where they show cause as to why they should not be found in contempt of Court and hence should not be committed to prison. [7] At the ACs’ request, these contempt proceedings went through 12 days (12 sessions) of hearing, with each AC giving evidence, and Page 3 of 43 questioned, in their respective show causes. In addition, numerous affidavits, and numerous volumes of written submissions, submissions in reply, bundles of authorities, and what is now popularly known as “speaking notes”, were filed for these proceedings. [8] I set out here—the facts, the evidence and the issues pertinent to these contempt proceedings, and my eventual findings. THE PARTIES [9] I will refer to the Plaintiffs together as “P1P2”. [10] I will refer to D1 as “Goh”, and D2 as “Ong”. Goh and Ong are husband and wife. I will refer to the 3rd Defendant company as “Global”. [11] I will refer to Goh Choon Seang as “GCSeang”. GCSeang is Goh/D1’s brother. I will refer to Goh Kim Heong as “GKHeong”. GKHeong is Goh’s nephew (GCSeang’s son). I will refer to Goh Kooi Cheng as “GKCheng”. GKCheng is Goh and Ong’s daughter. WHAT ARE THE TERMS OF THE ORDER SAID TO BE DISOBEYED? [12] The Order allegedly disobeyed by the ACs is the Order dated 14.1.2020 (Order). The Order is an ad interim injunction, granted up to the disposal of the P1P2’s Application proper for an interim injunction. [13] The Order is in these terms (with my emphases on the pertinent words used set out in bold)—

Paragraph 1.a.i.—an injunction to restrain Goh and Ong, including by other people connected to Goh and Ong, such as Page 4 of 43 “their agents, employees, servants or any of them”, or “otherwise howsoever in any manner whatsoever”—from “convening, holding or allowing to be held any general meeting” of Global, or “voting or passing and/or implementing any resolution” that purports to or have the effect of—

”removing” P1P2 as Global’s directors, or

”in any manner interfering with their position and rights as directors of Global”; and that purports to or have the effect of—

”appointing” Goh/D1 and GKHeong or any other person as Global’s directors, in substitution of or in addition to P1P2 as Global’s directors;

Paragraph 1.b.—an injunction to restrain Goh and Ong, including by other people connected to Goh and Ong such as “their agents, employees, servants or any of them”, or “otherwise howsoever in any manner whatsoever”—from “taking any action in relation to or concerning P1P2 as directors of Global which would pre-empt the proper disposal of this Action” (Suit 8);

Paragraph 2—an injunction to restrain Goh and Ong personally or through their agents, employees, servants or otherwise from trespassing, or resorting to illegal actions; or from interfering with peaceful occupation; or “interfering with the management and affairs of [Global] and its staff”.

Paragraph 3—personal service of the Order on Goh and Ong is dispensed with. Page 5 of 43 [14] As such, the parts of the Order that are alleged to be disobeyed are—

taking any action concerning P1P2 as Global’s directors, which would pre-empt the proper disposal of this Suit 8; and

interfering with Global’s management and affairs. [15] It is agreed that the requisite Penal Notice under Order 45 Rule 7(4) of the Rules Of Court 2012 (ROC) is present in the Order. [16] It is agreed that the Order was served on Goh and Ong’s solicitors. It is agreed that the Order was not served personally on Goh, Ong, GCSeang, GKHeong and GKCheng. WHAT IS THE CAUSE OF ACTION IN SUIT 8? P1P2’s Statement Of Claim [17] It is pivotal to first set out what this Suit 8 is about. Gleaning from P1P2’s Statement Of Claim, and pertinent to this Enclosure 59 contempt proceeding—this is what Suit 8 is about. [18] P1P2 sues Goh and Ong, and Global (as a nominal defendant). [19] P1P2’s cause of action against Goh and Ong is for breach of contract. The contracts said to be breached are the Share Sale Agreement dated 7.8.2019 (SSA) and the Shareholders’ Agreement dated 7.8.2019 (SHA). [20] Under the SSA, P1P2 has the discretion to appoint Global’s directors. Global has only two directors. The directors are P1P2. They alone constitute the board of directors. Page 6 of 43 [21] Under the SHA—

any appointment of new directors requires Goh and Ong’s consent;

but P1P2 must not be removed under any circumstance and shall remain as directors. There are specific circumstances when they will cease to be directors, but these circumstances do not apply here;

P1P2 have the absolute discretion to appoint or dismiss any director, or to make any material change in the authority of a director;

Goh and Ong promise that P1P2 are fully in charge of managing Global. [22] P1P2 therefore assert that by these terms, Goh and Ong had relinquished control of Global to them. [23] In December 2019, Ong/D2 requisitioned for an extraordinary general meeting (EGM) to be held for the shareholders to consider her proposed resolutions to—

remove P1P2 as directors; and

(ii) appoint her husband: Goh and GKHeong to replace them. [24] At the same time, Goh issued a Special Notice under section 206 of the Companies Act 2016 about his intention to propose the same resolutions that his wife: Ong proposed. Page 7 of 43 [25] P1P2 assert that by doing this, Goh and Ong are in breach of the SSA and the SHA. They assert that Goh and Ong acted in bad faith. They assert that this was Goh and Ong’s attempt to gain control of Global again. Reliefs and Remedies sought [26] The reliefs and remedies sought include—

a Declaration that Ong’s requisition for the EGM is “wrong in law, invalid and null and void”;

a Declaration that Goh and Ong have acted in bad faith and contrary to the SHA;

an injunction in the terms of the Order; and

damages. WHAT IS THE DEFENDANTS’ DEFENCE AND COUNTERCLAIM? [27] Gleaning from the Defence, pertinent to these contempt proceedings—this is Goh and Ong’s pleaded Defence. [28] Goh and Ong are husband and wife. Ong relies on her husband: Goh in matters relating to Global, including the management of Global. [29] Goh directly owns 25% of the total shares in Global. He also beneficially owns another 30% of the total shares in Global. Ong directly owns 20% of the total shares in Global. Goh and Ong together thus own, either directly or beneficially, 75% of the total shares in Global. [30] From about December 2015, Global began having an excise duty problem with the Customs Department. Goh and Ong called this the Customs Debt issue. Page 8 of 43 [31] In April 2019, P1 and his company: Natural Transforms Sdn Bhd (Natural Transforms) became a director and shareholder of Global by buying GKHeong’s shares. Goh, however, considers P1 an outsider—as Global and its group of companies have been companies owned only by family members until then. [32] Goh instructed P1 to solve the Customs Debt issue. But after several months, P1 told Goh that his difficulty in dealing with the Customs Department was that he was a minor (15%) shareholder of Global. P1 suggested that more shares be transferred to him and P2, to give him more apparent authority to deal with the Customs Department, to facilitate solving the Customs Debt issue. [33] Goh and Ong plead that there was first a collateral contract (it is not stated who are the parties to this contract). The collateral contract took the form of the pre-signed transfer forms that Goh has the liberty to invoke, to transfer P1P2’s shares back to Goh. The effect of the collateral contract is that P1P2 held their shares on trust for Goh. [34] P1 asked for formal contracts to be drawn up, so that he could show the documents to the Customs Department. This led to the SSA and the SHA. But Goh and Ong assert that the terms of the SSA and the SHA are not relevant nor binding because of the collateral contract. They also assert that the only purpose of the SHA was to enable P1 to solve the Customs Debt issue. They further assert that some of the terms of the SHA were never intended to be binding on the parties. Page 9 of 43 [35] Goh and Ong agree that it is a fact that they issued the Requisition for the EGM and the Special Notice about the proposed resolutions to remove P1P2 as directors and to replace them with Goh and GKHeong. [36] Goh and Ong assert that they issued the Requisition and the Special Notice to remove P1P2 as directors and to replace them, because of several asserted facts, including these asserted facts—

