Business Law

Ask a business lLawyer. Get business law questions answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

A Malaysian State Government encouraged a foreign company yo…

Customer Question
A Malaysian State Government encouraged...
A Malaysian State Government encouraged a foreign company yo carry out preliminary exploration and prospecting for iron ores. After that, the State gave an undertaking to that foreign company to ussue a 21year lease. Then a JV Agreement was entered whereby it was agreed that they set up a JV limited liability corporation. The JV incorporated was formed but neither the undertaking nor the JV agreement (where it was agreed that the State shall do all to get the mining permits) were not incorporated in the M&A of the JV Incorporated. the Styate held 51% of the JV Incorporated and the balance of the 49% was held by a limited company which was initially formed by the foreign company but later its shares were bought by third parties. after 10 years of operation, the State refused to renew the mining permits to thye JV Incorporated even though the State holds 59% of it. On what grounds can the 49% shareholder compel the State to honour its 21 year undertaking?
Submitted: 8 years ago.Category: Business Law
Show More
Show Less
Ask Your Own Business Law Question
Answered in 40 minutes by:
6/20/2010
Business Lawyer: Fran-mod,
 replied 8 years ago
Fran-mod
Category: Business Law
Satisfied Customers: 48
Verified

My name is XXXXX XXXXX I am a moderator at JustAnswer.

You have asked a legal question about a country that we do not have active Experts in. As much as we would like to assist you, we have to be honest and say that the best we can do is provide a legal Internet researcher who might be able to find your answer. We realize that option is not ideal.

You can certainly keep your question open, see if one of our experts can assist you, and determine if the answer is helpful to you before deciding whether to accept it. Or, if you prefer, we can close your question page for you and either leave the deposit, which you can apply against a future question, or process you a refund.

Best,

Fran

Moderator

Ask Your Own Business Law Question
Customer reply replied 8 years ago

Francine, please keep the question open.

 

Can you provide a legal Internet researcher?

 

Thank myou,

Best Regards,

HB Lim

Business Lawyer: Fran-mod,
 replied 8 years ago
Hello,

Thanks for the quick reply.

I will alert our legal experts that you still wish an answer. If one feels that he is able to research the issue, he will reply to this thread. The question is specialized and the resources are probably not going to be generally available in English. But , we'll see!

Regards,

Fran
Moderator, JustAnswer

Ask Your Own Business Law Question
Business Lawyer: N Cal Attorney, Attorney replied 8 years ago
N Cal Attorney
N Cal Attorney, Attorney
Category: Business Law
Satisfied Customers: 9,883
Experience: Since 1983
Verified
DId the government sign a 21 year lease with the company?
Ask Your Own Business Law Question
Customer reply replied 8 years ago

No. The foreign company signed a JV agreement with the State but the agreement did not mention the 21-year lease. But it states at Article 11 that "The parties hereto shall do all acts and things within their power for the time being to procure the grant of rights and licences, permits and shall exercise their voting rights for the time being in the Company to procure that the Company perform and observe the provisions of this Agreement."

 

The JV Agreement was dated 8 July 1990 and signed between The State, the foreign company and a local company formed by the foreign company (local company A).

 

The letter of undertaking by the State was dated 12 June 1990 (i.e. before the execution of the JV Agreement) was given to the foreign company in which the State undertook to secure a 21 year mining lease for the JV Company to be formed between them.

 

The JV company was formed in November 1990 BUT the shareholders were the State (51%) and another local company formed by the foreign company (local company B ). The JV Company was given a 5-year renewable Mining License / Certificate.

 

My difficulties - local company B is not the recipient of the undertaking and also not privy to the JV Agreement. The undertaking and the terms of the JV Agreement are not oncorporated in the M&A of the JV Company of which locla company B has 49%.

 

The State now has refused to extend the Mining Licence / Certificate for the JV Company after extending it once, and has instead given it to a third party.

 

My problem - how can local company B claim the benefits of the terms of the undertaking and the JV Agreement?

 

My initial thoughts - some kind of a equitable assignment from the foreign company to local company B?

- some arguments based on representation / acquiescence / reliance / detriment against the State?

 

Business Lawyer: N Cal Attorney, Attorney replied 8 years ago
My view is that local company B and (local company A) was arguably a third party beneficiary of the undertaking and the JV agreement between the foreign company and the State. A third party beneficiary of a contract has standing to sue to enforce the contract.

At some point you have to have the agreements reviewed by a local attorney who can give you legal advice on how to proceed.

http://www.hg.org/lawfirms/Malaysia/Kuala-Lumpur.html is a directory of attorneys there.
Ask Your Own Business Law Question
Customer reply replied 8 years ago

there is no statutory provisions in Malaysia which gives third party rights to or benefits of a contract to which he is not privy. We can only fall back on common law or equitable principles of assignment or novation or whatever. What do you think are the applicable common law or equitable principles, rules etc applicable?

Business Lawyer: N Cal Attorney, Attorney replied 8 years ago
Third party beneficiary is a common law doctrine.

Also promissory estoppel may be argued:

Restatement (2d) Contracts:
§90. PROMISE REASONABLY INDUCING ACTION OR FORBEARANCE

(1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.
from
http://www.lexinter.net/LOTWVers4/promissory_estoppel.htm

The promises of the 21 year lease foreseeably relied on that promise in entering into the JV agreements.
Ask Your Own Business Law Question
Was this answer helpful?

