Hr Music World Sdn Bhd v 1. ) Eileen Tan Ee Lin (WA-22NCvC-367-05/2021)

EILEEN TAN EE LIN (No. K/P: 880903-01-5202) [sebagai rakan kongsi dalam perkongsian perniagaan di bawah nama

BEH JENG KOOI (No. K/P: 850712-08-6457) [sebagai rakan kongsi dalam perkongsian perniagaan di bawah nama Dream Factory Entertainment Pendaftaran: … DEFENDAN-DEFENDAN [DALAM TINDAKAN ASAL] 03/09/2025 14:13:38 WA-22NCvC-367-05/2021 Kand. 85

EILEEN TAN EE LIN (No. K/P: 880903-01-5202) [sebagai rakan kongsi dalam perkongsian perniagaan di bawah nama

BEH JENG KOOI (No. K/P: 850712-08-6457) [sebagai rakan kongsi dalam perkongsian perniagaan di bawah nama Dream Factory Entertainment Pendaftaran: … PLAINTIF-PLAINTIF DAN HR MUSIC WORLD SDN BHD (No. Syarikat: 1143029-K) … DEFENDAN [DALAM TUNTUTAN BALAS] GROUNDS OF DECISION [Encl. 78: Notice of Application by the Defendants (Main Action) & Plaintiffs (Counterclaim) under Order 14A and/or Order 18 rule 19 (1) (a) & (b), Order 33 rule 2 & 5 and/or Order 92 rule 4 of the

This is an application by the Defendants in the Main Action and the Plaintiffs in the counterclaim filed on 9.8.2025 (Encl. 78) under Order 14A and/or Order 18 rule 19 (1) (a) & (b) and/or Order 33 rule 2 & 5 and/or Order 92 rule 4 of the Rules of Court 2012 (ROC 2012) for the following orders:

To determine a question of law that is “Whether the Plaintiff (main action) has the necessary locus standi to continue and maintain this suit when the Plaintiff’s name was struck off from the Company’s Registers of Companies Commission of Malaysia?” without a full trial; (Question of Law)

Further, if the answer to the above question is in the Negative and/or alternatively, the Amended Writ dated 28.12.2021 (Encl. 44) and the Amended Statement of Claim dated 27.12.2012 (Encl. 45) to be struck out against the Defendants;

Pending the disposal of this Application, all directions as to the filing of the witness statements on or before 12.8.2025 and the trial fixed from 2.9.2025 till 4.9.2025 be adjourned; and

Costs of this action.

The brief grounds of this application are reflected in the Affidavit in Support of Eileen Tan Ee Lin filed herein as follows:

When the Defendants was in the midst of preparing the witness statements the Defendants discovered from the Common Bundle of Documents (2) in respect of the Company’s search dated 12.12.2023 that the Plaintiff’s status as “Dissolved” when the Plaintiff’s name was struck off from the Company’s Registers of Companies

A further search shows the records of the Plaintiff’s name was struck off by a gazette on 5.5.2023;

Therefore, the Plaintiff is without locus standi to continue and maintain this action against the Defendants; and

If the Plaintiff is without locus standi, the Writ and Statement of Claim filed by the Plaintiff to be struck out against the Defendants.

The cause papers filed in pursuant to Encl. 78 are as follows:

Defendants’ Affidavit in Support of Eileen Tan Ee Lin filed on 9.8.2025 (Encl. 79);

Plaintiff’s Affidavit in Reply of Choy Mei Chee filed on 20.8.2025 (Encl. 80);

Defendants’ Written Submissions (Encl. 83) & Bundle of

Plaintiff’s Written Submissions (Encl. 81) & Bundle of Authorities (Encl. 82).

The Court heard parties in respect of Encl. 78 on 2.9.2025. The Court shall first deal with the Defendants’ submission to disregard the Affidavit in Reply (Encl. 80) pertaining to its late filing. The Court is mindful of O. 1A ROC 2012 having regard to the overriding interest of justice and not only to the technical non-compliance. Hence, the Affidavit in Reply (in Encl. 80) is to be allowed for the Court’s deliberation of Encl. 78. Brief Facts Leading to this Application.

