Tetap Tiara Sdn Bhd & 2 Ors v Pengurusan Perbadanan Jaya One & 47 Ors
This case concerns 2 appeals filed to overturn two injunction orders granted by the High Court prohibiting the convening of AGMs and EGMs of Jaya One Management Corporation [“MC”].
The injunctions were sought pursuant to an application filed by the MC itself, on grounds that there was a pending suit against the MC, and its incumbent as well as former members, and Tetap Tiara Sdn Bhd and its subsidiaries.
A related appeal was also heard together with the 2 appeals, which sought to overturn the High Court’s dismissal of an injunction sought by Tetap Tiara Sdn Bhd against the MC, to prohibit the MC from preventing Tetap Tiara Sdn Bhd from voting in an AGM and/or EGM pending the disposal of the main suit.
The matter went up to the Court of Appeal and the main issues of law considered by learned judges were:
- Whether the Court was clothed with the power to prohibit the exercise of a statutory obligation mandated under the Strata Management Act 2013 [“SMA”]; and
- Whether a proprietor can exercise its rights to vote in an AGM and/or EGM pending the determination of a dispute on (amongst others) alleged outstanding charges.
FINDINGS OF THE COURT
The panel of 3 Court of Appeal judges held unanimously as follows:
- A general provision contained in the Courts of Judicature Act 1964 cannot be used to extend time in respect of the holding of any statutorily required AGM and/or EGM under the specific provisions of the SMA;
- There is no express provision in the SMA to allow for the AGM and/or EGM to be postponed or a blanket prohibition of any AGM and/or EGM until determination of the original suit, which can still be pursued by the Plaintiffs even with the calling of an AGM and/or EGM;
- The High Court had failed to properly consider the relevant statutory provisions of the SMA and the Strata Management (Maintenance and Management) Regulations 2015 in relation to the statutory duty of the MC and the rights of other parcel owners;
- In respect of the dispute on outstanding charges, the High Court had failed properly consider that Tetap Tiara Sdn Bhd has offered to deposit the disputed sum into court or as directed by the High Court pending the disposal of the dispute; and
- All 3 appeals were allowed.
The Court has no jurisdiction to grant an injunction to restrain the MC from convening and/or calling and/or holding an AGM and/or EGM. It is the statutory duty of the MC to hold annual AGMs and EGMs when required by parcel owners, and it should not act against its duty as mandated under the SMA.
There is no prejudice caused to the MC where the disputed outstanding charges have been deposited in a solicitor’s stakeholder account pending determination. Once that is done, a proprietor can exercise its full rights to vote in an AGM and/or EGM pending disposal of the suit.