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Company Law - Topic Review 1

In: Business and Management

Submitted By thejasonkong
Words 303
Pages 2
Kong Jianhui (MC1306BC3055)
Company Law – Topic Review 1
The main issue here is what action should Bake Chef Sdn. Bhd. and Ramos take after Wonbin had solicit clients from Bake Chef Sdn. Bhd. and transfer the title of his house to his company, Cake Mart Sdn. Bhd. to evade the contract of selling his house to Ramos. In Sec 16(5) of Companies Act 1965, a company may sue and be sued in its own name. However, under the rule in “Foss vs. Harbottle”, a company should sue the other party under its own name if the company has a right under contract against the party. On the other hand, under the rule of “Jones vs. Lipman”, a court can set aside the separate legal entity of a company and look to the members of the company which is known as lifting the veil. This can be applied if a person is using his company to evade legal obligation.
Looking at the facts of the case, Wonbin had signed a contract with Bake Chef Sdn. Bhd. to avoid soliciting of clients which means Wonbin had breached the contract. Therefore, Bake Chef Sdn. Bhd. can sue Wonbin under its own name because the company has the right under the rule of “Foss vs. Harbottle”. In the case of Ramos, Wonbin had also signed a contract with him to sell him the house. Even if Wonbin transfer the title to his company, under the rule of “Jones vs. Lipman”, the court can set aside the legal entity of Cake Mart Sdn. Bhd. to look after Wonbin after lifting the veil of the company.
In conclusion, it is advisable for Bake Chef Sdn. Bhd. and Ramos to sue Wonbin because they have the rights to do so under the contracts they had signed with

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