Q : So, by leaving out those, what will be your rights on all the other assets as listed-out above? A : Firstly, all those other properties shall remain as assets of all the said Companies [42] This Court also dismissed the application to claim ownership of the two vehicle, Toyota Land Cruiser and Toyota Fortuner respectively bearing registration Nos WVL 3881 and PJL 1800 because both are registered in the name of the Companies. This evidence is undisputed and has been confirmed by RH that it is for the use of the Company and not for personal purposes. [43] It is clear that enforcement against company property or dealings with the company cannot be confused and mixed together with an application under Section 76 LRA 1976. As an example, this court refers to the case THEYNARASI A/P SELAMBARAM V PERIASAMY A/L CHINNAPPAN & ANOR [2019] MLJU 558, held; 24 “In this instance it is my considered view that her claim regarding the issues of revenue of the palm estate and poultry farm business is outside the ambit of section 76(1) LRA. Claims on profit ought to be put forward at a separate civil forum and not in the family court. It is at the former avenue that PW must establish her right to the revenue of those said businesses. At this forum, it is to determine her entitlement to matrimonial assets pursuant to a divorce proceeding as mandated under section 76 (1) LRA. PW’s claim on this issue is dismissed.” [44] In YAP SOO KEAN V PHANG CHEE WAI (SIEW OOI SEONG, CO-RESPONDENT) [2022] MLJU 2975, held that: “(iv)Briefly, it is trite law that a company’s assets (movable or immovable) are assets belonging to the company and not the members, shareholders, or directors. These companies listed in PW’s arguments are not parties to this JS proceeding. These companies named are separate legal entities with their own artificial legal persona. The legal reality is that the only thing the parties own are the shares of these companies and nothing more. Whether those shares control the well-being and benefits of these companies are separate legal issue outside the parameters of the present forum. Attempting to deliberate it here in the current proceedings connote an overstretching exercise and undoubtedly will be unsustainable. At this juncture, allegations of impropriety in the bleeding of company assets are merely speculative, bare averments, and misplaced.” [45] It is trite in law that companies are creatures of statute with their own artificial persona as a separate legal entity that can sue and be sued, able to deal with assets and also subject to statutory liability. All company affairs must be determined by the company's own management. On that basis, the Court did not accept PW's complaint that RH was trying to get rid of and confiscate the company's property. This is because the company's property 25 belongs to the company and it is up to the shareholders or company board members to manage it. On that basis, the Court dismissed the claim related to the salary that should be paid by the company and also the issue of PW's removal from the Company. The allegations of mishandling of companies’ properties by the PW are strictly companies’ internal managements and not within the confines of the LRA 1976. PW's remedy is not under Section 76 LRA 1976. To do so would be against the intention of Section 76 LRA 1976. [46] The principle of separate legal entity is explained in the case of YEAP LILY V. CHONG CHEE MING [2023] CLJU 1019; [2023] 1 LNS 1019, held “[7] With regard to the companies owned by the Respondent, the Petitioner sought from the Respondent, several documents, such as reports of shares sale, statements of bank accounts, audit reports and current annual statement of the companies ("the Company Documents"), namely Vibrant Shine Sdn Bhd, Vibrant Cash Sdn Bhd, CMS Secretarial & Tax Sdn Bhd, Vibrant Tiara Sdn Bhd, My Corporate Tax Sdn Bhd, and My Taxation Sdn Bhd ("the Companies"). In addition, the Petitioner had sought discovery of documentation pertaining to properties owned by Vibrant Shine Sdn Bhd and Vibrant Cash Sdn Bhd. [8] It is a well-established legal principle that a company is a separate legal entity distinct from its members and shareholders. Consequently, as a general rule, shareholders are not entitled to assert ownership rights over the assets of a company. [9] Upon careful examination of the affidavits filed for the purpose of this