A settlement agreement supersedes prior judicial orders and resolves disputes conclusively, even without an irrevocability clause.

JUDGMENT

Jamhirah Ali J:

Introduction

[1] The Plaintiff, Lee Hwa Yang, filed an Originating Summons seeking the enforcement of a High Court Order dated 9 June 2017, directing the Defendants to transfer certain shares in Syarikat Pembinaan Sujaman Sdn Bhd to the Plaintiff.

[2] The Defendants opposed this application, contending that the subsequent Deed of Settlement dated 26 October 2018 supersedes the High Court Order.

[3] The issue before this Court is whether the Deed of Settlement supersedes the High Court Order, thereby precluding its enforcement.

Facts Of The Case

[4] In 2016, the Plaintiff initiated proceedings vide an originating summons no BA-24-979-09/2016 concerning disputes arising from a Trust Deed dated 8 December 2002. This led to the High Court Order on 9 June 2017 in favour of the Plaintiff.

[5] The Defendants appealed against the High Court Order. However, the parties signed a Deed of Settlement on 26 October 2018 to resolve their disputes. Following this, the Defendants withdrew their appeals.

[6] The Plaintiff argued that the High Court Order remained valid and enforceable. The Defendants, on the other hand, argued that the Deed constitutes a final resolution of the disputes and extinguishes the enforceability of the High Court Order.

Arguments By The Plaintiff

[7] The Plaintiff's arguments are as follows:

a. The High Court Order remained valid and enforceable as it has not been set aside, nullified, or reversed by any subsequent Court order.

b. The Deed of Settlement does not explicitly state that it supersedes Court orders. The phrase "prior arrangements" in cl 7 of the Deed of Settlement does not include the High Court Order.

c. The Deed of Settlement is not irrevocable as it does not contain express terms to that effect. This distinguishes the present case from the case of Professor Dato' Dr Sellappan Subbiah v. Datuk Subbiah Thevarayan Chettiar & Ors (Professor Dato' Dr Sellappan s/o Subbiah) where the settlement agreement was explicitly deemed "irrevocable".

d. Even if consideration has been exchanged under the Deed of Settlement, such consideration can be returned, and the High Court Order remains enforceable.

[8] The Plaintiff relied on the case of Professor Dato' Dr Sellappan s/o Subbiah to argue that the absence of the term "irrevocable" in the Deed of Settlement agreement undermines its finality.

[9] The Plaintiff also contended that enforcing the Deed of Settlement over the High Court Order undermines the authority of the Court .

Arguments By The Defendants

[10] The Defendants contended the following:

a. The Deed of Settlement was a final and binding resolution of all disputes, executed with the consent of all parties. Clause 7 of the Deed of Settlement expressly states that it supersedes all prior arrangements, which includes the High Court Order.

b. Pursuant to Halsbury's Laws of England (4th Ed) Vol 37 and the case of Sambu (M) Sdn Bhd v. Stone World Sdn Bhd (formerly known as Kostone Sdn Bhd) & Anor; , a settlement agreement supersedes all prior causes of action, including judicial orders.

c. The irrevocability of the Deed of Settlement is irrelevant. The Plaintiff argued that even in Professor Dato' Dr Sellappan s/o Subbiah, the Court held that settlement agreements aim to achieve a full, final and conclusive resolution of disputes.

d. The Plaintiff, having accepted the terms of the Deed of Settlement and the withdrawal of the Defendants' appeals, cannot now seek to revive the High Court Order. The appropriate remedy, if any, would be an action for breach of the Deed of Settlement, not the enforcement of the extinguished High Court Order.

e. The Defendants relied on the Court of Appeal case of Pacific Sanctuary Holdings Sdn Bhd v. Masaland Construction Sdn Bhd ; [2020] 3 MLJ 692; and the case of Green v. Rozen and Others [1955] 1 WLR 741 , which affirmed that a settlement agreement replaces prior litigation.

f. The Defendants further relied on the Singapore Court of Appeal