MILLION WESTLINK SDN. BHD. (Company No.: 1089796-U) 1. ALLIANCE INVESTMENT BANK BERHAD (Company No.: 21605-D) 2. MAYBANK INVESTMENT BANK BERHAD (Company No.: 15938-H) 3. UNIVERSAL TRUSTEE (MALAYSIA) BERHAD (Company No.: 28650-D)
The High Court correctly held that the refusal of specific performance and the award of damages in the SPA Action effectively terminated the 2014 SPA; consequently the Plaintiff ceased to have enforceable rights under that SPA and lacked locus to seek injunctions restraining defendants or the Trustee; the 1st Defendant lawfully transferred its notes under the 2019 SPA and the Vesting Order remains valid; Plaintiff is judicially estopped from contrary contentions given its prior litigation posture.
- Citation
- WA-24NCC-49-01/2020 (Mahkamah Tinggi)
- Parties
- Plaintiff: Million Westlink Sdn. Bhd.; 1st Defendant: Alliance Investment Bank Berhad; 2nd Defendant: Maybank Investment Bank Berhad; 3rd Defendant: Universal Trustee (Malaysia) Berhad
- Court
- High Court
- Jurisdiction
- Malaysia
- Judgment Date
- 8 July 2020
- Case Number
- WA-24NCC-49-01/2020 (Mahkamah Tinggi)
- Procedural Posture
- Originating Summons (commercial Division) / Judgment on Originating Summons and Enclosure Applications
- Outcome
- Enclosure 1 dismissed with costs; Enclosure 6 dismissed with costs; Vesting Order and 2019 SPA upheld as valid; Plaintiff has no locus and claims dismissed.
- Legal Topics
- Specific Performance, Damages in Lieu of Specific Performance, Sale and Purchase of Debt Instruments, Vesting Orders, Judicial Estoppel, Enforcement of Security, Injunctions
- Source Language
- Malay/English
Case Brief
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
Parties
Million Westlink Sdn. Bhd.
Plaintiff
Alliance Investment Bank Berhad
1st Defendant
Maybank Investment Bank Berhad
2nd Defendant
Universal Trustee (Malaysia) Berhad
3rd Defendant
Procedural Posture
Originating Summons (commercial Division) / Judgment on Originating Summons and Enclosure Applications
Legal Issues
- 1 Whether the Sale and Purchase Agreement dated 5.8.2014 (2014 SPA) remained enforceable after the High Court refused specific performance and awarded damages
- 2 Whether the Plaintiff had locus to restrain the 2nd Defendant from exercising voting rights in respect of the 16,592,833 notes transferred by the 1st Defendant
- 3 Whether the 2019 SPA and the Vesting Order validly transferred the 1st Defendant's notes to the 2nd Defendant
Ratio Decidendi
The High Court correctly held that the refusal of specific performance and the award of damages in the SPA Action effectively terminated the 2014 SPA; consequently the Plaintiff ceased to have enforceable rights under that SPA and lacked locus to seek injunctions restraining defendants or the Trustee; the 1st Defendant lawfully transferred its notes under the 2019 SPA and the Vesting Order remains valid; Plaintiff is judicially estopped from contrary contentions given its prior litigation posture.
Court Disposition
Enclosure 1 dismissed with costs; Enclosure 6 dismissed with costs; Vesting Order and 2019 SPA upheld as valid; Plaintiff has no locus and claims dismissed.
Orders
- Enclosure 1 dismissed with costs fixed at RM 40,000.00 to be paid jointly and severally by Reza bin Shariffuddin, Maziah binti Said and Tan Sri Lim Cheng Pow personally to the 1st Defendant
- Enclosure 1 dismissed with costs fixed at RM 40,000.00 to be paid jointly and severally by Reza bin Shariffuddin, Maziah binti Said and Tan Sri Lim Cheng Pow personally to the 2nd Defendant
Full Case Text
Judgment text and source record
Sign in to read
Sign in to read the full judgment text
Sign in to read the full judgment text. Downloads and additional research tools may depend on your plan.
Sign in to read the full judgment