Urban Domain Sdn Bhd v Perak Integrated Network Services Sdn Bhd

Appellant(s): Perak Integrated Network Services Sdn Bhd

Respondent(s):

• Urban Domain Sdn. Bhd.
• Pins Osc & Maintenance Services Sdn Bhd

• YA Dato' Seri Vazeer Alam bin Mydin Meera
• YA Dato' Sri Mariana binti Haji Yahya
• YA Datuk Mohamed Zaini Bin Mazlan

• The plaintiff, a shareholder, initiated a derivative action on behalf of a joint venture company (the first defendant) against another shareholder (the second defendant) for breaches of management agreements related to telecommunication infrastructure.
• The High Court found the second defendant liable to pay the first defendant a 20% maintenance fee from rental proceeds, with the exact period and quantum to be determined via an Account and Inquiry, a decision subsequently upheld by the Court of Appeal and Federal Court.
• During the Account and Inquiry proceedings, the High Court limited the second defendant's liability period to the date of the first defendant's winding-up, an event that occurred after the initial liability judgment.

• Whether the High Court erred in determining the period of the second defendant's liability for maintenance fees by considering the first defendant's winding-up, an event that post-dated the final liability judgment.
• Whether the doctrine of *res judicata* precluded the second defendant from raising the first defendant's winding-up as a factor to limit the liability period, given it was not raised in previous appeals against the liability judgment.
• Whether the High Court correctly applied the terms of the liability judgment in calculating the quantum of maintenance fees, specifically regarding the allowable deductions.

• The Court of Appeal allowed the plaintiff's appeals, ruling that the High Court erred in limiting the liability period to the first defendant's winding-up date, and reinstated the Registrar's Order which set the period until the expiry of the license period as per the management agreement.
• The Court held that the second defendant was estopped by *res judicata* from introducing the winding-up as a factor to limit liability, as this issue could and should have been raised in prior appellate proceedings.
• The Court dismissed the second defendant's appeal on quantum, affirming the High Court's calculation, as the liability judgment clearly specified only payments to MCMC as allowable deductions. The matter was remitted for further Account and Inquiry for the extended liability period.