Loh Siew Choong & Ors v Toong Yuen (Ipoh) Sdn Bhd & Ors

Appellant(s):

• Loh Siew Choong
• Loh Siew Ngoh
• Loo Kim Lin @ Loh Siew Lin

Respondent(s):

• Loh Kwok Yuan
• Ahmad Rizam Bin Zamri
• Mustafa Bin Baharudin
• Loh Fook Wah @ Loh Fook Fah
• Toong Yuen (Ipoh) Sdn Bhd
• Teh Chee Yip
• Meor Muhammad Hafifi Bin Hamzah

• YA Datuk Wong Kian Kheong
• YA Dato' Ahmad Kamal Bin Md. Shahid
• YA Dato' Ahmad Fairuz bin Zainol Abidin

• A testatrix held shares in the first respondent company; her will directed her executor to distribute the shares among several beneficiaries, including the three appellants and the second respondent (a director of the company).
• The shares were first transmitted to the executor pursuant to probate; the executor subsequently issued written notices to the company stating that he "transmits" specific portions of those shares to the appellants in accordance with the will.
• The company's board rejected the notices, asserting that any further movement of the shares from the executor to the beneficiaries amounted to a "transfer" (attracting stamp duty) rather than a "transmission", prompting the appellants to seek declaratory and consequential orders in the High Court, which were dismissed.

• Whether the respondents could rely on fresh evidence (a medical report concerning the executor) tendered for the first time on appeal, without having obtained leave under s 69 of the Courts of Judicature Act 1964 and r 7 of the Rules of the Court of Appeal 1994.
• Whether a prior Court of Appeal decision, which had been reversed by the Federal Court without a written judgment, remained a binding precedent under the doctrine of stare decisis.
• The proper legal characterisation of a beneficiary's acquisition of a deceased shareholder's shares from an executor — whether this is a "transmission" by operation of law (not attracting stamp duty) or a "transfer" requiring compliance with the Companies Act 2016 and the company's Articles of Association.
• Whether unresolved disputes over the executor's estate or alleged debts owed by beneficiaries to the estate could justify a company's refusal to register the transmission of shares.

• The Court of Appeal held that the fresh medical report was inadmissible on appeal, as it was available at trial, could have been obtained with reasonable diligence, and did not meet the "determining influence" threshold under r 7(3A) RCA and the Ladd v Marshall principles.
• The Court ruled that a superior court decision reversed by a higher court ceases to be binding precedent even absent written reasons for the reversal, and accordingly declined to follow the earlier Court of Appeal authority which had required a "transfer" (not "transmission") of a deceased shareholder's shares to beneficiaries; instead, it adopted the reasoning in Re Kenzler and the Singapore Court of Appeal decision in Seah Teong Kang, holding that an executor's assent to distribute shares per a will constitutes a "transmission" by operation of law under ss 105 and 109 of the Companies Act 2016, not a transfer attracting stamp duty or subject to share-transfer restrictions in the Articles of Association.
• Finding multiple errors of law by the High Court (including reliance on alleged debts owed by beneficiaries and an unrelated estate dispute as grounds to refuse registration), the Court allowed the appeal, set aside the High Court's decision, entered judgment for the appellants directing registration of the share transmission within 14 days, and awarded costs of RM50,000 to the appellants.