GKHeong was pressured to sell his shares to P1, and P1 did not pay the purchase price for the shares;

P1 asked for a further 6% of Global’s shares to be transferred to him so that he could have 51% majority control of Global;

Global’s financial position was deteriorating;

The relationship between Goh and P1 became so tense that Goh stopped going to the office since the end of December 2019;

P1 was siphoning money out of Global. [37] For these reasons, Goh and Ong plead that—

the terms in the SHA relating to P1P2’s rights to appoint and remove directors, and to remain as directors; and relating to how P1P2 cannot be removed as directors under any circumstance—are unenforceable for being contrary to law and against public policy;

there is cause to remove P1P2 as Global’s directors;

the SHA was never intended to be binding on the parties. [38] Goh and Ong counterclaims against P1P2 for—

a Declaration that P1P2 hold the relevant shares as trustees for Goh; Page 10 of 43

an Order that P1P2 transfer those shares back to Goh. THE ALLEGED ACTS OF CONTEMPT OF COURT [39] I will start with Goh, Ong and GCSeang. Ong and GCSeang agreed that Goh’s show cause testimony would bind them. I will take their show causes together. The three letters that constitute the alleged acts of contempt [40] P1P2 assert that there are three letters that constitute the alleged contemptuous acts. [41] The first letter is GKHeong’s letter dated 11.3.2020 to Natural Transforms (P1’s company) (impugned 11.3.2020 letter). Natural Transforms purchased GKHeong’s shares in Global. P1P2 assert that by this impugned 11.3.2020 letter, GKHeong —

terminated the SSA between him and Natural Transforms;

demanded for the return of the transfer-of-shares documents and the shares certificates;

demanded for P1’s resignation as Global’s director;

indicated his right to sue Natural Transforms and P1 for cheating and unlawful conduct. [42] The second letter is Goh’s letter dated 12.3.2020 to P1P2 (impugned 12.3.2020 letter). P1P2 assert that by this impugned 12.3.2020 letter, Goh—

terminated the SSA and “other related agreements”;

demanded for the return of P1P2’s resignation letters (resignation as Global’s directors);

reserved his right to sue for cheating and unlawful misconduct. Page 11 of 43 [43] The third letter is Goh, Ong and GCSeang’s joint letter dated 18.3.2020 to P1P2 (impugned 18.3.2020 letter). P1P2 assert that by this impugned 18.3.2020 letter—

Goh and Ong put P1P2 on notice about their (Goh and Ong’s) intention to take a Derivative Action in Global’s name against P1P2 for certain acts that include failing to pay for the shares that they (P1P2) bought, and for filing Suit 8 against Goh and Ong;

Goh and Ong notified P1P2 that the intended Derivative Action was because of certain acts committed by P1P2, which include—

failing to call for the EGM that Ong requisitioned and Goh gave a Special Notice for—to remove P1P2 as Global’s directors; and

(ii) filing Suit 8 against Goh and Ong, and obtaining the Order. [44] Goh, Ong and GCSeang present the following opposition points. The three principles for civil contempt of Court [45] Goh, Ong and GCSeang cite and rely on the three principles for civil contempt—

the terms of the Order must be clear and unambiguous;

the ACs must have had proper notice of the terms of the Order; and

there must be clear proof beyond reasonable doubt that the terms of the Order were disobeyed—Tiu Shi Kian & Anor v Page 12 of 43 Red Rose Restaurant [1984] 2 MLJ 313 (HC); [1984] 1 CLJ 325; [1983] 2 MLRH 69; per Justice Wan Mohamed J. [46] These principles were adopted in Tay Siew Kiat v Wan Leong Chai [2004] 3 MLJ 49 (HC); [2004] 5 AMR 248; [2004] 2 MLRH 168; [2004] CLJU 146; per Justice Vincent Ng J. [47] In Tiu Shi Kian (supra), it was also propounded that in civil court contempt, there is no need to prove mens rea on the part of the ACs, which means that the ACs’ intention or reason for disobeying the Order need not be considered when this Court decides whether an act, or a refusal to act, is contemptuous. [48] First—Goh, Ong and GCSeang argue that the terms of the Order are not clear and not unambiguous. I am not in favour of this argument. As emphasised earlier, the pertinent terms of the Order prohibit the ACs from—

taking any action concerning P1P2 as directors of Global which would pre-empt the proper disposal of Suit 8, and

