Tan Chin Siea v Kerk Su Chyi (BA-24NCvC-1595-07/2025)

TAN CHIN SIEA

LEE KOK SUN

LIM KIAN AIK (NO. K/P: 710525-10-5769) [KETIGA-TIGA PLAINTIF ADALAH AHLI-AHLI PERSATUAN PING PONG SELANGOR (DEFENDAN KE-19 DI SINI) YANG MENGAMBIL TINDAKAN UNDANG-UNDANG INI UNTUK DAN/ATAU BAGI MANFAAT PERSATUAN PING PONG SELANGOR] …PLAINTIF-PLAINTIF

KERK SU CHYI

PANG SHAW LEONG

CHOO SIM GUAN

WONG SAI WEI

CHOONG JAVEN

CHONG YOU LIANG

SAM YUK SIONG

PANG LEE FENG

CHAN KOON HAR

PHILLIP NGEW

TEOH CHEAP CHEE

LOW YEN CHYI

CHIA NYOKE FAH

YEP YOKE FAI

CHAI KIAN BENG

YAP CHUI BENG

CHARLES NGEW

NG CHEE KIONG

PERSATUAN PING PONG SELANGOR (NO. PENDAFTARAN 0031/98) …DEFENDAN-DEFENDAN [DI MANA DEFENDAN-DEFENDAN PERTAMA HINGGA DEFENDAN KE-18 ADALAH DIDAKWA SECARA INDIVIDU DAN/ATAU DALAM KAPASITI MEREKA SEBAGAI KONONNYA AHLI JAWATANKUASA DAN/ATAU “OFFICE BEARER” DAN/ATAU WAKIL PERSATUAN PING PONG SELANGOR]

This is an Originating Summons filed by the Plaintiffs, who are members of Persatuan Ping Pong Selangor (“the Association”), seeking declarations to invalidate the Annual General Meeting (“AGM”) of the Association held on 3 May 2025, to set aside the election of the council members for the 2025 to 2027 term, and to challenge the Show Cause Letters dated 30 June 2025 issued thereafter.

The Plaintiffs frame the present action as a derivative action brought on behalf of the Association. The Plaintiffs contend that the AGM was improperly conducted, that certain individuals who participated in the meeting were not valid members of the Association, and that the council elected at the AGM was therefore invalid.

The Defendants oppose the application. The Defendants contend that the dispute concerns the internal affairs of a sports association and falls within the dispute resolution framework provided under the Sports Development Act 1997. The Defendants further maintain that the AGM was properly conducted and that the election of the council members was valid.

After considering the affidavits filed and the submissions of the parties, I dismiss the Originating Summons with cost and below are my reasons.

Persatuan Ping Pong Selangor is a sports association registered under the Sports Development Act 1997. The Plaintiffs are members of the Association. Prior to the events giving rise to this action, the Plaintiffs were the council members of the Association’s committee for the 2023 to 2025 term, with the 1st Plaintiff serving as President, the 2nd Plaintiff as Vice President, and the 3rd Plaintiff as Secretary.

The 1st to 18th Defendants are individuals who are said to have been elected as members of the council of the Association for the 2025 to 2027 term at the AGM held on 3 May 2025. The 19th Defendant is the Association itself.

On 3 May 2025, the Association held its AGM. During that meeting, elections were conducted for the appointment of members of the council for the 2025 to 2027 term.

During the course of the meeting, objections were raised by the Plaintiffs concerning the membership status of certain individuals who were present at the meeting. The Plaintiffs took the position that these individuals were not valid members of the Association under the constitution and therefore ought not to participate in the meeting.

The Plaintiffs further took the position that the meeting ought to be adjourned in order to resolve the issue concerning the membership status of those individuals before the meeting could proceed. This decision was allegedly made unanimously without objection as reflected in the minutes prepared by the 3rd Plaintiff. Further, Plaintiffs alleged that there was “inclusion of strangers” present at the AGM identified as individual not having a valid membership (one Mr Khor allegedly the husband of the present treasurer).

The Defendants dispute this. The Defendants maintain that no valid adjournment of the AGM took place and that the meeting proceeded with the members who remained present. The meeting continued and elections were conducted, resulting in the election of the 1st to 18th Defendants as members of the council for the 2025 to 2027 term.

After the AGM, Show Cause Letters dated 30 June 2025 were issued to the Plaintiffs by the Association acting through the council elected at the AGM. The letters required the Plaintiffs to explain their conduct following the AGM and their continued challenge to the legitimacy of the newly elected council.

The Plaintiffs subsequently filed the present Originating Summons seeking declarations to invalidate the AGM, to set aside the election of the council, and to challenge the Show Cause Letters issued. Issues to be Determined

The issues arising for determination may be summarised as follows:

Whether the Plaintiffs have locus standi to bring the present proceedings as a derivative action.

