JUDGMENT
Introduction
[1] This case concerns an application by the appellant for minority oppression under s 181 of the Companies Act 1965 ("CA 1965") (now s 346 of CA 2016). The appellant's claim and the reliefs sought were allowed by the High Court, but the Court of Appeal overturned the decision. Hence, the present appeal before this Court.
[2] There are two appeals before us filed by the appellant, which are Appeal No. 02(f)-9-03-2025(W) ("Appeal No.9") and Appeal No.02(f)-10-03-2025(W) ("Appeal No.10"). Appeal No.9 is the appellant's appeal against the decision of the Court of Appeal to set aside the decision of the High Court dated 21st June 2019, which allowed the appellant's claim for minority oppression. Appeal No.10 is the appellant's appeal against the whole decision of the Court of Appeal dated 21st October 2024 that the appellant's appeal be dismissed with no order as to costs.
[3] On 18 February 2025, having heard two applications for leave to appeal by the appellant under s 96(a) of the Courts of Judicature Act 1964 ("the CJA 1964"), this Court allowed the leave to appeal only on two questions of law, which are as follows:
(i) Question 1
Whether, as a matter of law, the true ratio decidendi of the Federal Court decision in Jet-tech Materials Sdn Bhd & Anor v. Yushiro Chemical Industry Co Ltd & Ors And Another Appeal [2013] 2 MLRA 345; [2013] 2 MLJ 297; [2013] 2 CLJ 277 is that the breach of the terms of a shareholders' agreement can be actionable under s 181 of the Companies Act 1965 when accompanied by findings of oppression, disregard of interest, unfair discrimination, or unfair prejudice against the complainant?