PERBADANAN NASIONAL BERHAD 1. ) ROSLAND BIN OTHMAN 2. ) ROSLI BIN HAMAT 3. ) DATO' DR. IR. MOHD ABDUL KARIM BIN ABDULLAH

PERBADANAN NASIONAL BERHAD 1. ) ROSLAND BIN OTHMAN 2. ) ROSLI BIN HAMAT 3. ) DATO' DR. IR. MOHD ABDUL KARIM BIN ABDULLAH

The court found the Investment Agreement, Put Option Agreement and Guarantees valid and enforceable; the defendants breached their payment obligations; there were no triable issues on the 3rd Defendant’s duty-to-sell allegation because trading was suspended and the sale was discretionary under the guarantee clause; accordingly summary judgment entered for the Plaintiff against all defendants and the 3rd Defendant’s counterclaim was struck out.

Citation
WA-22NCC-177-04/2022 (Mahkamah Tinggi)
Parties
Plaintiff: Perbadanan Nasional Berhad; 1st Defendant: Rosland bin Othman; 2nd Defendant: Rosli bin Hamat; 3rd Defendant: Dato' Dr. Ir. Mohd Abdul Karim bin Abdullah
Court
High Court
Jurisdiction
Malaysia
Judgment Date
7 February 2023
Case Number
WA-22NCC-177-04/2022 (Mahkamah Tinggi)
Procedural Posture
Commercial Division Suit / Judgment on Summary Judgment and Strike Out Applications
Outcome
Summary judgment entered for Plaintiff against 1st, 2nd and 3rd Defendants; 3rd Defendant's counterclaim struck out
Legal Topics
Summary Judgment, Strike Out, Put Option, Enforceability of Guarantees, Duty to Mitigate, Costs
Source Language
Malay/English
Contract Law Commercial Law Securities Regulation Civil Procedure Guarantee and Indemnity Summary Judgment Strike Out Put Option +3 more

Case Brief

Summary, issues, holding and outcome

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Parties

Perbadanan Nasional Berhad

Plaintiff

Rosland bin Othman

1st Defendant

Rosli bin Hamat

2nd Defendant

Dato' Dr. Ir. Mohd Abdul Karim bin Abdullah

3rd Defendant

Procedural Posture

Commercial Division Suit / Judgment on Summary Judgment and Strike Out Applications

Legal Issues

  1. 1 Whether the Investment Agreement, Put Option Agreement and Guarantees are enforceable
  2. 2 Whether the 1st and 2nd Defendants breached their obligation to top up the shortfall and to pay the put option price
  3. 3 Whether the 3rd Defendant is liable as guarantor for the shortfall and put option price

Ratio Decidendi

The court found the Investment Agreement, Put Option Agreement and Guarantees valid and enforceable; the defendants breached their payment obligations; there were no triable issues on the 3rd Defendant’s duty-to-sell allegation because trading was suspended and the sale was discretionary under the guarantee clause; accordingly summary judgment entered for the Plaintiff against all defendants and the 3rd Defendant’s counterclaim was struck out.

Court Disposition

Summary judgment entered for Plaintiff against 1st, 2nd and 3rd Defendants; 3rd Defendant's counterclaim struck out

Orders

  • Summary judgment entered against the 1st, 2nd and 3rd Defendants for RM46,055,943.81
  • Costs fixed at RM5,000.00 to be paid by the 1st and 2nd Defendants jointly and severally