from interfering with the management and affairs of Global (Prohibited Acts). [49] I find these pertinent terms of the Order are not vague and not ambiguous. I find that any reasonable person, especially with the advice of solicitors, would comprehend their meaning. [50] I find that it is reasonable to read the terms of the Order and understand that the ACs are not to commit the Prohibited Acts. Also, as Goh, Ong and GCSeang were at all the material times represented by Page 13 of 43 solicitors, the meaning of the terms of the Order should be and would be clear and unambiguous to a reasonable person. Much more to Goh, Ong and GCSeang, who were in the thick of the litigation relating to all the issues arising from Suit 8, which includes the issue of P1P2’s directorships and the exclusive management rights over Global. [51] Second—Goh, Ong and GCSeang argue that the terms of the Order are too wide; that the terms restrain legitimate actions such as writing letters to state their legal rights; that sending the letters to state their intention or rights cannot be a breach of the Order; and that the letters were written after they had taken their positions in their Defence And Counterclaim (DACC) filed earlier. They argue that doing these acts cannot be a breach of the terms of the Order. [52] I find that the Court Of Appeal’s Grounds Of Judgment—in the appeal proceeding against the Order for leave to commence contempt and committal proceeding—guides me. The Court Of Appeal made prima facie findings at the leave stage of these proceedings. At paragraph [78] of the Grounds Of Judgment, the Court Of Appeal did not accept the ACs’ argument that the impugned letters were written when “the dispute was still dynamic” and “parties were entitled to take legal positions”. At paragraph [79], the Court Of Appeal found that “the purport of these letters had in fact, clearly breached” the terms of the Order. At paragraph [80], the Court Of Appeal found that the Applicants: P1P2 had rightly raised a prima facie case “warranting the leave to be given”. And at paragraph [81], the Court Of Appeal found that P1P2 had proven a “sustainable case for contempt” for “at least a prima facie case at the leave stage”. Page 14 of 43 [53] P1P2 then counter-argued, and now again argue, that the effect of these Court Of Appeal findings is that—all that is left to be determined in this contempt and committal proceeding is sentencing. They reckon that all that they have to do in these show cause proceedings is to submit on sentencing—as if the ACs are already found to be in contempt. [54] In this context, I am informed that after the Court Of Appeal decision in their favour, P1P2 sought clarification with the Court Of Appeal on this issue. The Court Of Appeal responded, and directed, that this Enclosure 59 contempt proceeding be heard fully (sepenuhnya) and sentencing is only to be made at the conclusion of the determination of Enclosure 59. [55] Also, the Court Of Appeal Order on the leave proceeding is clear— that this Enclosure 59 contempt proceeding is to be a re-hearing (dibicarakan semula). [56] Despite this clarification by the Court Of Appeal, the Applicants: P1P2 persist in arguing that I am bound by the findings of the Court Of Appeal i.e. there is a prima facie case for contempt. They argue that I cannot hold otherwise i.e. I cannot hold that the impugned letters are not in breach of the Order, because the Court Of Appeal already held that the letters were in breach of the Order. [57] If they are correct, then there is no necessity for this contempt or show cause proceeding. They argue that at this show cause proceeding proper, all I can do is hear the ACs’ excuses and straightaway decide on sentencing. Page 15 of 43 [58] I find this argument untenable. Firstly, this show cause proceeding cannot and should not be confined to sentencing. P1P2’s proposition cannot be the correct or fair position. [59] Secondly, there was only a finding of prima facie contempt at the leave stage. It is not a finding of contempt beyond reasonable doubt. This is now the proceeding where I have to decide if there is contempt beyond reasonable doubt. This is the proceeding where I analyse the evidence (given in the ACs’ show cause) and make a substantive finding of whether there was contempt. [60] If it were not so, taking P1P2’s argument to its natural conclusion, every time an alleged contemnor applies to set aside the leave Order, and fails, the alleged contemnor is already deemed to be in contempt. And at the contempt or show cause proceeding proper, the alleged contemnor is only permitted to argue mitigation issues to reduce the punishment to be meted out. I find that these limitations and such parameters cannot be the extent of our law of contempt. [61] I therefore find that P1P2’s argument—that I am bound by the Court Of Appeal’s Grounds Of Judgment to find that issuing the impugned letters are contemptuous acts—is not tenable. It is clear that the Court Of Appeal made a finding that there was a prima facie case for contempt, to warrant leave to be granted. But it is also clear that I have to hear and determine this contempt or show cause proceeding proper. I have to consider the charges levelled against the ACs, the evidence against them, the evidence given by the ACs in their show cause, and the legal principles relating to the issues arising. Page 16 of 43 The legal principles from case law authorities [62] There are several fundamental principles that I must be mindful to heed. One—when a case is pending (here: Suit 8), “it ought to be tried in the ordinary course of justice”. The “ordinary course of justice” means “the ordinary and unimpeded course of legal proceedings”. A contemptuous act includes an act done “to obtain a result of legal proceedings different from that which would follow in the ordinary course”—Attorney General v Times Newspapers Ltd [1974] AC 273 (HL). [63] Two—there are many ways of obstructing the Court or to pervert the course of justice. An example of such a contemptuous act is to use threats, by letters, to a party whose suit is pending—Pratap Singh & Anor v Gurubaksh Singh [1962] AIR 1172 (India SC). [64] Three—it can be a contempt of court “to obstruct the due administration of justice” by “unlawful threat or intimidation”. The “bringing of improper pressure” on a party to collateral proceedings can amount to contempt of Court—Y & Z v W [2007] NSWCA 329 (NSWCA). [65] Four—contempt of court can be “constituted by any conduct that tends to bring the authority of and the administration of the law into disrespect or disregard, or to interfere with or prejudice parties…during the litigation”. The law of contempt “is wide enough to cover not only those who are bound by the court order, but other parties who assist the disobedience to the court order”. A letter of demand issued through solicitors was found to have violated an injunctive order restraining that party from interfering with the performance of the duties of the directors of a company— Syed Kechik Holdings Sdn Bhd & Ors v Syed Gamal bin Page 17 of 43 Syed Kechik [2013] 8 MLJ 720 (HC); [2012] 1 CLJU 1074; [2012] MLRHU 1042; per Hasnah Hashim J (later FCJ). The clarity of the terms of the Order [66] Coming back to this issue about the clarity of the terms of the Order, I find that—

It is clear that the terms of the Order prohibit Goh, Ong and GCSeang from committing the Prohibited Acts, which I reiterate are:

taking any action in relation to P1P2 as directors of Global which would pre-empt the proper disposal of Suit 8, and

(ii) from interfering with Global’s management and affairs.

The meaning of the words in the three impugned letters and the purpose and effect of the letters—are also clear to me. The purpose and effect of the letters are that while the issues in Suit 8 are yet to be heard and determined, Goh, Ong and GCSeang—

terminated the SSA, which is a subject matter of Suit 8;

(ii) demanded for the return of P1P2’s resignation letters (as directors), so that their rights, power and position as Global’s directors are extinguished;

(iii) reserved their right to sue for cheating and unlawful misconduct—acts which were allegedly committed while they were Global’s directors;

