Chan Eng Leong v Goh Kooi Cheng (P-02(IM)(NCvC)-642-04/2024)

BETWEEN GOH CHOON KIM

ONG AH POH

GOH CHOON SEANG

GOH KIM HEONG (NRIC NO.: 830416-07-5595) …APPELLANTS

CHONG BEE CHOO …RESPONDENTS In the High Court of Malaya at Georgetown Civil Suit No.: PA-22NCVC-8-01/2020 between

Chan Eng Leong (NRIC No.: 740302-07-5475)

Chong Bee Choo (NRIC No.: 740309-07-5312) …Plaintiffs and

Goh Choon Kim (NRIC No.: 610901-07-5201) 21/03/2025 09:53:43

Ong Ah Poh (NRIC No.: 620317-07-5148)

Global Tobacco Manufacturers (International) Sdn Bhd (Company No..: 200301030247 (632667-V) …Defendants HEARD TOGETHER WITH IN THE COURT OF APPEAL MALAYSIA IN PUTRAJAYA (APPELLATE JURISDICTION)

BETWEEN

CHONG BEE CHOO …APPELLANTS AND GOH KOOI CHENG (NRIC NO.:870607-35-5334) …RESPONDENT In the High Court of Malaya at Georgetown Civil Suit No.: PA-22NCVC-8-01/2020 between

Chan Eng Leong

Chong Bee Choo …Plaintiffs and

Goh Choon Kim (NRIC No.: 610901-07-5201)

Ong Ah Poh (NRIC No.: 620317-07-5148)

Global Tobacco Manufacturers (International) Sdn Bhd (Company No..: 200301030247 (632667-V) …Defendants CORAM: SUPANG LIAN, JCA. LIM CHONG FONG, JCA. AHMAD FAIRUZ BIN ZAINOL ABIDIN, JCA. GROUNDS OF JUDGMENT INTRODUCTION [1] These are appeals against a contempt of court order made by the High Court. [2] All the parties involved here are individuals and it is convenient to address them by their names here as follows:

Goh Choon Kim (“GCK”);

(ii) Ong Ah Poh (“OAP”);

(iii) Goh Choon Seang (“GCS”);

(iv) Goh Kim Heong (“GKH”);

Goh Kooi Cheng (“GKC”)

(vi) Chan Eng Leong (“CEL”) and

(vii) Chong Bee Choo (“CBC”). [3] We heard the appeals (Appeal 490 and Appeal 642) together on 2nd September 2024 and thereafter adjourned our decision to deliberate on the submissions advanced by the parties. [4] After having so deliberated, we furnish hereinbelow our decision together with the supporting reasons. BACKGROUND [5] GCK, OAP and GCS are majority members of Global Tobacco Manufacturers (International) Sdn Bhd (“GTM”) who collectively among themselves hold 55% of the share capital of GTM. [6] GKH is also a member of GTM who holds 15% share capital prior to the disposal of his shares as vendor to Natural Transforms Sdn Bhd (“NT”) as purchaser pursuant to a share sale agreement dated 24th April

