From an early stage, a practical question arose: where an unsecured creditor objects to a judicial management (JM) application, does such creditor have the right to appear and oppose the application before the Court? Neither the Companies Act 2016 (CA 2016) nor the Companies (Corporate Rescue Mechanism) Rules 2018 (CRM Rules) expressly address this issue, and differing approaches had emerged at the High Court level. The position at the appellate level was subsequently consi

The Malaysian judiciary has recently taken a significant institutional step towards strengthening Malaysia’s position as a regional dispute resolution centre through the establishment of the International Commercial and Admiralty Division (ICAD) at the High Court of Malaya in Kuala Lumpur. Announced during the Opening of the Legal Year 2026 by the Right Honourable Chief Justice of Malaysia, Tun Wan Ahmad Farid Wan Salleh, the initiative signals a deliberate policy direction

短语“时间至关重要” (Time is of the essence) 已变得极为普遍，以致其几乎成为合同中的标准条款。这类条款是缔约双方普遍预期的，因为按时履行承诺是任何协议中的基本期望。通常，这类条款会附带罚则机制以确保履约。如果一方未能遵守约定的时间表，其通常需要向另一方作出赔偿。在建筑行业中，例如，此类罚则常以约定违约金（Liquidated Ascertained Damages，简称 LAD）的形式出现。 然而，此类标准条款的加入，虽旨在最大程度保障缔约双方的权益，却可能适得其反，尤其是在一方基于善意而容忍对方延迟履行的情形下。在此情况下，容忍方可能陷入一个尴尬境地, 鉴于合同已明确约定“时间至关重要”，诉讼时效可能自最早可能的时间点开始计算。当容忍方的耐心耗尽时，可能已被诉讼时效所限制。上诉庭最近在 Yeng Chong Realty Bhd（前称Yeng Chong Realty Sdn Bhd）诉 Edward Stanislaus De Silva 及其他人 [2024] MLJU 2995即为最佳例证。 案情 原告（高庭

In shareholder disputes, the boundary between corporate wrongs and minority shareholder oppression remains one of the more nuanced and frequently contested issues. Whilst the Companies Act 2016 (CA 2016) provides distinct remedies for a derivative action under Section 347 of the CA 2016 for wrongs done to the company to that of an oppression action under Section 346 of the CA 2016 for conduct specifically targeting minority shareholders, the two often overlap in practice, lea

Judicial review applications frequently turn on two threshold questions – whether the applicant possesses the requisite locus standi and whether the challenge has been brought within the prescribed time limits. These preliminary issues often prove determinative of whether the merits can be considered. This alert examines the Federal Court’s decision in Damien Thaman Divean & Anor v Majlis Eksekutif Negeri Selangor Darul Ehsan (Exco) & Ors [2026] CLJU 772 focusing on its tre

In the current volatile global climate defined by shifting geopolitical alliances, energy price shocks, and the lingering after-effects of the pandemic, the force majeure clause (FM) has transitioned from a sleepy boilerplate provision to the primary battleground of commercial litigation. For many businesses in Malaysia, there remains a pervasive, yet dangerous, assumption that an unforeseen event of sufficient magnitude automatically absolves a party of its contractual dutie

“……首先，该问题涉及对财产的剥夺。《联邦宪法》第13(1)条保障任何人不得在非依法情况下被剥夺其财产。在理解与适用该项保障时，应当倾向于维护而非否定该保障。除非且直至有明确的明文条文限制在任何剥夺财产的程序中之参与权，否则任何相关法律均应被解释为允许，甚至鼓励该等参与。否则，就财产被剥夺所支付之赔偿是否充分，可能会受到影响。” —— 联邦法院于 Spicon Products Sdn Bhd v Tenaga Nasional Bhd & Anor [2022] 4 CLJ 195 马来西亚《联邦宪法》赋予其公民若干基本权利。其中，财产权受《联邦宪法》第13条之特别保障。财产权本质上包括在不受干预之情况下使用及享有其财产之权利。然而，第13条所提供之保障并非绝对，因为该条文本身亦规定可对该权利作出限制： “ (1) 任何人不得在非依法情况下被剥夺其财产。 (2) 任何法律不得在未给予充分赔偿之情况下规定对财产之强制征用或使用。” 《1960年土地征用法令》即为其中一项规范土地征用之法律，其目的在于规范土地征用之程序、挑战征用程序

When a party repudiates a contract, the innocent party faces an election: to affirm the contract and insist on performance, or to accept the repudiation and treat the contract as discharged. Repudiation alone does not terminate the contract; termination occurs only when the aggrieved party accepts the repudiation. A longstanding question has been whether acceptance must be expressed, or whether it may arise through conduct, particularly through a failure to perform further

Beneath the glamorous and fast-paced veneer of the corporate world lies a creeping anxiety among directors: that a single lapse in judgment or a wrong commercial decision could lead to their professional crucifixion. This alert seeks to quell such unease by unpacking a foundational doctrine in Malaysian corporate law, namely the business judgment rule and by setting out the confines within which directors may safely exercise their discretion without attracting liability.