(iv) put P1P2 on notice of their intention to take a Derivative Action in Global’s name for certain acts that include— Page 18 of 43

failing to pay for the shares that they bought (which is a subject matter of Suit 8 and an issue to be determined in Suit 8), and for the very act of filing Suit 8 against Goh and Ong in the first place;

failing to call for the EGM that Ong requisitioned and Goh gave a Special Notice for, which was to remove P1P2 as Global’s directors, which is a subject matter of Suit 8 and an issue to be determined in Suit 8; and

again, for filing Suit 8 and obtaining the Order. [67] I find that while the prohibitions in the Order are in force, and pending the determination of P1P2’s Application for an injunction in Enclosure 3—Goh, Ong and GCSeang, by writing the impugned letters— performed acts that are caught by the terms of the Order, namely they committed acts or steps to affect the proper disposal of Suit 8, and to affect the management of Global. These are acts or steps that are purposed to affect the due course of justice and the due legal process, in the context of Suit 8. Pertinent agreed facts [68] It is necessary to note at this juncture that two agreed facts are imperative for the determination of these contempt proceedings. One—it is an agreed fact that in all the ACs’ affidavits in the several earlier proceedings between the opposing parties—the ACs did not deny that they knew the terms of the Order. Not once did they raise the issue that they did not know, or did not comprehend, the terms of the Order. [69] Two—it is also an agreed fact that the termination of the SSA and the SHA will affect P1P2’s positions as Global’s directors. Page 19 of 43 Proper notice of the terms of the Order Case law [70] I glean the following binding principles from the Court Of Appeal case law authority of Saraswathy Kandasami v Datuk Saravanan a/l Murugan and another appeal [2021] MLJU 2667 (CA); [2022] 2 CLJ 202; [2022] 2 MLRA 641—

under Order 45 Rule 7(7) of the ROC, to enforce the Order against the ACs, the Court can, “if it thinks it just to do so”, dispense with the requirement to serve a copy of the Order on the ACs. This is exactly what the Court did here. Paragraph 3 of the Order provides that the personal service of the Order on Goh and Ong was dispensed with;

under Order 52 Rules 4(4) of the ROC, in contempt and committal proceedings, the Court can dispense with the personal service of the leave cause papers on the ACs;

the ACs are deemed to have notice or knowledge of the terms of the Order if they are represented by solicitors. [71] This last principle is not only binding on me, but to my mind, this principle makes legal and procedural sense because where the Court grants an injunctive Order (which the Court did here) and the ACs are represented by solicitors (which is the case here)—going into the hearing for the application for the injunctive Order and coming out of the hearing with an outcome on the application—the ACs should be deemed to know the terms of the Order that was granted. And then if the ACs disobey the Order, contempt and committal proceedings can ensue—without having to personally serve the Order and the leave cause papers on the ACs. Page 20 of 43 [72] The ACs cannot and should not be permitted to inordinately disregard their obligations under the Order by asserting that they do not know the terms of the Order just because they were not personally served with it. [73] The case law authorities guide me with the principle that when the alleged contemnor is represented by solicitors at the material time of the proceeding that produced the Order or Judgment alleged to have been disobeyed, the alleged contemnor is taken to know the terms of the subject Order or Judgment—Class One Video Distributors Sdn Bhd & Anor v Chanan Singh Sher Singh & Anor [1997] 5 MLJ 209 (HC); [1997] 3 CLJ 694; [1997] AMEJ 0053; [1997] 3 MLRH 33; per Justice Haidar Mohd Noor J (later CJM). [74] Applying Class One Video (supra), I am compelled to find that the ACs are deemed to know the terms of the Order because they were represented in the hearing and the proceeding where the Order was made. And, since the Order was made, the ACs did not deny that they knew the terms of the Order. [75] It is essential to note that the ACs appealed to the Court Of Appeal against the Order. This compels the finding that they knew the terms of the Order they appealed against. [76] Further, the case law authority of Plastech Industrial Systems Sdn Bhd v N & C Resources Sdn Bhd & Ors [2013] 10 MLJ 837 (HC); [2013] 9 CLJ 404; [2013] AMEJ 0166; [2014] 2 MLRH 231; per Justice Umi Kalthum Abd Majid J (later JCA)—fortifies the proposition that where an alleged contemnor is represented by solicitors, and who “must have been Page 21 of 43 given legal advice on every step” of the proceeding—the alleged contemnor is deemed to have “constructive knowledge and notice of the terms” of the Order concerned. The conduct of the non-party alleged contemnors [77] Concerning service of the Order on the non-party ACs, namely, GCSeang, GKHeong, and GCKheng—it is my view that it is understandable that after obtaining the Order, the Applicants: P1P2 would not know who else besides Goh and Ong (who are parties to Suit 8) they have to serve the Order on, to obligate compliance with the Order. Under such circumstances, it is the non-party ACs’ conduct (the acts they did, and the steps they took) that will show whether they knew or are deemed to know the terms of the Order. Goh, Ong and GCSeang [78] These are my findings on Goh, Ong and GCSeang. First, Goh and Ong were represented before the hearing, at the hearing and after the granting of the Order. Goh and Ong, while they were duly represented and advised, did not object to the term dispensing with the personal service of the Order on them. [79] Nevertheless, P1P2 served the Order on Goh and Ong’s solicitors. [80] Second, Goh and Ong were additionally represented by counsel, who was not from their solicitors’ firm, at the hearing when the Order was made. When Goh committed the allegedly contemptuous act of writing the impugned 12.3.2020 letter, he was represented and advised by solicitors and counsel. Page 22 of 43 [81] Third, when Goh, Ong and GCSeang committed the allegedly contemptuous act of jointly writing the impugned 18.3.2020 letter, they were represented and advised by solicitors. [82] Even before this impugned 18.3.2020 letter, GCSeang had affirmed his affidavit dated 11.2.2020 and filed it through his solicitors. He was indisputably already represented and advised by solicitors when he jointly issued the impugned 18.3.2020 letter with Goh and Ong. [83] Fourth, Goh testified in the show cause proceeding. Ong and GCSeang had it recorded that they rely on and agree to be bound by Goh’s testimony as their own show cause. [84] In the show cause examination (questioning), Goh admitted that—

in Goh, Ong and GCSeang’s impugned 18.3.2020 letter, they (the three of them) made specific reference to the Order, as well as specific reference to the terms of the Order;

he found out about the terms of the Order when he, Ong and GCSeang wrote the impugned 18.3.2020 letter, because their solicitors had explained the terms of the Order to him;