CEL and CBC are the shareholders of NT. [7] By a further share sale agreement dated 7th August 2019 (“Share Sale Agreement”), GCK sold his shares in GTM to CEL and CBC. [8] As a result of the aforementioned Share Sale Agreement, CEL and CBC are appointed as directors of GTM. [9] Subsequently, GCK and GKH by notice dated 16th December 2019 requisitioned for CEL and CBC to be removed as directors of GTM. [10] Upon receiving the aforementioned requisition notice, CEL and CBC instituted Penang High Court suit no. PA-22NCVC-8-01/2020 (“Suit”) for declaratory and injunctive relief against GCK, OAP and GTM to prevent their removal as directors of GTM. [11] Furthermore, CEL and CBC applied for an interlocutory injunctive order pending the disposal of the Suit. [12] By consent of the parties, the High Court on 14th January 2020 granted an ad-interim order in favour of CEL and CBC (“Injunction Order”). The Order is reproduced below in Bahasa Malaysia: [13] Subsequently, GCK by letter dated 12th March 2020 to CEL and CBC terminated the Share Sale Agreement and demanded resignation of OAP as director and for the return of all related documents including share certificate. [14] In addition, GKH by letter dated 11th March 2020 to NT (a non-party to the Suit) also terminated the Share Sale Agreement and demanded resignation of CEL as director and for the return of all related documents including share certificate. [15] GCK, OAP and GCS (also a non-party to the Suit) thereafter by letter dated 18th March 2020 issued their notice of intended commencement of derivative action on behalf of GTM to CEL and CBC premised upon the actions of CEL and CBC as director that allegedly constitute various violations of the law. [16] Consequently, CEL and CBC through their solicitors issued a notice to show cause dated 26th March 2020 to GCK, OAP, GCS, GKH as well as GKC and Sinar Suria Forwarding & Shipping Sdn Bhd for breach of the Injunction Order. [17] GCK, OAP, GCS, GKH as well as GKC and Sinar Suria Forwarding & Shipping Sdn Bhd through their solicitors responded by letter dated 31st March 2020 denying that they committed contempt of court. [18] That notwithstanding, CEL and CBC applied to the High Court and on 5th June 2020 obtained leave to apply for an order of committal against GCK, OAP, GCS, GKH as well as GKC and Sinar Suria Forwarding & Shipping Sdn Bhd. Upon obtaining leave, CEL and CBC on 12th June 2020 applied for the order of committal accordingly. [19] As a result, GCK, OAP, GCS, GKH as well as GKC and Sinar Suria Forwarding & Shipping Sdn Bhd applied to set aside the leave as well as to strike out the application by CEL and CBC for an order of committal. [20] The High Court on 10th March 2021 allowed the aforementioned applications made by GCK, OAP, GCS, GKH as well as GKC and Sinar Suria Forwarding & Shipping Sdn Bhd. [21] On appeal by CEL and CBC, the Court of Appeal on 18th May 2022 allowed the appeal and remitted the application for an order of committal to be re-heard by the High Court. IN THE HIGH COURT [22] Upon the re-hearing of the application for an order of committal that took place over 12 sessions, the High Court on 18th March 2024 found GCK, OAP, GCS and GKH guilty of contempt of court and imposed a fine of RM30,000.00 against each of them to be paid before 10am on 26th March 2024, in default imprisonment for 24 hours commencing at 12.00pm on 26th March 2024. Costs of RM20,000.00 was also order to be paid by each of them by 19th April 2024 to CEL and CBC subject to allocator. However, the High Court dismissed the application for an order of committal against GKC and costs of RM20,000.00 was ordered to be paid to him by CEL and CBC subject to allocator (“Committal Order”). [23] In support of the Committal Order, the learned Judicial Commissioner held as follows in the detail grounds of judgment (“GOJ”) which have been reported as Chan Eng Leong & Anor v. Goh Choon Kim & Ors [2024] CLJU 959. We substantially reproduce the GOJ hereinbelow since this has been referred to us to a large extent in the course of the appeal: “[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 "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. [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. … 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. Red Rose Restaurant[1984] 1 CLJ 325; [1984] 2 MLJ 313 (HC); [1983] 2 MLRH 69; per Justice Wan Mohamed J. [46] These principles were adopted in Tay Siew Kiat v. Wan Leong Chai [2004] CLJU 146; [2004] 3 MLJ 49 (HC); [2004] 5 AMR 248; [2004] 2 MLRH 168; 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 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". [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. [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. … 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. 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 [2022] 2 CLJ 202; [2021] MLJU 2667 (CA);[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. [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. … 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. [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. [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

Put differently, in the context of the impugned act of offending 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 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 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 CLJ 549; [2001] 4 MLJ 577 (CA); [2001] 4 AMR 4241; [2001] 1 MLRA

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. 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 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 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 … [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. [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] 2 CLJ 849; [2012] 3 MLJ 458 (FC); [2012] 2 AMR 429; [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". [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; [1947] CLJU 87; [1947] 1 LNS 87; [1948] 1 MLJ 17—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 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 (b) 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 CLJ 549; [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. [133] In other words, I am of the view that Tan Sri Dato' (Dr) Rozalidid 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 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 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. 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—

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 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. [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. 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.” [24] GCK, OAP, GCS and GKH are dissatisfied with part of the Committal Order against them and accordingly on 19th March 2024 lodged their appeal to the Court of Appeal (Appeal 490). [25] CEL and CBC likewise are dissatisfied with part of the Committal Order that exonerated GCK and accordingly also on 16th April 2024 lodged their appeal to the Court of Appeal (Appeal 642). FINDINGS OF THIS COURT [26] For purposes of both appeals, the learned Judicial Commissioner made the Order in exercise of discretion pursuant to Order 52 rule (2) of the Rules of Court 2012 that provides:

“Committal for contempt of Court (O 52 r 2) The Court, may on the application of any party to any cause or matter or on its own motion, make an order for committal in Form 107.” We are therefore guided generally by the case of ECM Libra Investment Bank Bhd v. Foo Ai Meng & Ors [2013] 5 MLJ 59 (CA) where Hamid Sultan Abu Backer JCA held as follows with emphasis added by us: “[7] …

It is well settled that the appellate court will not ordinarily interfere with the exercise of discretion of a trial court in relation to procedural and/or interlocutory matters [see Gary v. Garrett (1878) Ch. D. 473].

