1. ) APLI BIN YUSOFF 2. ) HAJI ABDUL RAHMAN BIN MAT YASIN 3. ) RAMLEE BIN SAIDIN 4. ) SINCERE PROGRESS SDN BHD 1. ) Abdul Malik Bin Dasthigeer 2. ) Siadali Bin Mohd Abu Bakkar

1. ) APLI BIN YUSOFF 2. ) HAJI ABDUL RAHMAN BIN MAT YASIN 3. ) RAMLEE BIN SAIDIN 4. ) SINCERE PROGRESS SDN BHD 1. ) Abdul Malik Bin Dasthigeer 2. ) Siadali Bin Mohd Abu Bakkar

The Sessions Court's factual finding that the defendants had agreed to and signed the SSAs and then unlawfully withheld and attempted to terminate the sale was supported by documentary and email evidence; shares are not adequately compensable by damages under s11(1)(c) Specific Relief Act 1950; therefore specific performance on terms was appropriate and the appellate court would not disturb the trial judge's findings, so the Sessions Court order was set aside and substituted with the agreed minutes granting specific performance with detailed compliance conditions.

Citation
WA-12BNCC-32-09/2023 (Mahkamah Tinggi)
Parties
Appellant/1st Defendant: Apli Bin Yusoff; Appellant/3rd Defendant: Dato' Haji Abdul Rahman Bin Mat Yasin; Appellant/4th Defendant: Ramlee Bin Saidin; Appellant/5th Defendant: Sincere Progress Sdn Bhd; Respondent/1st Plaintiff: Abdul Malik Bin Dasthigeer; Respondent/2nd Plaintiff: Siadali Bin Mohd Abu Bakkar
Court
High Court
Jurisdiction
Malaysia
Judgment Date
6 March 2025
Case Number
WA-12BNCC-32-09/2023 (Mahkamah Tinggi)
Procedural Posture
Civil Appeal From Sessions Court (specific Performance of Share Sale Agreements) / High Court Judgment on Appeal Substituting Sessions Court Order; Appeal Filed to Court of Appeal by Appellants
Outcome
High Court set aside Sessions Court order dated 07-09-2023 and substituted it with agreed minutes of judgment (06-03-2025) granting specific performance on detailed terms; each party to bear own costs; appeal to Court of Appeal filed by appellants.
Legal Topics
Specific Performance, Share Sale Agreements, Enforcement of Contractual Obligations, Relief Under Specific Relief Act 1950, Court Discretion to Grant Performance on Terms
Source Language
Malay/English
Contract Law Equity Company Law Civil Procedure Specific Performance Share Sale Agreements Enforcement of Contractual Obligations Relief Under Specific Relief Act 1950 +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 7 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Apli Bin Yusoff

Appellant/1st Defendant

Dato' Haji Abdul Rahman Bin Mat Yasin

Appellant/3rd Defendant

Ramlee Bin Saidin

Appellant/4th Defendant

Sincere Progress Sdn Bhd

Appellant/5th Defendant

Abdul Malik Bin Dasthigeer

Respondent/1st Plaintiff

Siadali Bin Mohd Abu Bakkar

Respondent/2nd Plaintiff

Procedural Posture

Civil Appeal From Sessions Court (specific Performance of Share Sale Agreements) / High Court Judgment on Appeal Substituting Sessions Court Order; Appeal Filed to Court of Appeal by Appellants

Legal Issues

  1. 1 Whether valid contract existed for sale of shares
  2. 2 Whether defendants validly terminated the sale
  3. 3 Whether specific performance is the appropriate remedy instead of damages

Ratio Decidendi

The Sessions Court's factual finding that the defendants had agreed to and signed the SSAs and then unlawfully withheld and attempted to terminate the sale was supported by documentary and email evidence; shares are not adequately compensable by damages under s11(1)(c) Specific Relief Act 1950; therefore specific performance on terms was appropriate and the appellate court would not disturb the trial judge's findings, so the Sessions Court order was set aside and substituted with the agreed minutes granting specific performance with detailed compliance conditions.

Court Disposition

High Court set aside Sessions Court order dated 07-09-2023 and substituted it with agreed minutes of judgment (06-03-2025) granting specific performance on detailed terms; each party to bear own costs; appeal to Court of Appeal filed by appellants.

Orders

  • Transfer of total 80% of shares in Sincere Progress Sdn Bhd by 1st and 3rd appellants to respondents in equal shares of 40% each
  • 1st and 3rd appellants to confirm statutory payments (SST, EPF, SOCSO, HRDF, LHDN) and provide receipts and statements