he, Ong and GCSeang wrote the impugned 18.3.2020 letter after a discussion with their solicitors. [85] I find that this portion of Goh’s show cause testimony is not favourable to Goh, Ong and GCSeang. They were advised by solicitors and yet they issued the joint impugned 18.3.2020 letter. Page 23 of 43 [86] Fifth, when it was put to him that he knew the case mounted against him when his, Ong’s and GCSeang’s solicitors replied to P1P2’s Notice To Show Cause—he answered Yes. [87] Sixth, Goh testified that after the Order was granted (on 14.1.2020) and before he issued his impugned 12.3.2020 letter, and before he, Ong and GCSeang issued their joint impugned 18.3.2020 letter—he only knew about the term that they were not to prevent P1P2 from entering the factory and they were not to go into the factory too. He asserted that he did not know the other terms of the Order which are the subject matter and the issue arising in this contempt proceeding. [88] I find it incredible that Goh, Ong and GCSeang were informed and advised only on the term about entry into the factory; that they were in the dark about the other terms relating to doing anything adverse about P1P2’s directorship in Global; or from interfering in any way with P1P2’s management of Global; or doing anything to affect in some way the proper hearing and determination of Suit 8. [89] Seventh, in the show cause questioning, Goh admitted that his Counterclaim in Suit 8 is about getting his Global shares back from P1P2. He admitted that Suit 8 is to get a Court Order for the return of his shares. He also admitted that the purpose of his impugned 12.3.2020 letter was for the same purpose of getting the shares back. [90] To my mind, this oral evidence constitutes Goh’s admission that his impugned 12.3.2020 letter relates to the subject matter and the merits of Suit 8. Put differently, in the context of the impugned act of offending Page 24 of 43 the Order, Goh’s impugned 12.3.2020 letter was issued to affect the merits of Suit 8. [91] I can see, without a doubt, that Goh’s purpose was to take a step, and perform an act—against P1P2 as directors of Global—which directly affects the proper disposal of Suit 8. It can also be held to be interfering with Global’s management and affairs. And I find that it does. [92] Further, in their letter replying to P1P2’s Notice To Show Cause, Goh and Ong did not deny that they knew the terms of the Order. [93] Furthermore, in Goh and Ong’s affidavits filed in this contempt and committal proceeding, they did not deny that they knew the terms of the Order. Instead, they specifically referred to the very terms of the Order and asserted that they did not disobey the Order, which disclosed that they knew the terms of the Order. [94] Eighth, concerning GCSeang—GCSeang too did not deny that he knew the terms of the Order. On the contrary, in his affidavit that was filed in the injunction proceeding (which led to the making of the Order), at paragraphs 2 and 3, GCSeang averred that he had “personal knowledge” of the facts and matters “herein” i.e. the facts and matters in Suit 8. He knew about Suit 8. And he knew about the injunction proceeding. He averred that he supported the holding of an EGM to remove P1P2 as Global’s directors and to replace them with Goh and GKHeong. [95] This, without a doubt, tantamounts to GCSeang endeavouring to interfere with P1P2’s position as Global’s directors. He was doing an act Page 25 of 43 and taking a step, (in the words of the Order) “in relation to or concerning” P1P2 as Global’s directors, thus offending the Order. [96] Ninth, through their solicitors, P1P2 issued the Notice To Show Cause to the ACs. The ACs, through their solicitors, issued reply letters (dated 31.3.2020). It is glaring that in these reply letters to the Notice To Show Cause, the ACs did not refute or deny that they knew the terms of the Order. [97] Tenth, before this contempt and show cause proceeding proper, P1P2 obtained the leave of Court to institute contempt proceedings against the ACs. Leave was granted (by Order dated 5.6.2020). In P1P2’s Affidavit In Support of the Leave Application—P1P2 expressly asserted that the ACs knew the terms of the Order. This assertion of fact was not denied or refuted. [98] The ACs jointly filed an Application to set aside the Leave Order. In their Affidavit In Support of the Application to set aside, the ACs did not refute that they knew the terms of the Order. And then again in their subsequent Affidavit In Reply to oppose this contempt and committal proceeding proper, the ACs did not refute that they knew the terms of the Order. [99] In this contempt and committal proceeding, the ACs take the position that the burden is on P1P2 to prove that they have brought the terms of the Order to the ACs’ knowledge. [100] I find this position to be evasive. It is trite that P1P2 have the burden to prove that the ACs knew the terms of the Order. But when P1P2 make Page 26 of 43 a positive assertion that the ACs knew the terms of the Order, the ACs evade the assertion. The ACs do not even deny that they knew the terms. They do not aver that they do not understand the terms. Or that the terms are vague or incomprehensible, so much so that they do not know what obligations they have under the Order. [101] Eleventh, on this issue of whether the ACs knew the terms of the Order, if the Order was not served personally on them—I am both guided and bound by the case law authority of Jasa Keramat Sdn Bhd v Monatech (M) Sdn Bhd [2001] 4 MLJ 577 (CA); [2001] 4 AMR 4241; [2001] 4 CLJ 549; [2001] 1 MLRA 602. In this case, the subject Order there was not served personally on one of the alleged contemnors. But it was served on his solicitors. [102] The applicant there stated that the alleged contemnor knew the terms of the subject Order; that he affirmed affidavits dealing with the subject Order; that the subject Order was served on his solicitors; and that the alleged contemnor did not deny that he knew the terms of the subject Order. The Court Of Appeal held that he knew the terms of the subject Order. The Court Of Appeal found him guilty of contempt. [103] And so, I have no reasonable doubt, and I find, that Goh, Ong and GCSeang knew, or ought to have known, the terms of the Order before Goh issued his impugned 12.3.2020 letter, and Goh, Ong and GCSeang jointly issued their impugned 18.3.2020 letter. [104] In other words, I find that Goh, Ong and GCSeang knew or were deemed to have known the terms of the Order. Page 27 of 43 GKHeong [105] These are my findings on GKHeong, who is a non-party AC. First, when GKHeong committed the allegedly contemptuous act of writing the impugned 11.3.2020 letter, he was advised by solicitors. [106] Second, in P1P2’s solicitors’ Notice To Show Cause to GKHeong—the terms of the Order were reproduced. A copy of the Order was enclosed. The impugned acts were specifically referred to. And he was asked to explain. [107] Third, in his reply to the Notice To Show Cause, through his solicitors’ letter (dated 31.3.2020)—he asserted that he did not breach the terms of the Order; he retorted that P1P2’s act of obtaining the Order was an abuse of the process of the Court and was itself a contempt of Court. [108] But GKHeong did not refute that he knew the terms of the Order. In other words, GKHeong did not assert or even imply that he did not know the terms of the Order. [109] Fourth, what is clear to me is that for GKHeong to assert that he did not breach the terms of the Order necessarily means that he knew the terms of the Order (which he asserted he did not breach). [110] Fifth, in his affidavit dated 14.7.2020—he averred that his solicitors advised him about the Order. He averred that “by any reasonable and sensible reading of the Order…there is indeed no basis for the Notice To Show Cause”. He also referred to his impugned 11.3.2020 letter and averred that his letter did not breach the terms of the Order. From these Page 28 of 43 averments, I find, beyond a reasonable doubt, that for him to be able to make such assertions, he must have known the terms of the Order. [111] Sixth, he also averred that he did not abet his uncle (Goh) to “destroy the substratum” of the inter partes hearing of the injunction application, or “to interfere with the due administration of justice”. I similarly find that for him to be able to swear that his impugned act did not destroy the substratum of the application and his impugned act did not interfere with the due administration of justice—necessarily meant that he knew the terms of the Order. He had, in effect, instructed his solicitors to write these averments for him to depose to. [112] Seventh, even though GKHeong is not a party in this Suit 8, he is one of the main protagonists in the whole dispute between the parties, which has spun multiple suits among them, including Suit 8. What is more, is that he was represented by solicitors at all material times. [113] Eighth, similar to his uncle (Goh), GKHeong testified during his show cause proceeding, that after the Order was granted (on 14.1.2020) and before he issued his impugned 11.3.2020 letter—he only knew about the term that he was not to prevent P1P2 from entering the factory. He asserted that he did not know the other terms of the Order which are the subject matter and the issue arising in this contempt proceeding. [114] I find it similarly incredible that GKHeong was informed and advised only on the term about entry into the factory; that he did not know about the other terms relating to doing anything adverse about P1P2’s directorship in Global; or interfering in any way with P1P2’s management Page 29 of 43 of Global; or doing anything to affect in some way the proper hearing and determination of Suit 8. [115] As such, I similarly have no reasonable doubt, and I therefore find, that GKHeong knew or ought to have known the terms of the Order before he issued his impugned 11.3.2020 letter. In other words, he knew or is deemed to have known the terms of the Order. THE ACs’ ARGUMENT—WRITING THE IMPUGNED LETTERS WAS HARMLESS [116] There are three impugned acts of writing three impugned letters. [117] The first letter is the impugned 11.3.2020 letter written by GKHeong to P1P2. This first impugned letter—