The appeal relates to an interlocutory procedural order and exercise of discretion. It is well settled that in an appeal against the exercise of discretion by a judge, the initial function of the appellate court is one of review only, there being no original discretion vested in the appellate court. It is for the appellant to demonstrate that an error in the exercise of discretion has indeed occurred and it is also one of the categories of cases where appellate interference is warranted [see Wah Bee Construction Engineering v. Pembenaan Fungsi Baik Sdn Bhd [1996] 3 CLJ 858; Majlis Peguam Malaysia & Ors v. Raja Segaran a/l Krishnan [2002] 3 MLJ 155].” [27] We will accordingly deal with Appeal 490 first followed by Appeal 642. APPEAL 490 [28] The charge levied against GCK and GKH is that they individually breached paragraphs 1(a)(i) & (ii) and 1(b) of the Injunction Order by their respective issuance of the letter of termination of the Share Sale Agreement. Additionally, the charge levied against GCK, OAP, GCS and GKH together is on the notification to the directors of GTM of their joint intention to apply for leave of Court under s. 347 Companies Act 2016 to initiate derivative action against the directors for their various violations of the law. [29] Counsel for GCK, OAP, GCS and GKH firstly contended that the hearing of the application for an order of committal only took 10 instead of 12 sessions as wrongly attributed by the learned Judicial Commissioner. More pertinently, the learned Judicial Commissioner had conducted the committal proceedings in a manner that is prejudicial to the contemnors. In this regard, the applicants were subjectively and disproportionately afforded latitude and indulgence in the course of the hearing such as prior furnishing the Court a list of questions for examination of the contemnors but not to the counsel of the contemnors, limiting re-examination of the contemnors by counsel to clarification only and not affording the contemnors the right to mitigate the sentence. Reliance is made on the case of Hammerton v. Hammerton [2007] EWCA Civ. 248. In addition, the learned Judicial Commissioner also refused the application of counsel for the note recording transcript on 7th June 2024 on directions given by the learned Judicial Commissioner. Consequently, there is a clear and serious denial of natural justice that ultimately occasioned a miscarriage of justice. [30] Moreover, counsel for GCK, OAP, GCS and GKH contended that learned Judicial Commissioner failed to find that the applicants discharged their burden of proof beyond reasonable doubt that the terms of the Injunction Order are clear and unambiguous as well as that the contemnors had proper notice of the terms and thereafter breached the terms of the Injunction Order. [31] In this regard, the provision in paragraphs 1(b) and 2 of the Injunction Order are too wide and imprecise without specifying any particular act that is restrained. The knowledge of the terms of the Injunction Order does not amount to knowledge that particular acts by the contemnors that these acts are prohibited by the Injunction Order. In any event, these acts are neither illegal actions or interfering with the management and affairs of GTM which pre-empted the disposal of the Suit in any way. The applicants’ position as directors of GTM have not been affected too. The acts by the contemnors are merely their taking a legal position and/or making an election on the status of the Share Sale Agreement between the parties, particularly since the contemnors have not been paid for their shares. [32] Counsel for CEL and CBC retorted that the learned Judicial Commissioner had full discretion to the procedure to be adopted in the committal proceedings. The list of questions sought by the learned Judicial Commissioner is for the purpose of filtering out any irrelevant and unrelated questions being pursued to expedite the proceedings in the interest of justice because the charge of contempt of court should not be left prolonged hanging over the head of the contemnors. Moreover, the procedure adopted was not objected by opposing counsel. As to the questions that were permitted to be asked by the applicants, the answers given by the contemnors were re-examined by opposing counsel. Additionally, the proceeding was not a bifurcated hearing on both liability and sentence, thus all relevant evidence ought to have been adduced by the parties. That notwithstanding, the contemnors did not request for mitigation of sentence after they were found and pronounced guilty as charged. There is consequently no denial of natural justice caused to the contemnors. [33] In respect of the terms of the Injunction Order, they were neither uncertain nor vague. No attempt of clarification was made by the contemnors if the terms of the Injunction Order are indeed so, see Rotta Research Laboratories S.p.a. & Anor v. Ho Tack Sien & Anor [2019] 7 CLJ 113. It was in fact a consent order and the contemnors are represented by solicitors at all material times. In the premises, the contemnors must have known the terms of the Injunction Order and be bound by them. [34] As to the contempt proceedings, we noted that the following agreed facts were recorded as follows: “If the Share Sale Agreement is terminated, there is no more rights as a shareholder and as a director.” as well as “Parties agreed that CEL became a director from the rights that he acquired from the Share Sale Agreement and the shareholders agreement. If the Share Sale Agreement is terminated, CEL’s right as director and his position as a director is adversely affected.” See also paragraphs [68] and [69] GOJ. [35] Hence, the learned Judicial Commissioner thereafter in his discharge of his judicial duty has fully understood the charge, duly appraised considered the facts and evidence and properly found the contemnors guilty as charged beyond reasonable doubt. An appropriate sentence was then meted out. [36] Upon our review, we firstly find that there is no pre-fixed procedure set out in Order 52 Rules of Court 2012 on the conduct of the hearing of the contempt of court proceedings. That notwithstanding, natural justice must necessarily be accorded to the parties. [37] Thus, in respect of the complaint that the learned Judicial Commissioner cut down and excluded certain of the examination questions of the applicants, we do not find that that is prejudicial to the contemnors. Furthermore, and since the applicants themselves have no objections to the exclusion, we find there is no denial of natural justice here. As to the