Whether the Plaintiffs were required to first pursue the dispute resolution procedures provided under the Sports Development Act 1997.

Whether the AGM held on 3 May 2025 was invalid.

Whether the participation of alleged non-members rendered the AGM invalid.

Whether the meeting was required to be adjourned and whether the failure to adjourn invalidated the AGM.

Whether the election of the council members for the 2025 to 2027 term should be set aside.

Whether the Show Cause Letters dated 30 June 2025 are invalid.

The Plaintiffs submit that the present proceedings are properly brought as a derivative action on behalf of the Association. The Plaintiffs rely on the decision of the Court of Appeal in Tai May Chean v New Way Capital Sdn Bhd & Anor [2020] 12 MLJ 471 and submit that a derivative action is permissible where the alleged wrongdoers control the entity and the entity would therefore be unlikely to bring proceedings in its own name.

The Plaintiffs contend that the newly elected council now controls the Association and would not permit the Association to challenge the validity of the AGM or the election of the council. The Plaintiffs therefore submit that they are entitled to bring the present action on behalf of the Association.

The Defendants, however contend that the present dispute concerns the internal affairs of a sports association and that the Plaintiffs cannot circumvent the statutory framework provided under the Sports Development Act 1997 by framing the present proceedings as a derivative action.

I have considered the parties’ submissions. I agree that the principles governing derivative actions were explained in Tai May Chean. However, that case concerned a company governed by company law.

The present case concerns a sports association governed by the Sports Development Act 1997. The dispute raised by the Plaintiffs concerns the conduct of the AGM and the election of the council. These are matters relating to the internal affairs of the Association.

In my view, the Plaintiffs cannot rely on the concept of a derivative action to bypass the statutory framework provided under the Sports Development Act 1997.

In the case of Chin Mee Keong v Pesuruhjaya Sukan [2007] 2 MLRA 1 (CA), the Court of Appeal (majority) held that while judicial review is generally unavailable if an alternative remedy exists (like the appeal to the Minister under Section 21 or referral under Section 24), the exhaustion of alternative remedies is a matter for the substantive hearing and should not be used to shut out a case at the “leave” stage.

I also refer to the case of Datin Dr Nik Sarina Lugman Hashim v Dato Mohamed Moiz b Jabir Md Ali Moiz (2021) MLRHU 2150, where the High Court struck out a suit challenging the validity of a club’s presidency and contracts, ruling it was an “internal management matter.” The Court held that under Sections 23 and 24 of the Sports Development Act, such disputes must first be resolved internally (e.g., via an EGM) or through the Sports Dispute Committee. The Court held that bypassing these procedures and commencing court proceedings directly amounted to an abuse of the court process.

Section 23 of the Sports Development Act 1997 provides that disputes arising amongst members of a sports body or between members and the sports body are to be resolved in accordance with the internal procedures of the sports body.

For ease of reference, Section 23(1) of the Sports Development Act 1997 provides: “Every sports body shall resolve any dispute arising amongst its members or between a member and the sports body in accordance with the internal procedures prescribed in the regulations made under this Act.”

Section 24 further provides that where such disputes cannot be resolved through the internal procedures of the sports body, the matter may be referred to the Sports Dispute Committee.

In the present case, the dispute raised by the Plaintiffs concerns the validity of the AGM and the election of the council. These are plainly disputes arising amongst members of the Association and between members and the governing body of the Association.

On the material before the Court, there is no evidence that the Plaintiffs first pursued the procedures provided under the Sports Development Act 1997 before commencing the present proceedings.

While the jurisdiction of the Court is not ousted, the existence of a statutory dispute resolution framework is a significant factor. Members of a sports association should ordinarily pursue the mechanisms provided under the Act before seeking relief from the Court.

The principle that a party must first resort to the statutory procedure provided by Parliament before seeking relief from the Court is well established. In Pasmore v Oswaldtwistle Urban District Council [1898] AC 387, the House of Lords held that where a statute creates a right and provides a specific remedy for its enforcement, the party seeking relief must pursue the statutory remedy.

The same principle has been recognised in Malaysian jurisprudence. In Bungsar Hill Holdings Sdn Bhd v Damansara Realty Bhd [2019] 4 CLJ 429, the Court reaffirmed that where Parliament has provided a statutory mechanism for the resolution of a particular dispute, parties should not circumvent that mechanism by resorting directly to civil proceedings.

More recently, the Federal Court in 7-Eleven Malaysia Sdn Bhd v Ashvine Hari Krishnan [2023] 4 CLJ 895 emphasised that the existence of a statutory dispute-resolution framework must be respected, and that parties cannot bypass such procedures merely by framing their claim as a civil action.

