Solaris Estates Sdn Bhd 1. ) Mat Shah bin Safuan 2. ) Syarikat Pembinaan Kota Laksamana (Melaka) Sdn Bhd

Solaris Estates Sdn Bhd 1. ) Mat Shah bin Safuan 2. ) Syarikat Pembinaan Kota Laksamana (Melaka) Sdn Bhd

The letter signed by the 2nd Defendant's GM did not constitute a directors' warrant to act; the Mode of Settlement Agreement expressly preserved the Consent Judgment as enforceable and its terms were clear and unambiguous; on construction of the documents the Plaintiff breached the Mode and O14A was the proper procedure to finally determine those questions, warranting dismissal of the Plaintiff's claim against the 1st Defendant.

Citation
JA-22NCVC-206-11/2019 (Mahkamah Tinggi)
Parties
Plaintiff: Solaris Estates Sdn Bhd; 1st Defendant: Mat Shah bin Safuan; 2nd Defendant: Syarikat Pembinaan Kota Laksamana (Melaka) Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
13 September 2020
Case Number
JA-22NCVC-206-11/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Suit (specific Performance / Contract) / Grounds of Decision on Interlocutory Applications Under O14 A/o33 RC 2012
Outcome
Enclosure 18 allowed; Enclosure 5 allowed in part under O14A; Plaintiff's claim against 1st Defendant dismissed.
Legal Topics
Specific Performance, Consent Judgment, Mode of Settlement Agreement, Authority to Act/warrant to Act, Striking Out Under O14 a, Winding Up, Estoppel by Record
Source Language
Malay/English
Company Law Contract Law Civil Procedure Equity Corporate Insolvency Specific Performance Consent Judgment Mode of Settlement Agreement +4 more

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Parties

Solaris Estates Sdn Bhd

Plaintiff

Mat Shah bin Safuan

1st Defendant

Syarikat Pembinaan Kota Laksamana (Melaka) Sdn Bhd

2nd Defendant

Procedural Posture

Civil Suit (specific Performance / Contract) / Grounds of Decision on Interlocutory Applications Under O14 A/o33 RC 2012

Legal Issues

  1. 1 Whether solicitors had authority to act for 2nd Defendant (warrant to act)
  2. 2 Whether Mode of Settlement Agreement superseded or rendered unenforceable the earlier Consent Judgment
  3. 3 Whether Plaintiff breached the Mode of Settlement Agreement

Ratio Decidendi

The letter signed by the 2nd Defendant's GM did not constitute a directors' warrant to act; the Mode of Settlement Agreement expressly preserved the Consent Judgment as enforceable and its terms were clear and unambiguous; on construction of the documents the Plaintiff breached the Mode and O14A was the proper procedure to finally determine those questions, warranting dismissal of the Plaintiff's claim against the 1st Defendant.

Court Disposition

Enclosure 18 allowed; Enclosure 5 allowed in part under O14A; Plaintiff's claim against 1st Defendant dismissed.

Orders

  • Remove Messrs Richard Wee Chambers as solicitors for the 2nd Defendant (enclosure 18 allowed)
  • Determine Questions 1.2, 1.4, 1.5 and 1.6 under O14A in favour of the 1st Defendant (enclosure 5 allowed in part)