Application, it was evident that the Petitioner's intention behind seeking the Company Documents was to determine the value of the Respondent's shares in the Companies. However, it was crucial to note that the Company Documents are not indispensable for this purpose. [10] It appeared, therefore, that the Petitioner had mistakenly proceeded on the assumption that the Respondent's shares in the Companies are 26 automatically considered matrimonial assets, eligible for division and distribution upon the dissolution of the marriage” Counter-claim [47] The issue raised is that RH never made a counterclaim regarding the disposal of the 3 matrimonial property. In this case, the sale of 3 matrimonial properties (Lot 713, Lot 714 and No 2, Jalan USJ 3/ 4Y, 47600, Subang Jaya happened during the proceedings and was only known after the search was made and PW never revealed it in Court, but admits it when asked. The RH demanded that half of the proceeds of the sale be handed over to him. These matrimonial properties cannot be disposed of during the trial of this case. [48] PW raised the issue that it was appropriate because the money was not used for personal purposes but to redeem the matrimonial properties which also resulted from RH's actions. In this regard, there have been facts and evidence before the Court that there has been a violation of Section 76 of the LRA 1976. Can this Court turn a blind eye? [49] This Court looks at the answer/reply to the Divorce Petition filed by the RH. There is an application by RH ‘for other relief that the Court deems appropriate.” Based on that relief, this Court decided that the Court could make this order because it is clear that it has violated Section 76 of the LRA 1976 and also that the properties are matrimonial property that cannot be disposed of for any reason whatsoever before the trial is completed or concluded. 27 [50] The Court found that there was a confession from PW with the excuse of redeeming the mortgaged house and also because of financial constraints due to RH's failure to provide maintenance. Since this fact only arises during the trial, the court can still decide it based on the inherent jurisdiction of the court and general relief as it was decided in the case of ANANTH A/L KALYANASUNDRAM v NALINESWARI A/P PUTHIRAN [2013] MLJU 1658; [2013] MLRHU 260. The Court has decided that: “secara khususnya tuntutan-tuntutan yang dikemukakan oleh responden tersebut tidak diperuntukkan di bawah Akta Membaharui Undang-Undang (Perkahwinan dan Perceraian) 1976 sebagai perkara-perkara yang perlu diputuskan oleh Mahkamah apabila membenarkan pembatalan perkahwinan atau permohonan pembubaran perkahwinan (perceraian). Tuntutan-tuntutan tersebut lebih bersifat suatu tindakan guaman di atas perlakuan torts salah nyata (misrepresentation) atau kemungkiran kontrak. Mahkamah telah menimbangkan setiap tuntutan itu dan membuat dapatan ke atasnya di atas kuasa-kuasa inheren yang ada pada Mahkamah dalam membuat perintah-perintah konsekuential yang difikirkan sesuai dan adil seperti mana yang dipohon di prayer akhir oleh responden dan pempetisyen dalam jawapan kepada petisyen dan di dalam petisyen tersebut.”(emphasis added) [51] In SOO LINA v NGU CHU CHIONG (CHONG OI KHIUM IRENE, CO-RESPONDENT) [1994] 2 MLJ 139, held that: “ The Respondent in a petition for divorce need not file a separate petition to commence the proceedings. The answer to the petition of the petitioner would be regarded as the petition of the respondent for the purpose of obtaining relief under the Act. So, a respondent's answer to a petition which contained allegations of any of the four facts in s 54(1) as causing or leading to the breakdown of the marriage is a matter for the court to have regard to in determining the relief sought by the respondent as if his answer to the petition is a petition by him 28 for the dissolution of his marriage with the original petitioner on the ground that the marriage had irretrievably broken down. This is to avoid a multiplicity of proceedings.” (penekanan ditambah) [52] Returning to the action of PW who did not explain this issue, but instead came to her own conclusion that she was entitled to the proceeds of the sale of the property is unacceptable. In the case of GOVERNMENT OF THE STATE OF NEGERI SEMBILAN & ANOR V YAP CHONG LAN & ORS [1984] 2 MLJ 123, held that: “3. (3) A person seeking remedy in equity must come