limited re-examination of the contemnors alluded by the contemnors, we find they are mere assertions only. Unless and until the questions that have been specifically rejected by the learned Judicial Commissioner are drawn to our attention, we are unable to make any meaningful finding that the contemnors were indeed prejudiced. Pertaining to the alleged denial of provision of the transcript on 7th June 2024 by the contemnors, we are again unable to conclude that that per se had prejudiced them. If those are indeed material, the same transcript recorded by the contemnors’ solicitor could have been produced to satisfy us on the injustice caused. [38] Secondly, we have carefully read the Injunction Order particularly paragraphs 1(b) and 2 thereof and do not find them imprecise, vague or ambiguous. Objectively, the contemnors should know what action they must and/or must not do in light of the terms of the Injunction Order. We are also not convinced that the contemnors had no notice of the Injunction Order at the material time. Consequently, we agree with the findings of the learned Judicial Commissioner set out in paragraphs [49] to [50] as well as paragraphs [98] to [115] of the GOJ. The contemnors’ knowledge of the terms of the Injunction Order is a finding of fact by learned Judicial Commissioner which is unassailable, particularly by reason that the evidence involved is partly oral dependent on the demeanour of the witnesses. There is hence no appealable error here. [39] In the premises, we also agree with the findings by the learned Judicial Commissioner set out in paragraphs [77] to [97] of the GOJ that the respective actions of the contemnors particularly sending out the three letters dated 11th March 2020, 12th March 2020 and 18th March 2020 constituted acts of contempt of court. We are satisfied that terminating the Share Sale Agreement and convening the EGM will bear upon and influence the rights of CEC and CBL in the Suit especially in light of the agreed facts set out in paragraph [34] above. These three letters are, in our view, not innocuous but would pre-empt and undermine the determination of the Suit as found by the learned Judicial Commissioner in paragraph [123] of the GOJ. [40] Also, upon our review of paragraphs [99] to [144] of the GOJ in entirety, we are thirdly satisfied that the learned Judicial Commissioner has properly evaluated the charge, facts and evidence adduced and correctly found the contemnors guilty of contempt of court beyond reasonable doubt. In a nutshell, the learned Judicial Commissioner found that the contemnors disobeyed the Injunction Order; hence interfered with the administration of justice. There is, in other words, no appealable error that warrants appellate intervention. [41] As to the sentence imposed by the learned Judicial Commissioner on the contemnors, we have accordingly reviewed paragraphs [159] to [164] of the GOJ. The contemnors were not imprisoned but merely fined. In spite that has been no mitigation made by the contemnors, we do not however find that the fine sentence meted is excessive and disproportionate to the gravity of the charges made against the contemnors. There is therefore no miscarriage of justice here that warrants appellate intervention. [42] Put simply, we do not find that the learned Judicial Commissioner had wrongly exercised his discretion in committing GCK, OAP, GCS and GKH for contempt of court and thereafter meting out the sentence imposed pursuant to Order 52 rule (2) of the Rules of Court 2012. APPEAL 642 [43] This is the appeal by CEL and CBC against the decision of the learned Judicial Commissioner finding that GKC did not breach the Injunction Order; thus, GKC was not in contempt of court. GKC is the daughter of GCK and OAP and a former employee of GTM. [44] GKC was charged with contempt of court by way of unlawful interference with the affairs of GTM by giving instructions to Sinar Suria Forwarding & Shipping Sdn Bhd on the handling of containers on behalf of GTM without authority because she is no longer an employee of GTM at the material time. According to CEL and CBC, this is cogently evidenced by GKC signing a letter of indemnity dated 19th March 2020 to clear certain containers of goods through Customs as well as responding to the Custom’s letter dated 18th March 2020 by instructing Sinar Suria Forwarding & Shipping Sdn Bhd to deal with the Customs. Furthermore, GCK knowingly assisted her parents in so doing based on the circumstantial evidence at that material time. Thus, GKC breached the Injunction Order by getting herself involved in GTM’s management and affairs. [45] The allegations of interference in the management and affairs of GTM has been denied by GKC. In particular, she strenuously maintained that she did not sign the letter of indemnity dated 19th March 2020 to clear certain containers of goods through Customs. [46] The learned Judicial Commissioner in paragraph [149] as well as very pertinently in paragraphs [151] to [155] of the GOJ held that GKC has not committed contempt of court because CEL and CBC failed to prove that the aforesaid impugned letter of indemnity is signed by GKC; particularly in the absence of expert evidence to rebut GKC's denial. [47] Upon our review, the onus of proof that GKC signed the impugned letter of indemnity rests on CEL and CBC. We refer to the recent case of Tang Ah Lik @ Tan Teik Yong & Ors v. Tan Ah Ba [2025] 1 MLRA 27 CA. Also, it is trite law that the genuineness of the signature in the impugned letter of indemnity and accordingly the admissibility and weight of its contents is a finding of fact of the trial court which would not be readily disturbed by the appellate court. Without reliance on this critical impugned letter of indemnity, we agree with the learned Judicial Commissioner that CEL and CBC have not, in the circumstances, proved that GKC committed contempt of court beyond reasonable doubt as so alleged by them. [48] Consequently, we again find there is no appealable error that warrants intervention by us. In other words, we do not find that the learned Judicial Commissioner had wrongly exercised his discretion to acquit GKC for contempt of court pursuant to Order 52 rule (2) of the Rules of Court 2012. CONCLUSION [49] For the foregoing reasons, we unanimously dismiss Appeal 490 with costs of RM25,000.00 subject to allocator as well as Appeal 642 with costs of RM 15,000.00 subject to allocator. The decision of the High Court dated 18th March 2024 is affirmed. Dated this 7th February 2025 Sgd. LIM CHONG FONG JUDGE COURT OF APPEAL LIST OF COUNSELS:

Thayalan A/L Muniandy;

Chong Jun Min; and

Lim Khai Sin. Solicitors for the Appellants in Appeal 490 & Respondent in Appeal 642 MESSRS. JA YEOH Advocates & Solicitors, Suite 15-1 (Penthouse Lower), Menara Penang Garden, No. 42A, Jalan Sultan Ahmad Shah 10050 Pulau Pinang. Counsel for the Respondents in

Karin Lim Ai Ching;

Suppiah A/L Arumugam;

Nicholas Lim Wei Jian; and

David Tan Hong Kai. Solicitors for Respondents in Appeal 490 And Appellants in Appeal 642 MESSRS. PRESGRAVE & MATTHEWS Advocates & Solicitors, 1st Floor, No.2, Beach Street, 10300 Pulau Pinang. STATUTE/LEGISLATION REFERRED TO: O. 52 rule 2 Rules of Court 2012. CASES REFERRED TO: ECM Libra Investment Bank Bhd v. Foo Ai Meng & Ors [2013] 5 MLJ 59; Hammertion v. Hammerton [2007] EWCA Civ. 248; Rotta Research Laboratories S.p.a. & Anor v. Ho Tack Sien & Anor [2019] 7 CLJ 113; and Tang Ah Lik @ Tan Teik Yong & Ors v. Tan Ah Ba [2025] 1 MLRA 27 CA.