XXXX 1. ) XXXX 2. ) MELATINI DEVELOPMENT SDN.BHD.

XXXX 1. ) XXXX 2. ) MELATINI DEVELOPMENT SDN.BHD.

The DMC and related CDTA expressly and by necessary implication made Aligan’s obligations to fund the Project and to pay the cash consideration conditional upon the execution and subsistence of the Privatisation Agreement; ADSB’s notice of termination was legally deficient and ADSB was not entitled to terminate;...

Source-derived case information.

Citation
WA-22NCC-90-02/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Abdul Aziz bin Haji Ahmad; Plaintiff: Lily Nurlina binti Ahmad; Plaintiff: Tun Haji Mohammed Hanif bin Omar; Plaintiff: Toh Puan Hamidah binti Abdul Hamid; 1st Defendant: Aligan Development Sdn. Bhd.; 2nd Defendant: Awana Melati Corporation Sdn. Bhd.; 3rd Defendant: Melatini Development Sdn. Bhd.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
15 August 2023
Case Number
WA-22NCC-90-02/2020 (Mahkamah Tinggi)
Procedural Posture
Commercial Civil Suit (high Court, Commercial Division) / Judgment After Trial
Outcome
Plaintiffs' purported termination declared unlawful; declarations in favour of Plaintiffs on ownership of shares; transfers of AMC and MD shares ordered to be restored; damages to be assessed and costs awarded to Defendant
Legal Topics
Termination of Contract, Breach of Deed of Mutual Covenants, Transfer of Shares, Specific Performance V Damages, Privatisation Agreements, Funding Obligations, Shareholder Dispute
Contract Law Company Law Property Law Equity Administrative Law Termination of Contract Breach of Deed of Mutual Covenants Transfer of Shares +4 more

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Parties

Abdul Aziz bin Haji Ahmad

Plaintiff

Lily Nurlina binti Ahmad

Plaintiff

Tun Haji Mohammed Hanif bin Omar

Plaintiff

Toh Puan Hamidah binti Abdul Hamid

Plaintiff

Aligan Development Sdn. Bhd.

1st Defendant

Awana Melati Corporation Sdn. Bhd.

2nd Defendant

Melatini Development Sdn. Bhd.

3rd Defendant

Procedural Posture

Commercial Civil Suit (high Court, Commercial Division) / Judgment After Trial

Legal Issues

  1. 1 Whether ADSB validly terminated the Deed of Mutual Covenants (DMC) and related agreements
  2. 2 Whether Aligan's obligations to fund the Project and pay cash consideration were conditional on execution and subsistence of the Privatisation Agreement
  3. 3 Whether Aligan was entitled to transfer and retain the AMC and MD shares as legal and beneficial owner

Ratio Decidendi

The DMC and related CDTA expressly and by necessary implication made Aligan’s obligations to fund the Project and to pay the cash consideration conditional upon the execution and subsistence of the Privatisation Agreement; ADSB’s notice of termination was legally deficient and ADSB was not entitled to terminate; Aligan’s transfer of the AMC and MD shares without payment of the cash consideration was wrongful and those shares must be returned; because the Privatisation Agreement can no longer be secured, damages in lieu of specific performance are appropriate.

Court Disposition

Plaintiffs' purported termination declared unlawful; declarations in favour of Plaintiffs on ownership of shares; transfers of AMC and MD shares ordered to be restored; damages to be assessed and costs awarded to Defendant

Orders

  • Declaration that termination of the DMC is unlawful and null and void
  • Declaration that the 1st and 2nd Plaintiffs are legal and beneficial owners of the shares in the 2nd Defendant