The Defendants, Eileen Tan Ee Lin and Beh Jeng Kooi (sued as partners in Dream Factory Entertainment) in this suit are also the Plaintiffs in the counterclaim (Encl. 53). The Plaintiff HR Music World Sdn. Bhd. in the main action is also the Defendant in the counterclaim. This suit was rescheduled for trial from 2.9.2025 to 4.9.2025. The trial date of 1.9.2025 was vacated as this date was a replacement holiday for the National Day (31.8.2025).

During the case management date on 13.8.2025, the Court was informed of the filing of this Application in Encl. 78 on 9.8.2025 and the Affidavit in Support (Encl. 79) by the Defendants. The Defendants during their preparation of their witness statements discovered from a company search exhibited in the Common Bundle of Documents (2) (Part A) that the Plaintiff’s company status was recorded as ‘dissolved’.

The Defendants’ submissions in a nutshell are as follows:

The effect of a striking off/dissolution of a Company is that the Company ceases to exist in law, thereby losing its legal capacity to participate in proceedings. Consequently, the Plaintiff is in no position to affirm and file the Affidavit in Reply.

There was a delay and Plaintiff’s lackadaisical attitude in the filing of the Plaintiff’s Affidavit in Reply and Reinstatement Application ought to be disregarded, aggravates the prejudice caused and ought to be taken in the determination of this Application

Based on the reading of Order 14A and Order 33 rule 2 ROC 2012, this Court has the jurisdiction to determine a legal question.

The Court may strike out the Plaintiff’s Writ and Statement of Claim against the Defendants under Order 18 rule 19 (1) ROC 2012.

The Plaintiff has no locus standi to pursue or maintain any proceedings including the present suit which has been fixed for trial.

The Plaintiff in their reply submitted that Order 18 rule 19 ROC 2012 is not applicable in this case in respect of striking out of the Writ and the Statement of Claim.

The Plaintiff submits that Encl. 78 ought to be dismissed with costs. The brief submissions are as follows:

The Plaintiff has a cause of action to commence the legal proceedings against the Defendants as this is not a plain and obvious case. The Plaintiff had pleaded that this action was based on a Performance Contract dated 19.4.2019 between the Plaintiff and the Defendants for organising the Concert of the Korean Artist SF9 in Jakarta and Kuala Lumpur. The Plaintiff had paid USD 210,000 and bear the costs of preparation amounting to more than RM 1.7 million and the Defendants failed and/or negligent to performing their duties causing the Concerts to be cancelled unilaterally by FNC Entertainment. (paras. 23 – 27)

At the time when the action commenced, the Plaintiff company’s status was active until being informed of the Plaintiff’s company status as “dissolved” by the Defendants and the Plaintiff immediately filed an application to reinstate the Plaintiff into the Company’s registry thereby reviving the locus standi of the Plaintiff. (paras. 28, 29 & 31)

If an order is granted by Court to strike out this suit with liberty to refile, the Plaintiff will be prevented from refiling this suit as the time limit of 6 years would have set according to the Limitation Act 1953 (Act 253). The Plaintiff merely require additional time to obtain a Court order for reinstatement of the Plaintiff’s company and this is not prejudicial to the Defendants. Even when the Court finds that the Defendants were to be prejudiced, the Defendants may be compensated with costs. (paras. 32 & 33)

The Plaintiff’s action is not scandalous, frivolous and vexatious, or an abuse of the process of Court. (see the case of Abdul Rahim Abdul Hamid & Ors v. Perdana

The Plaintiff prays for the Defendants’ Application be dismissed with costs. (para. 43)

The law pertaining to striking out of a party’s pleading under Order 18 rule 19 of the Rules of Court 2012 is trite. It is only in a plain and obvious case that recourse should be had to the summary process under this rule.

This summary procedure should only be adopted when it can be clearly seen that a claim is on the face of it obviously unsustainable. It cannot be exercised by a minute examination of the documents and facts of the case, in order to see whether the party has a cause of action.

