WHAT WE ACHIEVED
The Court dismissed the Plaintiff’s claims entirely, no order as to costs was made as the Court had to deliberate on the appropriate costs order given that there was unfairly prejudicial conduct by the 2nd Defendant even though the Plaintiff’s claim was unsuccessful.
GCCM v FPL & A  4 SLR 1449
[Company Law – minority oppression, shareholder dispute]
The Plaintiff was a minority shareholder and the 1st and 2nd Defendants were the Company and the sole director of the Company respectively. Mr Siraj as the lead counsel successfully defended against the minority oppression claim brought by the Plaintiff for $200,000 before the High Court as the lead counsel.
The High Court accepted Mr Siraj’s arguments raised for the 2nd Defendant that the $50,000 loan was in fact already converted to equity based on the evidence. The Court also accepted the 2nd Defendant’s argument that the Plaintiff cannot avail himself to the rescission of the subscription agreement as he was in fact a party to the existing shareholder agreement.
However, the Court accepted the Plaintiff’s argument that the 2nd Defendant’s misuse of the 1st Defendant’s funds to pay off his own personal loan and his lack of repayment to the 1st Defendant was considered to be a prejudicial state of affairs. In response to that, Mr Siraj argued that the Plaintiff’s enthusiasm and enthusiasm in engaging with the Company despite the prejudicial state of affairs is clear evidence that he did not consider the prejudicial state of affairs to be fundamental to his investment or that it was incapable of remedy as claimed by the Plaintiff. Most importantly, the Court accepted the 2nd Defendant’s arguments that there was no prejudice to remedy and that there were no present state of affairs to correct. The Court also held that the share buy-out proposed by the Plaintiff was neither fair nor appropriate as it would penalise the 2nd Defendant and overcompensate the Plaintiff, which would make the 2nd Defendant unduly shoulder the blame on behalf of both the Plaintiff and the 1st Defendant.