referred to the SSA dated 24.4.2019 between GKHeong and P1P2;

terminated that SSA;

demanded that P1P2 return the shares-transfer documents;

demanded that P1 resigns as Global’s director. [118] The second letter is the impugned 12.3.2020 letter written by Goh to P1P2. This second impugned letter—

referred to the SSA dated 7.8.2019 between Goh and P1P2;

terminated that SSA;

demanded that P1P2 return the shares-transfer documents;

demanded that P2 resigns as Global’s director. [119] The third impugned letter is the impugned 18.3.2020 letter jointly written by Goh, Ong and GCSeang to P1P2. This third impugned letter— Page 30 of 43

notified P1P2 that they intend to apply for the leave of Court to initiate a Derivative Action against P1P2 on Global’s behalf, on grounds that include—

P1P2’s failure to convene the EGM requisitioned by Ong, to remove P1P2 as Global’s directors and to appoint Goh and GKHeong as directors in their place. [120] The ACs argue that—

there was nothing wrong with writing these impugned letters;

writing these impugned letters was just the ACs exercising their legal rights and taking a position in this dispute between the two sides.

in fact, the contents of these impugned letters were consistent with Goh and Ong’s DACC filed in this Suit 8.

writing these impugned letters did not preempt or undermine the fair disposal of Suit 8. [121] I find, however, that this argument is untenable. As Goh and Ong have already filed their DACC, and instead of canvassing their DACC and waiting for the issues about the respective rights of the parties to be determined in this Suit 8 proceeding, the ACs chose to do acts and take positions which will affect and have a bearing on the merits of Suit 8. [122] For instance, terminating the SSAs will affect and bear upon P1P2’s rights as shareholders and directors of Global. Getting the shares-transfer forms back from P1P2 to Goh and GKHeong will affect and bear upon P1P2’s rights in the context of the dispute in Suit 8. And, convening an EGM to remove P1P2 and replace them with Goh and GKHeong will affect and bear upon the pivotal issues to be determined in Suit 8. Page 31 of 43 [123] I am of the view that writing the impugned letters will indeed affect and bear upon the determination of Suit 8. I find that it preempts and undermines the fair and proper disposal of Suit 8. [124] When I consider whether the ACs’ acts of writing the impugned letters breached the Order, I need not consider whether the acts have an actual or measurable effect on Suit 8. What I need to consider though is whether the impugned acts offend the terms of the Order. [125] And without a reasonable doubt, I find that they do. In other words, Goh, Ong, GCSeang and GKHeong breached the terms of the Order. Consequently, they are in contempt of Court. THE ACs’ ARGUMENT—WRITING THE LETTERS WAS NOT AN UNDUE INTERFERENCE WITH THE ADMINISTRATION OF JUSTICE [126] The ACs argue that the impugned letters do not affect the proper disposal of Suit 8. The impugned letters do not interfere with due process or the administration of justice. The ACs rely on the Federal Court case of Tan Sri Dato’ (Dr) Rozali Ismail & Ors v Lim Pang Cheong @ Goerge Lim & Ors [2012] 3 MLJ 458 (FC); [2012] 2 AMR 429; [2012] 2 CLJ 849; [2012] 2 MLRA 717; particularly at paragraphs [20] and [21]. [127] The Federal Court adopted the definition of contempt of court contained in Oswald’s Contempt Of Court (3rd Ed)—that contempt is “constituted by any conduct that tends to bring the authority and administration of the law into disrespect or disregard, or to interfere with or prejudice the parties, litigants, or their witnesses during the litigation”. Page 32 of 43 [128] The Federal Court also referred to Justice Brown J’s exposition on the power to punish for contempt in In Re HE Kingdon v SC Goho [1948] 1 MLJ 17; [1947] CLJU 87; [1947] 1 LNS 87—that the purpose that the inherent power to punish for contempt must be exercised, “is not to vindicate the dignity of the individual judge” or “the court itself”, but “to prevent an undue interference with the administration of justice in the public interest”. [129] The ACs argue that to justify a finding of contempt of court, the act of disobeying a Court Order must necessarily also be an act interfering with the administration of justice. In other words, P1P2 must not only show that the impugned acts are in breach of the Order, P1P2 must additionally show that the act of disobedience has to amount to an interference with the administration of justice. If it is not so shown, there is no contempt. [130] The ACs argue that the impugned acts did not actually or in fact have any adverse effect on the administration of justice. The ACs argue, for example—that the EGM was not actually or in fact held; and P1P2 did not actually or in fact get removed as directors. The impugned acts did not interfere with the administration of justice. And so, there can be no contempt. [131] I am not persuaded by this argument either. I set out the following pertinent paragraphs of the Federal Court’s Judgment in Tan Sri Dato’ (Dr) Rozali—particularly paragraphs [26] - [28]— [26] Contempt has been reclassified either as (1) a specific conduct of contempt for breach of a particular court order; or (2) a more general conduct Page 33 of 43 for interfering with the due administration or the course of justice. This classification is better explained in the words of Sir Donaldson MR in Attorney-General v Newspaper Publishing Plc at p 362: Of greater assistance is the reclassification as (a) conduct which involves a breach, or assisting in the breach, of a court order; and