The Federal Court delivered a significant clarification of the doctrine of total failure of consideration, restoring analytical discipline to an area of law that had drifted into uncertainty. In Lim Swee Choo & Anor v Ong Koh Hou & Another Appeal [2025] 10 CLJ, the court disentangled restitutionary principle from contractual termination and, in doing so, has reset the architecture of Malaysian unjust enrichment jurisprudence. At issue was a deceptively technical question:

Compulsory land acquisition often sits at the crossroads of constitutional protection and statutory rigidity. While Article 13 of the Federal Constitution guarantees a fair and adequate compensation in the realm of land acquisition, that constitutional promise may collide with the procedural trapdoors embedded within the Land Acquisition Act 1960 (LAA 1960). For a dissatisfied landowner, the path to contesting the Land Administrator's award is not a simple plea for equity b

A recent decision of the High Court highlights how procedural rules are being applied in an era of electronic filing, and how far courts are prepared to tolerate technical imperfections where no substantive prejudice is shown. In Shine Technology Pte Ltd v Shine DC Technology Sdn Bhd (Companies (Winding-up) Petition No.: JA-28NCC-156-09/2025), the court considered whether affidavits containing scanned signatures and translated jurats were procedurally defective. The ruling

In structured finance, conditions precedent are not administrative formalities. They are the contractual mechanisms through which lenders manage risk in relation to legal, regulatory and operational aspects before capital is released. Their function is straightforward: no funds flow until specified conditions are met, and met on time. Borrowers who treat these timelines as flexible do so at their own risk. A recent Malaysian Court of Appeal decision underscores this point wit

Lawyers are often fond of ending correspondence with the now-habitual phrase: “All of our client’s rights are reserved.” Much like the delicate tulip atop a barista’s latte, it is as much form as function, so familiar, it can feel like mere legal decoration. But recent jurisprudence suggests that this time-worn phrase might carry more weight than previously thought. A Legal Reminder From The Court Of Appeal In Esa Jurutera Perunding Sdn Bhd v Universiti Malaya [2025] 2 MLJ 61

Injunctions are court orders that either require specific actions (mandatory injunctions) or prohibit certain actions (prohibitory injunctions). These orders are crucial for maintaining rights and ensuring the status quo until a final resolution. Breaching an injunction may result in contempt proceedings, which carry serious legal and personal consequences. But here is the catch, for contempt proceedings to succeed, the terms of the injunction must be clear, specific and un

In assessing contractual damages, the traditional Malaysian approach distinguishes strictly between expectation loss—the value of the bargain—and reliance loss—expenditure wasted due to the breach. This dichotomy requires claimants to elect between the two, on pain of having their claims struck for uncertainty. The most recent pronouncement on reliance and expectation losses in Malaysia is China Comservice (Hong Kong) Ltd v Sediabena Sdn Bhd [2024] 4 MLJ 684. The Court of App

The breakdown of trust between shareholders often marks the beginning of a corporate battle. In these bitter fallouts, aggrieved shareholders frequently seek recourse under Section 346 of the Companies Act 2016 (CA 2016), which provides relief against conduct that is oppressive, unfairly discriminatory or prejudicial. Yet a critical question arises: when does corporate wrongdoing or mismanagement cross the threshold into shareholder oppression? Recently, the High Court in

A Fortuna injunction is an equitable remedy used to restrain the presentation or advertisement of a winding-up petition on the consideration that such a petition, if presented based on a disputed debt, may cause irreparable harm to the company. The recent High Court decision in Perusahaan Otomobil Nasional Sdn Bhd v UCM Automotive Systems Sdn Bhd [2025] CLJU 846 (the Proton case) reaffirms the well-established test applicable to Fortuna injunction under Malaysian law. The

A Mareva injunction is a court order that freezes a litigant’s assets to prevent them from being dissipated or removed from the jurisdiction while legal action is ongoing. Recently, in Maxi Wonder Sdn Bhd & Ors v DCS Trading Sdn Bhd [WA-22NCC-110-02/2024], the High Court considered whether a Mareva injunction application by the defendant against the plaintiffs should be granted. The Law On Mareva Injunction In Maxi Wonder , the High Court applied the established three-pro

The recent Court of Appeal decision in SPM Energy Sdn Bhd & 1 Ors v Multi Discovery Sdn Bhd [2025] MLJU 515 underscores a crucial lesson for litigants and practitioners – namely, the importance of careful drafting in pleadings. This case highlights how admissions, once made in pleadings, cannot be easily retracted or explained. It also demonstrates the far-reaching consequences of such admission on the outcome of the hearing. Brief Facts The contractual relations between