Partnership Dispute Litigation
When Partners
Become
Adversaries.
Experienced litigation counsel for partnership disputes in Malaysia,
from boardroom deadlocks to dissolution or winding-up proceedings under
the Partnership Act 1961 or Companies Act 2016.
Areas of Practice
The Disputes
We Litigate
Partnership conflicts are among the most legally complex commercial disputes in
Malaysia, often involving overlapping equitable, statutory and contractual claims
across multiple proceedings.
Breach of Partnership Agreement
Claims arising from a partner’s failure to honour the terms of a written or oral partnership deed, including exclusion from management, misappropriation of shared resources, and unilateral deviation from agreed business scope.
Profit & Account Disputes
Actions for account and inquiry where a partner has wrongfully withheld profits, diverted business opportunities, or failed to maintain proper partnership books — governed by the duty to account under Section 29 of the Partnership Act 1961.
Expulsion of a Partner
Contentious removal proceedings where a partner is expelled in breach of the partnership deed or without just cause. We act for both expelled partners seeking reinstatement or damages, and partnerships seeking lawful dissolution.
Dissolution & Winding-Up
Applications to Court for judicial dissolution under Section 35 of the Partnership Act 1961, including just and equitable dissolution and the appointment of a receiver to supervise realisation of partnership assets.
Fiduciary Duty Breaches
Equitable claims against a partner who has secretly competed with the firm, made undisclosed profits, accepted bribes, or diverted partnership clients — actionable as breach of fiduciary duty under Section 29 to 31, PA 1961.
Sdn Bhd Shareholder Disputes
Oppression actions under Section 346 of the Companies Act 2016 where founders structured their venture as a private company. We pursue minority shareholder remedies including buy-out orders and derivative actions on behalf of the company.
LLP Disputes
Disputes within Limited Liability Partnerships under the Limited Liability Partnerships Act 2012, including partner authority, contribution obligations, profit-sharing disputes and applications for compulsory dissolution.
Asset & IP Ownership
Contested ownership of partnership assets, goodwill, trade marks, client databases and proprietary know-how — including injunctive relief to preserve and protect business assets pending resolution of the dispute.
Injunctions & Interim Relief
Urgent ex-parte and inter-partes applications for Mareva injunctions to freeze assets, Anton Piller orders for document preservation, and mandatory injunctions to reinstate access to business premises and accounts.
Litigation Pathway
How We
Pursue Your Claim
A disciplined, stage-by-stage approach through the Malaysian civil courts — from
initial advice to enforcement of judgment.
Consultation & Assessment
Privileged advice on the merits, forum, urgency, limitation periods and cost-benefit analysis.
Demand letters, evidence preservation notices and without prejudice negotiations before filing.
Originating Summons or Writ filed in High Court; urgent injunctions applied for if assets are at risk.
Discovery, witness statements, expert evidence, mediation at KLRCA or court-annexed mediation.
.
Full trial advocacy, closing submissions and post-judgment enforcement or appeal proceedings.
Governing Law
The Legal Framework
in Malaysia
Partnership litigation in Malaysia draws on an interlocking framework of statute,
common law equity, and procedural rules across the civil courts.
Primary Statutes
Partnership Act 1961 (Act 135)
The foundational statute governing conventional partnerships — duties, liability, dissolution and Court powers.
Companies Act 2016
Governs Sdn Bhd structures including Section 346 minority oppression remedy and winding-up jurisdiction.
Limited Liability Partnerships Act 2012
Regulates LLP formation, partner authority, dissolution and obligations to SSM.
Civil Law Act 1956
Imports English equitable principles including fiduciary duty, unconscionable bargains and constructive trusts.
Forums & Jurisdiction
High Court (Malaya)
Primary forum for partnership dissolution, injunctions and all substantial commercial partnership claims.
Court of Appeal
Appellate jurisdiction over High Court decisions; leave to appeal required for certain interlocutory orders.
Federal Court
Final appellate court where leave required. Final arbiter on points of law of public importance.
KLRCA / Asian International Arbitration Centre
Private arbitration where the partnership agreement contains an arbitration clause — faster, confidential.
Limitation Periods Apply — Do Not Delay
Most claims arising from partnership breaches are subject to a 6-year limitation period under the Limitation Act 1953 (Act 254). Claims involving fraud or concealment may differ. Injunctive remedies must be sought promptly or risk being refused on delay grounds.
Relief Available
Remedies We
Can Secure
Malaysian courts have broad equitable and statutory powers to grant
comprehensive relief in partnership disputes.
Damages & Account of Profits
Monetary compensation for losses suffered, including an account and payment of profits made by a partner in breach of fiduciary duty.
Partnership Dissolution Order
Court-ordered dissolution of the partnership on just and equitable grounds, with directions for realisation and distribution of assets.
Reinstatement & Specific Performance
Orders compelling a partner to restore access to premises, accounts or management rights that have been unlawfully withheld.
Buy-Out Order (Sdn Bhd)
Under Section 346 CA 2016, the Court may order the majority to purchase the oppressed minority's shares at fair value.
Mareva Injunction
Freezing of the defendant partner's assets domestic or worldwide to prevent dissipation before judgment is satisfied.
Receiver Appointment
Appointment of an independent receiver to manage or wind up the partnership's affairs and protect assets during litigation.
Declaration of Rights
Declaratory judgment clarifying disputed ownership of partnership assets, goodwill, intellectual property or profit entitlements.
Costs Orders
Recovery of legal costs from the offending partner including indemnity costs where the conduct warrants it.
Get in Touch
Request a
Confidential
Consultation
All initial consultations are strictly privileged. We will
advise on your prospects, the appropriate forum, and
likely timelines at no obligation.