any other conduct which involves an interference with the due administration of justice, either in a particular case or, more generally, as a continuing process, the first category being a special form of the latter, such inference being a characteristic common to all contempts per Lord Diplock in Attorney-General v Leveller Magazine Ltd [1979] AC 440 at p 449. [27] This reclassification was adopted by the Court of Appeal in Jasa Keramat Sdn Bhd v Monatech (M) Sdn Bhd [2001] 4 MLJ 577 (CA). [28] Hence, the law of contempt is wide enough to cover not only those who are bound by the court order, but other parties who assist the disobedience to the court order. It was reported in Attorney General v Times Newspapers Ltd [1973] 3 All ER 54 that a person, who knowingly impeded or interfered with the administration of justice in an action between two other parties, was guilty of contempt of court notwithstanding that he was neither named in any order of the court nor had assisted a person against whom an order was made. [emphasis mine] [132] I am hence of the view that the ratio decidendi is not that in current reclassified contempt law, to find contempt against an alleged contemnor for disobeying a Court Order, there is an additional requirement to prove beyond reasonable doubt that the impugned act must not only be disobeying the Court Order but additionally, the act must also separately amount to an act of interfering with the administration of justice. Page 34 of 43 [133] In other words, I am of the view that Tan Sri Dato’ (Dr) Rozali did not propound the ratio decidendi that as the law of contempt is reclassified into the two categories of (i)disobeying a Court Order; and (ii)interfering with the administration of justice, where the alleged contemnor is charged with disobeying a Court Order—there is an additional requirement to prove beyond reasonable doubt that the act must also be an interference with the administration of justice. [134] I agree that the Federal Court in Tan Sri Dato’ (Dr) Rozali (supra) propounded that there are two categories of contempt—(1) disobeying a Court Order, and (2)interfering with the due administration of justice. The second category is for when there is no injunctive Order (prohibitory or mandatory) i.e. either to prohibit a party from performing certain acts (like in our case here) or to order a party to perform certain acts. [135] Where there is no injunctive Order, the Court needs to evaluate whether the alleged contemnor’s conduct interferes with the due administration of justice. But where there is an injunctive Order, it suffices to prove that the alleged contemnor disobeyed the Court Order, since disobeying the Order is intrinsically an interference with the due administration of justice. [136] I hold the view that the very act of disobeying a Court Order is necessarily and inherently an act of interfering with the administration of justice. [137] If a Court Order prohibits a person from performing an act, but the person goes ahead to perform the prohibited act, that act of disobedience Page 35 of 43 is both an act which disobeys the Court Order as well as an act that interferes with the administration of justice. Likewise, if a Court Order orders a person to perform an act, and that person does not perform the act, that act of disobedience is both an act of disobeying the Court Order and an act that interferes with the administration of justice. [138] The ACs argue that whether there is an injunctive Order or there is no injunctive Order, writing the impugned letters does not undermine the fair disposal of Suit 8. They submit that everyone is entitled to demand his rights to reliefs and remedies, and to put his or her position across for the Court to determine. Also, the ACs did not threaten P1P2. The ACs used temperate language. [139] I hold that it is not necessary for me to consider the ACs’ conduct where there is no injunctive Order, as that circumstance is not applicable here. But where there is an injunctive Order (as here), my view is that if the ACs nevertheless chose to perform certain acts (here: write the impugned letters)—surely it is not open for the ACs to euphemise (reduce) the effect of their acts by submitting that their acts do not affect the purpose for which the injunctive Order was made (here: to preserve the status quo of the rights of the parties), and then to say that there was no breach of the Order. THE ACs’ ARGUMENT—GIVING NOTICE THAT THEY INTEND TO APPLY FOR LEAVE TO TAKE OUT A DERIVATIVE ACTION WAS NOT AN UNDUE INTERFERENCE WITH THE ADMINISTRATION OF JUSTICE [140] Goh filed an application for leave to commence a Derivative Action against P1P2 on Global’s behalf in Penang High Court Originating Page 36 of 43 Summons No. PA-24NCVC-359-06/2020 (OS359). GKHeong too filed another suit to get his shares back because he alleges that he was not fully paid for them. [141] The ACs submit that it is not contemptuous (they cannot be held to be in contempt, as they were merely exercising their legal rights) for them to file these suits. They argue that since filing these suits is not a contemptuous act, then writing the impugned letters before filing these suits cannot be contemptuous. [142] I comprehend the point of their argument, but I do not think that I should go beyond the parameters of the present charges levelled against the ACs here, which are—writing the three impugned letters. I need not think about whether filing the Derivative Action is contemptuous or not contemptuous. I should focus only on whether writing the impugned letters is contemptuous. I should only objectively consider the meaning of the terms of the Order and decide whether writing the impugned letters breached the terms of the Order. As such, there is no need for me to make a finding on this argument. Goh, Ong and GCSeang [143] Re Goh, Ong and GCSeang—as the pertinent terms of the Order are clear and unambiguous, I find that Goh’s act of issuing his impugned 12.3.2020 letter, and Goh’s, Ong’s and GCSeang’s joint act of issuing their impugned 18.3.2020 letter—are in breach of the Order. GKHeong [144] I similarly find that GKHeong’s act of issuing his impugned 11.3.2020 letter—is in breach of the Order. Page 37 of 43 GKCheng [145] As for GKCheng, these are my findings. First, it is agreed between the parties that GKCheng—in her affidavits (filed in the leave proceeding and this contempt proceeding) and her solicitors’ reply letter (dated 31.3.2020) to the Notice To Show Cause issued against her—did not refute that she knew the terms of the Order (just as it is with the other ACs). [146] P1P2’s charges against GKCheng include—

“unlawfully interfering with” Global’s affairs by giving instructions to Sinar Suria (SS) when she was no longer Global’s employee. (Global terminated her employment in February 2020. And SS was Global’s authorised forwarding and shipping agent.)

colluding with her parents (Goh and Ong), or acting on her parents' instructions or knowingly assisting them to disobey the Order. [147] Her impugned act is the alleged interference with Global’s management and affairs, specifically—

her act of signing the letter of indemnity dated 19.3.2020 (the impugned letter of indemnity) to clear certain containers of goods through Customs; and

her act of responding to Customs’ letter dated 18.3.2020 (instructing Global to clear the goods), by instructing SS to deal with the containers. [148] In her show cause testimony, GKCheng testified that— Page 38 of 43

she received a call from Customs concerning four containers—three of which belong to her company, and the fourth belonged to Global;

she no longer worked for Global, and did not want to deal with that fourth container;

she therefore asked Customs to issue two separate letters— one for her company’s three containers and the other for Global’s container;