How JustAnswer works

step-image
Describe your issueThe assistant will guide you
step-image
Chat 1:1 with a business lawyerLicensed Experts are available 24/7
step-image
100% satisfaction guaranteeGet all the answers you need
Ask N Cal Attorney Your Own Question
N Cal Attorney
N Cal Attorney
N Cal Attorney, Attorney
Category: Business Law
Satisfied Customers: 9,883
9,883 Satisfied Customers
Experience: Since 1983

N Cal Attorney is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

2,032 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

778 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

683 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

604 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
To incorporate an s-corp in California - which online
To incorporate an s-corp in California - which online website will you recommend? LegalZoom? Nolo? Incorporate? RocketLawyer? Something else? (I know hiring a business-lawyer is the best, ***** ***** … read more
Ray
Ray
Lawyer
Doctoral Degree
33,756 satisfied customers
I want to confirm that the California Safe Harbor Guidelines
I want to confirm that the California Safe Harbor Guidelines (CCC Section 191) protect my foreign LLC from doing 'intrastate' business and needing to qualify to do business in CA (and pay $800/year).… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,773 satisfied customers
I have an LLC that took on another LLC that now owns 49%
I have an LLC that took on another LLC that now owns 49% interest. What if their LLC is now in default status? … read more
Maverick
Maverick
Doctoral Degree
6,302 satisfied customers
If a Chinese company wants to register in the U.S., what are
if a Chinese company wants to register in the U.S., what are the options - which option might be most suitable if the company just wants a U.S. brand name without setting up physical office, sales, no… read more
CalAttorney2
CalAttorney2
Attorney
Doctoral Degree
8,845 satisfied customers
want open in CA branch of foreign company from Dubai doing IT Hardware trading businesse
want open in CA branch of foreign company from Dubai doing IT Hardware trading businesses will be buying from US or outside US then sale to outside US ( whole sale ) , will not sale inside USA this fo… read more
Legalease
Legalease
Attorney At Law
Doctor of Law w/ highest honors
15,719 satisfied customers
Can I form a regular corporation in CA nursing corporation?
Can I form a regular corporation in CA for a nursing corporation? It does not 'practice medicine', and I am told that because of that, it does not fall within the gambit of the professional corporatio… read more
Attorney2020
Attorney2020
Lawyer
2,480 satisfied customers
Does North Carolina have statute that allows for an LLC to
Does North Carolina have statute that allows for an LLC to transfer/domesticate to another jurisdiction? If so, what is the statute?… read more
Roger
Roger
Litigation Attorney
Doctoral Degree
26,939 satisfied customers
This question is for Law Pro. Dear Law Pro, My wife and
This question is for Law Pro. Dear Law Pro, My wife and I have recently purchased a property in Kansas City, Missouri for rental purpose. We plan to establish a LLC as legal form of company. As we liv… read more
Law Pro
Law Pro
Doctoral Degree
19,000 satisfied customers
Corporate - We currently do business through a NY LLC with
Corporate - We currently do business through a NY LLC with authority to do business in NJ. Our office are in NJ. We don't want to be responsible for tax collection etc in NY. Can I move the corp to NJ… read more
Law Pro
Law Pro
Doctoral Degree
19,000 satisfied customers
111mk, My husband and I established a corporation many years ago.
My husband and I established a corporation many years ago. We never prepared the articles of corporation and bylaws. I would like to use your guidance in obtaining all the required legal documents and… read more
Dimitry K., Esq.
Dimitry K., Esq.
Attorney
Doctoral Degree
1,611 satisfied customers
Is someone available to review a Joint Venture agreement and
Is someone available to review a Joint Venture agreement and a Promissory Note on a deal I am getting ready to fund?… read more
Law Pro
Law Pro
Doctoral Degree
19,000 satisfied customers
We have a small service business with an average of 10 employees.
We have a small service business with an average of 10 employees. We have been in business for 30 years. We are set up as a sole prorietor under my husbands name. We want to incorporate, probably a C … read more
WiseOwl58
WiseOwl58
JD Honors Graduate
4,232 satisfied customers
Hi, We are a mumbai based technology company (SA) and are entering
Hi, We are a mumbai based technology company (SA) and are entering into a JV with a US based ad tech company (Th). We need advice/guidance/suggestions on terms to add/modify. Here are the latest terms… read more
BartEsq
BartEsq
Attorney
Doctoral Degree
674 satisfied customers
California resident. Deciding to file an out-of-state LLC -
California resident. Deciding to file an out-of-state LLC - single member (Wyoming). As an example:: John Doe, LLC (legal business name) with separate entities under that:: The Gourmet Kitchen; Honey … read more
rvlaw
rvlaw
Judge
Juris Doctor
3,203 satisfied customers
I recently incorporated my small, woman-owned business in the
I recently incorporated my small, woman-owned business in the state of Virginia. Our business will involve bidding on contracts with the Virginia state government to supply telecommunications commodit… read more
Law Pro
Law Pro
Doctoral Degree
19,000 satisfied customers
When can a foreign business file a lawsuit in the US for breach
When can a foreign business file a lawsuit in the US for breach of contract? For example, what if NIKE USA ordered raw materials from foreign business, conforming raw materials delivered (and get thro… read more
N Cal Attorney
N Cal Attorney
Attorney
JD
9,883 satisfied customers
What does it take and how long doe it take to change a company
What does it take and how long doe it take to change a company into a corporation? Can the name remain the same that is: Online Decorating Co. into Online Decorating Corp.?… read more
Jane T(LLC)
Jane T(LLC)
Master's Degree
18 satisfied customers
1. _____ What must be filed in order to form a limited liability
1. _____ What must be filed in order to form a limited liability company? a. Nothing. b. Articles of incorporation. c. Articles of organization. d. Certificate of limitation. 2. _____ Ten persons form… read more
Jane T(LLC)
Jane T(LLC)
Master's Degree
18 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x