with clean hands. It was clear that the defendants had been in breach of the Code punishable under s 425 thereof. The defendants could not be said to have come with clean hands.” [53] In EASTERN PROPERTIES SDN BHD HAMPSTEAD CORPORATION SDN BHD [2007] 6 CLJ 538 at page 547, held that the Plaintiff, by failing to disclose the fact that the Defendant has no intention to extend the contract period due to dissatisfaction with the Plaintiff’s performance which constituted a breach of contract and rendered the Plaintiff an “contract breaker”, has not come to the court with clean hands: “[14] It is beyond argument that equitable doctrines are not to be dealt with in a rigid fashion. They are by their very nature flexible and meant to be applied in such a fashion as produces a just result on the facts and circumstances of a given case. Bur there are certain basic threads that have been woven into the fabric of equitable doctrines through the pronouncements in the leading cases on the subject. One of these is that a supplicant who prays in aid equitable assistance must himself or herself be not guilty of equitable misconduct. This is sometimes put in the form of the 29 maxim: He who comes to equity must come with clean hands. So, a contract breaker cannot successfully invoke the remedy of specific performance. So too, a trespasser may be unable to restrain the true owner of land from denying him access. Likewise, a tenant who is guilty of a breach of a covenant in his lease may be refused equitable relief from forfeiture. These are all but individual illustrations of the basic fabric. [15] Now apply that to the present case. Here we have a litigant which is guilty of a failure to abide by the promise it had mad. It would be contrary to all principles of equity to allow it to succeed.” [54] The sale of matrimonial property even with consent is still against the law, what else in this case, that PW has quietly and hurriedly sold the 3 properties. In the case of ONG KEOK LIANG V LIM GUAT LEAN [2021] MLJU 1035, the Court held that: “[18] My decision is a notice to all of this Court’s declaration that by virtue of the instant divorce petition this Court is already seized with jurisdiction over the property but due to the property having been transferred to third parties the matrimonial asset has been converted into the form of gross proceeds of sale that is within this Court jurisdiction. This Court will decide the issue of the gross proceeds of sale at the appropriate stage of the divorce petition. [19] The petitioner and the respondent by their agreement to sell the matrimonial property while the divorce petition was pending had clearly violated section 76 of the LRA. They are both at fault. Matters turned for the worse when the petitioner filed Civil Suit 168 and the respondent opposed the claim at the Sessions Court. [20] I am aware that the property has been sold to third parties and that presently what is left is the money from the proceeds of the sale 30 of the property. In my view the gross proceeds of sale falls within section 76 of the LRA and therefore forms part of the matrimonial assets which has to be resolved at the hearing of the divorce petition. (emphasis added) Conclusion [55] The Court recognises that each case has to be decided according to its own facts and has been explained in the case of DIGITAL TEMPO SDN BHD V PENGANGKUTAN AWAM PUTRAJAYA TRAVEL & TOURS SDN BHD [2021] 8 MLJ 55, the Court ruled as follows: “In analysing the judgments in those decided cases, I am mindful of the guidance of the English Law Lords that all judgments in the common law systems are to be read in the factual context of the cases in question and not in the abstract. ‘Every judgment of the court must be read as governed by the facts of the case’: Quinn v Leatham [1901] AC 506. Every case is decided on its own facts and must be read accordingly: per Viscount Simon in Harris v DPP [1952] 1 All ER 1044 at p 1050. ‘All judgment under the common law system must be understood secundum subjectectum materiam: judges, in pronouncing principles, have in mind the characteristics present in the case, which characteristics may be absent in other cases’: per Lord Diplock in Mutual Life & Citizens’ Assurance Company Ltd & Another v Clive Raleigh Evatt [1971] AC 793 at p 8020-F.” [56] Based on the reasons stated, the Court ruled as follows i.e. Enclosure 1 (Paragraph 25):