she merely told SS to abide by Customs’ instructions. [149] It is an agreed fact that GKCheng was not advised by solicitors during the performance of the allegedly contemptuous acts she was charged with. [150] It is also agreed by P1P2 that the contempt proceeding against GKCheng is not for the first part of the Order i.e. it is not for taking any action concerning P1P2 as Global’s directors which would pre-empt the proper disposal of this Suit 8. It is only limited to the second part of the Order i.e. interfering with Global’s management and affairs. [151] The impugned letter of indemnity is P1P2’s evidence to prove the charges that GKCheng unlawfully interfered with Global’s affairs and that she colluded with her parents to assist them in disobeying the Order. But GKCheng also testified during her show cause that the signature on the impugned letter of indemnity was not hers. She testified on oath that she did not sign that letter. [152] P1P2, however, did not present any evidence to rebut her assertion. P1P2 did not present any evidence to compare the purported Page 39 of 43 signature on the impugned letter of indemnity and GKCheng’s signature signed on her affidavits. To the naked eye, the two signatures appear to be seriously different. [153] As such, I find that in her show cause proceeding, GKCheng raised a reasonable doubt that she signed the impugned letter of indemnity. [154] It is therefore my finding that the Applicants: P1P2—

failed to prove beyond a reasonable doubt that GKCheng unlawfully interfered with Global’s management and affairs by communicating with SS when Customs wanted the four containers cleared from the port. And from P1P2’s scant evidence, I have no reason to doubt that GKCheng suggested to SS to adhere to Customs’ directions; and

failed to prove beyond a reasonable doubt that GKCheng colluded with her parents (Goh and Ong), or acted on her parents' instructions, or knowingly assisted her parents to disobey the Order. [155] In summary, I find that P1P2 did not satisfy their burden of proving beyond reasonable doubt that GKCheng disobeyed the terms of the Order. CONCLUSION Re GKCheng [156] For GKCheng—I find that in the context of the charges levelled against her, GKCheng did not commit an act that breached the terms of the Order. On P1P2’s charges against her, I find that GKCheng is not in contempt of Court. Page 40 of 43 [157] As for costs, I order P1P2 to pay GKCheng costs of RM20K by 29.4.2024. Costs are subject to the allocatur. Re Goh, Ong, GCSeang and GKHeong [158] For Goh, Ong, GCSeang and GKHeong—for the reasons given above, I adjudge that Goh, Ong, GCSeang and GKHeong are guilty of contempt of Court for breaching the Order. Sentencing [159] I am of the judgment that the contempt respectively committed by Goh Choon Kim (NRIC particulars), Ong Ah Poh (NRIC particulars), Goh Choon Seang (NRIC particulars) and Goh Kim Heong (NRIC particulars) do not warrant an Order to immediately commit them to prison. It is my judgment that it is appropriate to fine them, and only if they fail to pay the fine that this committal Order will be executed to commit them to prison. [160] It is now ordered that for their respective contempts, Goh Choon Kim, Ong Ah Poh, Goh Choon Seang and Goh Kim Heong do stand committed to prison to be there imprisoned for a period of 24 hours, commencing at approximately 12.00 pm on 26.3.2024. [161] It is further ordered that this Order shall not be executed against any of the named contemnors if each of them pays a respective fine of RM30K each by 10.00 am on 26.3.2024. [162] As for costs, I order Goh, Ong, GCSeang and CKHeong to each pay P1P2 costs of RM20K by 19.4.2024. Costs are subject to the allocatur. Page 41 of 43 Postscript [163] The amounts of the fine that I am ordering against them are commensurate with the seriousness of the contempt and the effects of the contempt. [164] The amount of the fine that I have now ordered against them is a relatively low amount. This is because fortuitously, the three contemptuous letters did not have a serious effect on the prosecution of P1P2’s claim and the presentation of Goh and Ong’s DACC in this Suit 8. Those letters have not seriously jeopardised the canvassing and determination of Suit 8. The trial of Suit 8 is now, in any event, fixed to begin on 21.10.2024. Dated: 8 May 2024 KENNETH ST JAMES Judicial Commissioner Penang High Court Counsel/Solicitors: For the Plaintiffs: Karin Lim, A. Suppiah, Nicholas Lim, Khoo Ching Chiat, David Tan [Messrs. Presgrave & Matthews (Pulau Pinang)] Page 42 of 43 For the 1st and 2nd Defendants: M. Thayalan, Chong Jun Min, Lim Khai Sin, Syifa Irdina [Messrs. J A Yeoh) (Pulau Pinang)] For the 3rd Defendant: Vivianne Khoo Legislation referred to:

Order 45 Rule 7(4) of the Rules Of Court 2012

Section 206 of the Companies Act 2016

Order 45 Rule 7(7) of the Rules Of Court 2012

Order 52 Rule 4(4) of the Rules Of Court 2012 Cases referred to:

Tiu Shi Kian & Anor v Red Rose Restaurant [1984] 2 MLJ 313 (HC); [1984] 1 CLJ 325; [1983] 2 MLRH 69.

Tay Siew Kiat v Wan Leong Chai [2004] 3 MLJ 49 (HC); [2004] 5 AMR 248; [2004] 2 MLRH 168; [2004] CLJU 146.

Attorney General v Times Newspapers Ltd [1974] AC 273 (HL).

Pratap Singh & Anor v Gurubaksh Singh [1962] AIR 1172 (India SC).

Y & Z v W [2007] NSWCA 329 (NSWCA).

Syed Kechik Holdings Sdn Bhd & Ors v Syed Gamal bin Syed Kechik [2013] 8 MLJ 720 (HC); [2012] 1 CLJU 1074; [2012] MLRHU 1042.

Saraswathy Kandasami v Datuk Saravanan a/l Murugan and another appeal [2021] MLJU 2667 (CA); [2022] 2 CLJ 202; [2022] 2 MLRA

Page 43 of 43

Class One Video Distributors Sdn Bhd & Anor v Chanan Singh Sher Singh & Anor [1997] 5 MLJ 209 (HC); [1997] 3 CLJ 694; [1997] AMEJ 0053; [1997] 3 MLRH 33.

Plastech Industrial Systems Sdn Bhd v N & C Resources Sdn Bhd & Ors [2013] 10 MLJ 837(HC); [2013] 9 CLJ 404; [2013] AMEJ 0166; [2014] 2 MLRH 231.

Jasa Keramat Sdn Bhd v Monatech (M) Sdn Bhd [2001] 4 MLJ 577 (CA); [2001] 4 AMR 4241; [2001] 4 CLJ 549; [2001] 1 MLRA 602.

Tan Sri Dato’ (Dr) Rozali Ismail & Ors v Lim Pang Cheong @ Goerge Lim & Ors [2012] 3 MLJ 458 (FC); [2012] 2 AMR 429; [2012] 2 CLJ 849; [2012] 2 MLRA 717.

In Re HE Kingdon v SC Goho [1948] 1 MLJ 17; [1947] CLJU 87; [1947] 1 LNS 87.