Applying those principles to the present case, I am satisfied that the dispute raised by the Plaintiffs falls within the type of disputes contemplated under the Sports Development Act 1997.

In the circumstances, I agree with the Defendants that the present proceedings were commenced prematurely.

Even if I am wrong on that preliminary issue, I am not persuaded on the merits that the Plaintiffs have established grounds to invalidate the AGM.

The Plaintiffs submit that the constitution of the Association is binding upon all members and should be interpreted in the same manner as a written contract.

I accept the general proposition that the constitution of an association constitutes a binding arrangement between the association and its members and that the principles governing contractual interpretation apply to such documents.

However, the question before the Court is whether the Plaintiffs have established that the provisions of the constitution were breached in a manner that invalidates the AGM.

On the evidence before the Court, the Plaintiffs have not established such breach with sufficient clarity.

The Plaintiffs contend that certain individuals who attended the AGM were not valid members of the Association. The Plaintiffs argue that these individuals were not entitled to participate in the meeting and that their participation affected the validity of the election of the council.

The Plaintiffs have explained in their affidavits the basis of their allegations concerning the membership status of these individuals.

However, these allegations are disputed by the Defendants. The Defendants maintain that the individuals in question were valid members of the Association and were entitled to attend the meeting.

On the affidavit evidence before the Court, these matters remain disputed questions of fact. I am not satisfied that the Plaintiffs have established that the individuals concerned were not valid members or that their participation rendered the AGM invalid.

A central contention of the Plaintiffs is that the AGM ought to have been adjourned once the issue concerning the membership status of several individuals was raised during the meeting. The Plaintiffs submit that the continuation of the meeting in the face of that objection rendered the proceedings irregular and the election of the council invalid.

The Plaintiffs further submit that although the constitution of the Association does not expressly provide for the adjournment of a general meeting, the chairperson of the meeting nevertheless possesses an inherent power to adjourn the meeting where circumstances so require. Counsel for the Plaintiffs relies on authorities concerning the conduct of meetings which recognise that the chairman of a meeting has the power to adjourn proceedings where it is necessary for the proper conduct of the meeting or where the meeting cannot fairly proceed.

In particular, reliance was placed on the decision in Byng v London Life Association Ltd [1990] Ch 170, where the court recognised that a chairman may adjourn a meeting where the circumstances make it necessary to do so for the orderly and fair conduct of the meeting. The Plaintiffs submit that once the issue of the membership status of certain individuals was raised, the chairman ought to have adjourned the meeting in order to resolve that issue before the meeting proceeded further.

The Plaintiffs further contend that the chairman at the material time was the 1st Plaintiff, who was then the President of the Association. According to the Plaintiffs, the 1st Plaintiff had indicated that the meeting ought to be adjourned until the issue concerning the membership status of the disputed individuals could be resolved. The Plaintiffs argue that the subsequent continuation of the meeting despite that position rendered the proceedings irregular.

The Defendants dispute this account. The Defendants submit that no valid adjournment of the AGM took place. The Defendants contend that although objections were raised during the meeting, no resolution was passed to adjourn the AGM and the meeting proceeded with the members who remained present. According to the Defendants, the mere expression of a view that the meeting should be adjourned does not amount to an adjournment of the meeting.

The Defendants further submit that the constitution of the Association does not contain any provision that allows the chairperson unilaterally to adjourn the AGM in the manner alleged by the Plaintiffs. The Defendants argue that the meeting could only be adjourned in accordance with the procedures recognised by the constitution or by a decision of the meeting itself. In the absence of such decision, the AGM was entitled to proceed.

Having considered the parties’ submissions and the authorities cited, I accept the general principle that the chairman of a meeting may in appropriate circumstances adjourn the meeting for the proper conduct of the proceedings. However, the existence of such power does not mean that an adjournment in fact took place in the present case.

On the affidavit evidence before the Court, the parties present conflicting accounts of what transpired during the AGM. The Plaintiffs maintain that the meeting ought to have been adjourned because of the dispute concerning the membership status of certain individuals. The Defendants maintain that the meeting was not adjourned and that the members present proceeded with the AGM.

The materials before the Court do not establish that a resolution was passed to adjourn the meeting or that the meeting was in fact adjourned. In those circumstances, even if the chairperson possessed a power to adjourn the meeting, the Plaintiffs have not demonstrated on the evidence that the AGM was in fact adjourned or that the continuation of the meeting thereafter rendered the AGM invalid.

Accordingly, I am not persuaded that the Plaintiffs have established that the AGM was invalid on the basis that the meeting ought to have been adjourned.

