Lim Aik @ Lim Yeok v Goh Siew Koon @ Eng Sing Kuan & Ors

Appellant(s): Lim Aik @ Lim Yeok

Respondent(s):

• Goh Siew Koon @ Eng Sing Kuan
• Tey Liong Seng
• Tey Sui Kiat
• Sin Hai Estate Berhad
• Sing Lian Sdn Bhd
• Tey Boon Giow & Sons Sdn. Bhd

• YA Datuk Wong Kian Kheong
• YA Datuk Dr Lim Hock Leng
• YA Dato' Sri Latifah Binti Haji Mohd Tahar

• The liquidator of the fourth respondent company had previously applied to the Winding Up Court to ratify his appointment of an agent to assist in the liquidation and the payment of the agent's fees, which was dismissed.
• Following that dismissal, the liquidator filed a subsequent application (Enc. 349) seeking payment of his own fees as liquidator from the assets of the company.
• The High Court issued decisions regarding these matters, which were subsequently appealed to the Court of Appeal by the liquidator and certain contributories.

• Whether the principle of issue estoppel (res judicata) bars the liquidator’s subsequent application for fees, given the earlier dismissal of his application to ratify the agent's appointment and fees.
• Whether the Winding Up Court has the jurisdiction under s 277(2) of the Companies Act 1965 to order the return of fees paid to the agent, even in the absence of a specific prayer for such relief in the liquidator's application.
• Whether the Winding Up Court, upon remitting the matter for re-determination, is restricted in considering the liquidator's work performed prior to the provision of security and whether fees must be determined solely based on time costs.

• The Court held that the principle of issue estoppel applies, as the liquidator’s previous failed application and the current application involve the same parties and issues, and the liquidator had breached mandatory statutory provisions (s 236(2)(i) CA 1965, and rr 171(1) and 173 WUR) regarding the delegation of duties and taxation of costs.
• The Court affirmed that under s 277(2) CA 1965, the Court has the power and duty to take cognizance of a liquidator's conduct and may order the return of improperly paid fees even without a formal prayer, as the scope of such inquiry is determined by the Court.
• The Court set aside the High Court's decisions and remitted the matter for re-determination, ruling that the liquidator cannot claim fees for work performed prior to providing security under s 228(a) CA 1965, and that fees must be determined based on a "fair and reasonable" approach rather than solely on time costs.