The Supreme Court in the case of Bandar Builder Sdn Bhd & Ors v. United Malayan Banking Corporation Bhd [1993] 3 MLJ 36 at p. 43 decided as follows: “The principles upon which the court acts in exercising its power under any of the four limbs of O. 18 r. 19 (1) RHC are well settled. It is only in plain and obvious cases that recourse should be had to the summary process under this rule (per Lindley M.R. in Hubbuck v. Wilkinson, Heywood & Clark Ltd. [1899] 1 QB 86, p. 91), and this summary procedure can only be adopted when it can be clearly seen that a claim or answer is on the face of it “obviously unsustainable” (see Attorney-General of Duchy of Lancaster v. L. & N.W. Ry. Co. [1892] 3 Ch. 274, CA). It cannot be exercised by a minute examination of the documents and facts of the case, in order to see whether the party has a cause of action or a defence (see Wenlock v. Moloney [1965] 1 WLR 1238; [1965] 2 All ER 871, CA). The authorities further show that if there is a point of law which requires serious discussion, an objection should be taken on the pleadings and the point set down for argument under O. 33 r. 3 (which is in para materia with our O. 33 r. 2 RHC) (Hubbuck v. Wilkinson) (supra). The Court must be satisfied that there is no reasonable cause of action or that the claims are frivolous or vexatious or that the defences raised are not arguable.”

Order 18 rule 19 ROC 2012 reads as follows: “Striking out pleadings and endorsements (O. 18, r. 19)

(1) The Court may at any stage of the proceedings order to be struck out or amended any pleading or the endorsement, of any writ in the action, or anything in any pleading or in the endorsement, on the ground that-

it discloses no reasonable cause of action or defence, as the case may be;

it is scandalous, frivolous or vexatious;

it may prejudice, embarrass or delay the fair trial of the action; or

it is otherwise an abuse of the process of the Court, and may order the action to be stayed or dismissed or judgment to be entered accordingly, as the case may be.”

The provision in Section 555 Companies Act 2016 (Act 777) regarding the Company reinstatement reads as follows: “Power of Court to reinstate struck off company into register. 555 (1) Any person who is aggrieved by the decision of the Registrar to strike off the company may, within seven years after the name of the company has been struck off, apply to the Court to reinstate the name of the company into the register.”

Order 14A Rules of Court 2012 (Disposal of Case on Point of Law) provides as follows: “Determination of questions of law or construction (O. 14A r. 1)

The Court may, upon the application of a party or of its own motion, determine any question of law or construction of any document arising in any cause or matter at any stage of the proceedings where it appears to the Court that -

such question is suitable for determination without the full trial of the action; and

such determination will finally determine the entire cause or matter or any claim or issue therein.

On such determination the Court may dismiss the cause or matter or make such order or judgment as it thinks just.

The Court shall not determine any question under this Order unless the parties have had an opportunity of being heard on the question.”

The Federal Court in the case of Lembaga Pembangunan Industri Pembinaan Malaysia v. Konsortium JGC Corp & Ors [2015] 6 MLJ 612 at p. 622 decided as follows: “[38] We begin by briefly discussing the mode of action, which alludes to O. 14A of the Rules. This order enables the High Court to determine any question of law or construction of documents arising in any cause or matter at any stage of the proceedings, where to the court such questions are suitable for determination without going through a full trial, and that determination will dispose of the entire matter. In order to do that it is crucial that all the necessary and material facts relating to the subject matter of the question have been duly proved or admitted. In a gist there are no substantial factual disputes left to be resolved. In the Malaysian High Court Practice 2001 Desk Edition at para. 14A. 1.3 the writers authored: The question of law or construction must be suitable to be determined without the full trial of the action. The test of whether the question of law or construction is ‘suitable’ to be determined under this order is whether all the necessary and material facts relating to the subject matter of the question have been duly proved or admitted. This postulates that there is no dispute or no further dispute exists as to the relevant facts at the time when the court proceeds to determine the question. The suitability of disposing of an action under this order depends entirely on whether the court can determine the question of law raised without a full trial of the action.”

Order 33 Rule 2 ROC 2012 reads as follows: “Time of trial of questions or issues (O. 33, r. 2)

The Court may order any question or issue arising in a cause or matter, whether of fact or law or partly of fact and partly of law, and whether raised by the pleadings or otherwise, to be tried before, at or after the trial of the cause or matter, and may give directions as to the manner in which the question or issue shall be stated.”

