案情:

  1. P和D是A公司的唯一董事和股东。
  2. 由于D,D的母亲和D的丈夫对A提起的法律诉讼,P和D之间的关系已经破裂。
  3. A参与了几个正在进行的开发项目,A需要向这些项目的承包商,分包商和供应商付款。
  4. D指示分包商停止这些项目的工作。
  5. 所有A的支票都必须由D或她的丈夫签署。 D或她的丈夫坚持拒绝共同签署支票。
  6. P要求公司召开董事会会议或会员会议或特别大会(’EGM’),但D一直拒绝参加会议。
  7. P要求法院命令开会董事会会议,会员会议和特别大会。

 

法庭判决:

  1. D拒绝或试图推迟或阻挠P所召集的任何会议。
  2. 如果D是真诚的并且热衷于A的利益,她没有理由不去参加或找借口避免这些会议。
  3. P和D是A的唯一董事和股东。A的公司章程有注明一定要两个人出席才能让会议合法进行。
  4. 在这种僵局,指定进行会议是合适的,这样才能让A可以继续运作。
  5. 法院下令召集,召开和进行会议。无论在会议上提出和考虑的,会员必须考虑和解决。

 

Facts:

  1. P and D were the only directors and shareholders of A company.
  2. The relationship between P and D had broken down due to legal suits filed by D, D’s mother in law and D’s husband against A.
  3. A engaged in several ongoing development projects which they need to pay contractors, subcontractors and suppliers in those projects.
  4. D instructed the subcontractors to stop work in those projects.
  5. All cheques of A had to be signed by D or her husband. D or her husband persistently refused to co-sign the cheques.
  6. P had been calling for board of directors meeting or members meeting or extra-extraordinary general meeting (‘EGM’) of the companies but D had persistently refused to attend the meetings.
  7. P prayed the court order a meeting to be called.

 

Court held:

  1. D had refused or attempted to delay or frustrate any of the meetings called by P.
  2. If D was sincere and keen in the interests of A, there was no reason for her not to attend or to give excuses to avoid those meetings.
  3. P and D were the only directors and shareholders of A and the coram of two was as required by the article of association of the A to convene or conduct a meeting of A.
  4. With this deadlock, it was appropriate to order a meeting so that A which was ongoing could continue with their operations.
  5. The court ordered a meeting to be called, held and convened; whatever to be tabled and considered in the meeting is for the meeting of the members to consider and resolve.

 

[2015] 8 MLJ 569 High Court


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50:50 Directors/Shareholders 2个股东/董事