KENANGA INVESTORS BERHAD 1. ) ZULRAFQ CAPITAL SDN BHD 2. ) TAN SRI ZULHASNAN BIN RAFIQUE PIHAK TERKILAN 1. ) DATUK WIRA ISMITZ MATTHEW 2. ) MUHAMMAD TAQIUDDIN HALIM

KENANGA INVESTORS BERHAD 1. ) ZULRAFQ CAPITAL SDN BHD 2. ) TAN SRI ZULHASNAN BIN RAFIQUE PIHAK TERKILAN 1. ) DATUK WIRA ISMITZ MATTHEW 2. ) MUHAMMAD TAQIUDDIN HALIM

Plaintiff satisfied the procedural and substantive prerequisites for summary judgment under Order 81; Defendants failed to establish any bona fide triable issue—alleged third‑party arrangements, conspiracy and sham assertions were unproven and inconsistent with contemporaneous documents and contract terms—therefore specific performance of the Option Agreement was ordered and costs awarded.

Citation
WA-22NCC-140-03/2023 (Mahkamah Tinggi)
Parties
Plaintiff / Counter Defendant: Kenanga Investors Berhad; First Defendant / Counter Plaintiff: Zulrafq Capital Sdn Bhd; Second Defendant / Counter Plaintiff: Tan Sri Zulhasnan bin Rafique; Defendant (counterclaim): Muhammad Taqiuddin Halim; Defendant (counterclaim): Datuk Wira Ismitz Matthew De Alwis
Court
High Court
Jurisdiction
Malaysia
Judgment Date
22 November 2023
Case Number
WA-22NCC-140-03/2023 (Mahkamah Tinggi)
Procedural Posture
Commercial Contract Dispute Summary Judgment Application Under Order 81 ROC 2012 / Judgment on Summary Judgment Application (order 81)
Outcome
Summary judgment entered for the Plaintiff; order for specific performance granted.
Legal Topics
Put and Call Option Agreement, Specific Performance, Summary Judgment, Personal Guarantee, Sham Agreement, Third Party Payments
Source Language
Malay/English
Contract Law Civil Procedure Commercial Law Tort (conspiracy) Put and Call Option Agreement Specific Performance Summary Judgment Personal Guarantee +2 more

Case Brief

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Parties

Kenanga Investors Berhad

Plaintiff / Counter Defendant

Zulrafq Capital Sdn Bhd

First Defendant / Counter Plaintiff

Tan Sri Zulhasnan bin Rafique

Second Defendant / Counter Plaintiff

Muhammad Taqiuddin Halim

Defendant (counterclaim)

Datuk Wira Ismitz Matthew De Alwis

Defendant (counterclaim)

Procedural Posture

Commercial Contract Dispute Summary Judgment Application Under Order 81 ROC 2012 / Judgment on Summary Judgment Application (order 81)

Legal Issues

  1. 1 Whether Defendants breached the Put and Call Option Agreement by failing to purchase the Option Shares
  2. 2 Whether alleged third‑party arrangements and payments by Muhammad Taqiuddin Halim discharge or alter Defendants' contractual obligations
  3. 3 Whether allegations of conspiracy to injure amount to a bona fide triable issue

Ratio Decidendi

Plaintiff satisfied the procedural and substantive prerequisites for summary judgment under Order 81; Defendants failed to establish any bona fide triable issue—alleged third‑party arrangements, conspiracy and sham assertions were unproven and inconsistent with contemporaneous documents and contract terms—therefore specific performance of the Option Agreement was ordered and costs awarded.

Court Disposition

Summary judgment entered for the Plaintiff; order for specific performance granted.

Orders

  • First Defendant and/or Second Defendant shall specifically perform their obligation to purchase 179,132,800 Option Shares at the Put Option Price of RM34,214,364.80 within 14 days from date of judgment.
  • Defendants to pay costs to the Plaintiff of RM5,000.00 subject to the discretion of the taxing officer.