The Court of Appeal in the case of Petroleum Nasional Bhd v. Kerajaan Negeri Terengganu [2004] 1 MLJ 8 at p. 20, outlined the principles of Order 33 Rule 2 ROC 2012 as follows: “[16] Order 33 r 2 of the RHC states that the court may order any question or issue arising in any cause or matter, whether of fact or law or partly of fact and partly of law, and whether raised by the pleadings or otherwise, to be tried before, at or after the trial of the cause or matter, and may give directions as to the manner in which the question or issue shall be stated. The Federal Court in Palaniappa Chettiar v Sithabaram Chettiar & Ors [1982] 1 MLJ 186 agreed with the learned judge in holding that it would be convenient to try the preliminary issue, as if the contention of the respondents was upheld, that could conclude the whole proceedings and it would be unnecessary to try the other issues. In SI Rajah & Anor v Dato’ Mak Ron Kam & Ors [1993] 3 MLJ 741, Lim Beng Choon J, after considering a large number of authorities on the ambit of O 33 r 2 and its equivalent, stated that before deciding to allow the preliminary questions to be raised, the court must bear in mind the following observations:

as a general rule, the court will exercise its power under O 33 r 2 if and only if the trial of the question will result in a substantial saving of time and expenditure which otherwise would have to be expended should the action go to trial as a whole;

an order under the said rule should not be made in respect of matters which by reason of the obscurity either of the facts or the law ought to be decided at the trial of the suit;

preliminary points of law have been described as too often of so-called issues of fact, the justification is even harder to discern;

a preliminary question should be carefully and precisely framed so as to avoid difficulties of interpretation as to what is the real question which is being ordered to be tried as a preliminary issue.”

Order 92 rule 4 of the Rules of Court 2012 reads: “4. Inherent powers of the Court (O. 92 r. 4) For the removal of doubt it is hereby declared that nothing in these Rules shall be deemed to limit or affect the inherent powers of the Court to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the Court.”

I have read and perused the Affidavits in Support, Written Submissions and Authorities filed by the Plaintiff and Defendants. I have also considered the Oral Submissions and Arguments forwarded and articulated by the respective parties’ counsel.

The powers of the Court are wide under this Order 18 rule 19 ROC 2012. It may order a striking out or amendment of a pleading, and may order a stay or dismissal of an action or entry of judgment. In this application the Court must determine whether that the Writ & Statement of Claim (Encl. 1 & 2) is scandalous, frivolous, vexatious or an abuse of the process of the Court. Applying these legal principles, I am of the considered view that Encl. 45 per se is not an abuse of the process of the Court. Nevertheless, this is a plain and obvious case for striking out the Writ and Statement of Claim as the Plaintiff failed to meet the threshold of locus standi. The Court is mindful that this matter ought to be dealt with expeditiously, efficiently and effectively in the interest of justice. Pleadings, Application and Documents Filed.

For ease of reference, the relevant contemporaneous documents, reference and dates can be gleaned from the table below:

15.2.2022 4 Amended Reply

The Court shall deal with the determination of a legal question based on the provision in Order 14A and Order 33 ROC 2012 as follows:

the material facts have been duly proved or admitted;

the question is suitable for determination without a full trial; and

such determination will fully and finally dispose of the cause or matter, or the issues therein.

The issue of locus standi raised in Encl.78 is the threshold of this suit which is also fundamental and jurisdictional. The issue goes to the very root of the validity of the suit. Needless to say, the determination of the Question of Law will therefore conclusively dispose of the entire proceedings without the need to try other issues.

The Question of Law for the Court’s determination without the requirement of a full trial is as follows: “Whether the Plaintiff has the necessary locus standi to continue and maintain this Suit when the Plaintiff has been struck off from the Companies Register of the Commission

The material facts pertaining to the Question of Law where the Plaintiff had been struck off from the Register of Companies and its dissolution was gazetted on 5.5.2023, is not disputed by the Plaintiff. This is further admitted through the Plaintiff’s own action in filing the Reinstatement Application on 12.08.2025. Be that as it may, there was no evidential record adduced by the Plaintiff on the said application to the Court to reinstate the name of the company into the register under Section 555 of the Companies Act 2016 (Act 777).

