(English) Directors' Fraud, Piercing the Corporate Veil (Case Analysis on Keller (M) Sdn Bhd v Ong Leong Chiou & Ors) by Mr Lau Kee Sern (Messrs Kee Sern, Siu & Huey)

Total Training Duration: 2 Hours 48 mins

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Everything you need to know about Directors' Fraud, Piercing the Corporate Veil

Title: Directors' Fraud, Piercing the Corporate Veil

In-Depth Case Analysis: Keller (M) Sdn Bhd v Ong Leong Chiou & Ors

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Webinar Outline

# 01 Acronyms of engineering terms used in the contract

#02 Case Progress

  • From High Court to Federal Court (6 years)

#03 The Law in relation to Piercing the Corporate Veil

  • Principle of Veil of Incorporation

#04 Parties

  • Overview
  • Plaintiff v 4 Defendants
  • Background of Defendants

#05 Chronology & Background

  • Main - Sub Contractor
  • From 13 September 2013 - 11 March 2014 (Confirmation Of Guarantee)

# 06 Problems

  • Chain of Contracts and Intended Payment
  • Problem (1) - Reversal of Payment for EBW
  • Problem (2) - Payment Guarantee

#07 Plaintiff’s Claims

  • Plaintiff’s Cause of Actions
    • Breach of FBP Contract & GA Contract
    • Misrepresentation
    • Lifting the Corporate Veil
    • Unjust Enrichment

1st issue: Whether D2 is liable to the Plaintiff for the EBW?

  • Court Decision

2nd issue: Whether D2 has proved its counterclaim against the


  • Court Decision

3rd issue: Whether D1 & D3 can be made jointly and severally

Liable with D2 for the amount owing by D2 to the Plaintiff?

  • Factor(1): Whether D1 & D3 knew that the EBW would not be paid for by D4?
    • David Wong Hon Leong v Noorazaman bin Abnan [1995] 4 CLJ 555
  • Court Decision
  • Factor(2): Whether D1, D2 & D3 having knowledge of EBW would not be paid, are liable to Plaintiff when the contract stipulated D2 is obligated to pay Plaintiff?
    • Court Decision
  • Factor(3): The reversal of payment only accrued after EBW was completed
    • Court Decision
  • Factor(4): Missing page in the Blank Bill No.4 which was sent to Plaintiff for the FBP Contract
  • Factor(5): Whether D2 & D3 were operating as a single economic entity under D1’s directions
    • Epic Quest Sdn Bhd v Sheila Eleanor De Costa [2011] 8 CLJ 518
  • Court Decision
  • Factor(6): The resignation D2 directors and transfer their shares to third parties
    • Wong Kar Juat & Anor v S7 Auto Parts (M) Sdn Bhd [2015] 9 CLJ 590
  • Gurbachan Singh v Vellasamy [2015] 1 MJL 773
  • Salomon v A Salomon & Co Ltd [1897] AC 22
  • Prest v Prest and others [2013] 4 All ER 673

#08 High Court’s Decision

#09 Issues dealt in the Court of Appeal

  • Issue 1: Single economic unit & lifting the corporate veil
  • Issue 2: The claim for the remaining guarantee of RM717,721.96 against D4
  • Court of Appeal’s Decision

#10 Issues dealt in the Federal Court

  • Issue(1): Appellants sought to try on the findings of facts made at the trial stage
  • Issue(2): The position in law in relation to disregarding the Corporate veil
  • Prest v Prest and Others [2013] 4 All ER 673
    • Wrongdoing - Facade & Sham
  • Other methods
    • Disregarding the Corporate Veil;
  • Fraud Unravels Everything
  • Issue(3): Whether the application of the evasion principle applies to the present facts?
  • Issue(4): The applicability of the doctrine where joint tortfeasors and joint liability is established
  • Issue(5): Whether the single economic unit test expounded in Law Kam Loy v Boltex is confined to Industrial Court matters?

#11 Speaker’s Comment

  • Categories of Piercing the Corporate Veil
  • Concealment Principle
    • VTB Capital plc v Nutritek International Corp
    • Jones v Lipman
    • Gencor ACP v Dalby
    • Trustor AB v Smallbone
  • Evasion Principle
    • Gilford Motor Co Ltd v Horne

#12 Conclusions

Your Instructor

Lau Kee Sern (Messrs Kee Sern, Siu & Huey)
Lau Kee Sern (Messrs Kee Sern, Siu & Huey)


Mr. Lau Kee Sern was admitted as an Advocate & Solicitor of High Court of Malaya in 2000.

Kee Sern has wide experience in civil and commercial litigation with particular focus on banking, finance and insolvency matters.

He advises and acts for major banking and financial institutions in court proceedings. He is a member of the Insolvency Practitioners Association of Malaysia and MICPA’s Insolvency Practice Committee and is well known for his work on receivership, liquidation, scheme of arrangement and corporate rescue matters.

He appears regularly as counsel in the High Court and the appellate courts in a wide range of corporate and commercial cases relating to breach of director’s duties, fraud and defamation, and shareholder disputes involving just and equitable winding up, oppression action and derivative action.

Kee Sern also advises and acts for clients in matters involving land acquisition, land and tenancy disputes, and construction disputes and claims under Construction Industry Payment And Adjudication Act 2012.

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