The Plaintiffs place considerable reliance on the presence of an individual identified as Khor at the AGM. The Plaintiffs contend that Khor was not a member of the Association and was therefore not entitled to attend or participate in the meeting. According to the Plaintiffs, the presence of Khor further supports their contention that the AGM was improperly conducted and should be invalidated.

The Defendants dispute this allegation. The Defendants explain that Khor attended the AGM as an authorised representative of Persatuan Ping Pong Daerah Petaling (“PJTTA”). The Defendants rely on a letter of authorisation issued by PJTTA appointing Khor to attend the AGM on behalf of that association. The Defendants therefore submit that Khor’s presence at the meeting was not that of an outsider but that of a representative of a district association affiliated to the Association.

I have considered the affidavit evidence placed before the Court on this issue. The materials before the Court show that the Defendants exhibited a letter issued by PJTTA authorising Khor to attend the meeting as its representative. The Plaintiffs dispute the validity of that authorisation and maintain that Khor was nevertheless not entitled to participate in the meeting.

However, the affidavit evidence before the Court does not establish that Khor participated in the meeting in a manner that affected the validity of the proceedings. There is no clear evidence that Khor exercised any voting rights at the AGM or that his presence had any bearing on the outcome of the election of the council members.

In those circumstances, even if the Plaintiffs dispute the propriety of Khor’s attendance at the meeting, the materials before the Court do not demonstrate that his presence affected the quorum of the meeting or the validity of the decisions taken at the AGM.

Accordingly, on the material before the Court, I am not satisfied that the presence of Khor at the AGM rendered the meeting invalid or provides a sufficient basis to set aside the election of the council members for the 2025 to 2027 term.

The Plaintiffs further allege that the purported new council did not come to Court with clean hands. The Plaintiffs contend that the Defendants acted dishonestly in proceeding with the AGM despite the objections raised by the Plaintiffs concerning the membership status of certain individuals. According to the Plaintiffs, the Defendants were aware that the participation of those individuals was disputed but nevertheless continued with the meeting and subsequently asserted the validity of the election of the council members.

The Plaintiffs also submit that the Defendants’ conduct in proceeding with the AGM and thereafter issuing Show Cause Letters to the Plaintiffs demonstrates that the Defendants were acting in their own self-interest as the purported newly elected council.

The Defendants deny these allegations. The Defendants maintain that the AGM was conducted in accordance with the procedures of the Association and that the objections raised by the Plaintiffs during the meeting did not result in any valid adjournment of the AGM. The Defendants further contend that the individuals whose participation is challenged by the Plaintiffs were valid members of the Association and were therefore entitled to attend the meeting.

I have considered the parties’ respective submissions on this issue. Allegations of dishonesty are serious in nature and must be supported by clear and cogent evidence. On the affidavit evidence before the Court, the dispute between the parties concerns the interpretation and application of the Association’s constitution, in particular the question of whether certain individuals were valid members and whether the AGM ought to have been adjourned.

The materials before the Court do not demonstrate that the Defendants deliberately acted in bad faith or dishonestly in proceeding with the meeting. The evidence shows that the parties held differing views on the status of certain members and on how the meeting should proceed once those objections were raised.

In my view, the matters raised by the Plaintiffs disclose a dispute between members of the Association regarding the conduct of the meeting and the interpretation of the Association’s rules. Such disagreement, without more, does not establish dishonesty on the part of the Defendants.

In those circumstances, I am not satisfied that the Plaintiffs have established that the Defendants acted dishonestly in conducting the AGM or in asserting the validity of the election of the council members. The Plaintiffs’ allegation that the Defendants did not come to Court with clean hands therefore does not provide a basis for granting the reliefs sought in the present proceedings.

The Plaintiffs also challenge the validity of the Show Cause Letters dated 30 June 2025.

However, that challenge is consequential upon the Plaintiffs’ challenge to the validity of the AGM.

Once the challenge to the validity of the AGM fails, there is no basis to invalidate the actions taken by the council elected at that meeting, including the issuance of the Show Cause Letters.

For the reasons set out above, I find that the Plaintiffs have not established any proper basis to invalidate the AGM held on 3 May 2025 or to set aside the election of the council members for the 2025 to 2027 term.

The Plaintiffs also failed to pursue the dispute resolution procedures provided under the Sports Development Act 1997 before commencing the present proceedings.

Accordingly, the Originating Summons is dismissed with costs of RM8,000 to the Defendants as a group, subject to the allocator. Dated this: 4th March 2026 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Representative: For the Plaintiffs : Justin Voon together with Iris Lim Messrs Justin Voon Chooi & Wing For the Defendants (except for 11th Defendant) : Alliff Benjamin Suhaimi together with Phoebe Loi Yean Wei Messrs Thomas Philip For the 11th Defendant :