YAP KIEN FOONG v CHONG CHIANG HAN
Catchwords
Conclusion This dispute is, at its core, not about legal technicalities but about trust within a small partnership. The Defendant’s concerns about governance and checks and balances are not illegitimate; they are, in fact, part of healthy partnership discourse. But the law requires that such concerns be addressed through the mechanisms the partners themselves agreed upon not by unilateral action with partnership monies. The Plaintiff, as Managing Partner, has rightly sought to restore adherence to the Agreement. The orders made today are intended not to punish either side, but to steady the Agency’s financial compass and return decision-making to the collective table where it belongs. The partners now have an opportunity indeed a responsibility to sit together, confront the practical realities of their business, and craft a banking and governance arrangement that honours both the letter and spirit of their Agreement. Courts can declare rights and restrain breaches, but the long-term health of this partnership will depend on whether its members choose cooperation over suspicion. Orders For the reasons above, I make the following orders: Declaration of partnership and obligations It is declared that a valid partnership exists between the Plaintiff and Defendant under the Partnership Agreement dated 26.04.2016, and that the Defendant is bound by all its terms, including Clauses 11(b), 12(a) and 17. Declaration of breach It is declared that the Defendant has breached Clauses 11(b), 12(a) and 17 of the agreement by: (a)Opening and utilising the Sole MBB account to receive ENE commissions contrary to the instructions of the majority partners; (b)Closing the Joint MBB account without prior approval of the majority partners and transferring RM520.56 to PBB instead of ABB; and (c) Transferring RM31,084.32 from Sole MBB to PBB instead of ABB in defiance of the Agency’s letter dated 16.03.2026. Preservation of monies The Defendant is restrained, whether by herself or through others, from withdrawing, transferring or otherwise dealing with: (a) The sum of RM31,084.32 and any other Agency monies presently standing to the credit of PBB; and (b) Any future ENE commission monies received into any account in her name, save for bona fide Agency expenses authorised in writing by at least a majority of partners (including the Plaintiff) and in accordance with the Agreement. Interim governance direction The partners of the Agency shall, within 60 days of this judgment, convene a meeting and pass a resolution to regularise the Agency’s banking arrangements, including the operation of ABB and any other account, in compliance with Clauses 4, 8, 11, 12 and 17 of the Agreement. Liberty to apply is granted to either party for further directions if the resolution cannot be achieved or if compliance issues arise. Costs Costs of the OS in the sum of RM8,000.00 are awarded to the Plaintiff, subject to 4% allocatur fee.
Judges (1)
Parties (2)
Judgment
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Read on eJudgmentSource: eJudgment (wa-24ncvc-1830-04-2026)