Until and unless reinstatement is granted by the Court, the Plaintiff company remains dissolved with no legal capacity to sue as reflected in the Amended Statement of Claim (Encl. 45) or to be sued as reflected in the Amended Defence and Counterclaim (Encl. 53). Therefore, the Plaintiff cannot maintain this suit in the light of the dissolution of the Plaintiff’s company.

In view of this undisputed fact, the Question of Law framed as to whether the Plaintiff, in its dissolved status has the requisite locus standi to maintain this Suit, is clearly suitable for determination by this Court.

The issue of locus standi of a litigant goes to the very root of the action. If a party lacks locus standi, the action cannot be sustained and its determination will conclusively disposed of the entire case or matter without the need for a full trial.

I am of the considered view that since the facts relating to the Plaintiff’s locus standi are undisputed, hence the Question of Law is proper for the determination by this Court.

The relevant part of the Corporate Information dated 12.12.2023 (Exhibit E1 of Encl. 79) and 6.8.2025 (Exhibit E2 of Encl. 79) are as follows: Name: HR MUSIC WORLD SDN. BHD.

The relevant part of the search on Company Registration Number 1143029 made relating to the Status of Application to Strike-off a Company under s. 308 of the Companies Act 1965 and under s. 550 of the Companies Act 2016 reveals as follows: Company Number: 1143029-K New Registration Number: 201501017697 Company Name: HR MUSIC WORLD SDN. BHD. Date of Notice 308 (1)/551 (1): 17.3.2023 Date of Notice 308 (2)/551 (1): 20.3.2023 Date of Notice 308 (4): 20.4.2023 Date of Gazette (2), 308 (4)/551 (3): 5.5.2023 Gazette Number: 11556.

The High Court in the case of Loke Kooi Chuan Properties Sdn Bhd v. Lee Kwee Foh Sdn Bhd [2013] 1 LNS 462 decided as follows: “4. It is trite law that the dissolution of a company ends its legal personally and status. For all intents and purposes, the defendant company has ceased to exist. Needless to say, it cannot file any action or be sued as it has no legal status. A company that has been dissolved can only be revived by resort to section 307 of the Companies Act

No evidence was adduced that any attempt has been made to revive the company as such.”

The High Court in the case of Public Bank Bhd v. G.M.P. Masyhur Sdn Bhd [2024] MLJU 3088, when determining the locus standi of a struck off company in maintaining an ongoing appeal, decided as follows: “[8] A company that is dissolved no longer exists. When a company is incorporated, it becomes a legal entity. As a legal entity, it can attain legal rights and incur legal liabilities. It can sue and it can be sued. But when a company is dissolved, it stops being a legal entity. It ceases to exist. It is extinguished. It no longer has any legal rights, as it no longer has any legal identity.” Summary of Court’s analysis.

The Court makes the following findings:

the Court shall determine the Question of Law as formulated in prayer (1) of Encl. 78;

the Question of Law is answered in the negative;

the Amended Statement of Claim dated 27.12.2012 (Encl. 45) to be struck out against the Defendants, consequently the counterclaim (in Encl. 53) is also struck out;

prayer (3) is deemed academic;

In the absence of locus standi, the Plaintiff’s suit cannot be maintained as the status of the Plaintiff is dissolved as of 5.5.2023. Section 551 (3) of the Companies Act 2016 (Act 777) provides as follows: “(3) The Registrar shall publish the name of the Company which has been struck off in the Gazette and upon publication in the Gazette, the company shall be dissolved.”

The suit is struck out and the trial dates of 2 - 4 September 2025 to be vacated.

Based on the reasons adumbrated above, the Defendants’ (in the main suit) and Plaintiffs’ (in the Counterclaim) Application in Encl. 78 is hereby allowed in respect of prayers (1) and (2). Prayer (3) is struck off as Encl. 78 has been disposed of. Each party to bear their own costs. Dated: 2 September 2025 sgd. ………………………………………….. (EDDIE YEO SOON CHYE) Judge Commissioner High Court of Malaya Kuala Lumpur Counsel for the Plaintiff: Yong Hui Ying & Wong Joon Wye Messrs. JW Wong & Partner Kuala Lumpur. Counsel for the Defendants: Lai Yee Fan, Fyiona Lai Phik-Wy & Wong Yin Mei Messrs. Fyiona, Lai & Dennis Thong Kuala Lumpur.