问答题

问答题 (a) Two months ago, Chitto, who owned a durian orchard, agreed to sell it to Mikko for RM300,000. The transfer of the orchard was to be completed by the end of next month. Last week, Chitto, discovered that other orchard lands in the vicinity of his orchard were fetching much higher prices and changed his mind about selling the orchard to Mikko. He proceeded to set up a company, Teepu Sdn Bhd (the company), of which he was the majority shareholder and managing director. His wife, who is also a director, is the only other shareholder of the company. He then transferred the orchard to the company. He then informed Mikko that he will not be able to proceed with the sale of the property to her as it has been sold to a third party, i.e. the company, but that he is prepared to pay damages for breach of contract. Mikko wishes to sue both Chitto and Teepu Sdn Bhd for specific performance of the contract of sale of the orchard. Required: Advise Mikko whether she will be successful in her claim for specific performance. (You are required to confine your answer to issues relating to company law.) (4 marks)

问答题 Downhill Sdn Bhd (the company) has gone into insolvent liquidation. Its liabilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the company. In January 2006 Baloo transferred his shares to Abu and left the company. In January 2008 Chong’s shares were registered in Abu’s name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem even though the company incurred heavy debts. Required: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payment for goods sold to the company. Unfortunately, the name of the company was not correctly stated on the cheque and the bank has refused to honour it. Required: Advise the liquidator whether Nazeem could be made personally liable for the amount owed to Samy. (3 marks)