Malaysia Case Law: Decisions & Judgments | LexChat

Malaysia Case Law

Option to purchase shares

  • 13 Jun 2024

    Majlis Amanah Rakyat (MARA) NAGUIB BIN MOHD NOR

    Citation
    WA-22NCC-171-04/2021 (Mahkamah Tinggi)
    Court
    High Court
    Case number
    WA-22NCC-171-04/2021 (Mahkamah Tinggi)

    Clauses 6.1(b) and 6.2(b) unambiguously limit the Defendant's liability for profit shortfalls to assignment of his entitlement to dividends; there is no express or implied term making the Defendant personally liable in cash where dividends are not declared or are insufficient. The defendant did not breach those clauses. The Defendant failed to satisfy formal notice and valuation requirements to trigger specific performance of the option to purchase shares; therefore specific performance is refused. Plaintiff's claim and Defendant's counterclaim are dismissed and each party bears its own costs.

  • 13 Jun 2024

    Majlis Amanah Rakyat (MARA) NAGUIB BIN MOHD NOR

    Citation
    WA-22NCC-171-04/2021 (Mahkamah Tinggi)
    Court
    High Court
    Case number
    WA-22NCC-171-04/2021 (Mahkamah Tinggi)

    Clauses 6.1(b) and 6.2(b) unambiguously limit the vendor's liability to satisfaction of shortfalls by assignment of his entitlement to dividends; the agreement contains no obligation for Defendant to pay cash if dividends are not declared or insufficient, Schedule 3 limitations do not apply to these specific warranty clauses, and therefore Plaintiff’s claim for RM6.6 million in cash fails; Defendant’s counterclaim for specific performance is refused because he failed to comply with clause 11.1/17.4 notice and valuation requirements and did not undertake substantial acts under s.21(3) of the S…