Specific performance of Put and Call Option Agreements is granted when notices are valid and damages are inadequate, reaffirming that the intent and substance of contractual agreements take precedence over mere formality.

Wan Muhammad Amin Wan Yahya J:

(Enclosure 8)

[1] This was the Plaintiff's application (encl 8) for summary judgment against the Defendants pursuant to O 81 r 1 of the Rules of Court 2012 ("this Application").

[2] In this Application the Plaintiff sought specific performance of two Put and Call Option Agreements and alternatively, damages in lieu thereof.

A] Salient Background Facts

[3] On 27 January 2022, the Plaintiff and the 1st Defendant entered into a Put and Call Option Agreement ("Agreement 1") with an attached Term Sheet. Under Agreement 1:

i) The Plaintiff granted the 1st Defendant a Call Option to buy back RM24,000,000.00 worth of shares (15,325,000 shares) in Revenue Group Berhad ("Option Shares 1").

ii) The 1st Defendant granted the Plaintiff a Put Option to sell the Option Shares 1 at a pre-agreed price.

iii) Transaction price: RM1.475/share; Put Option price: RM1.623/share.

iv) Option Period: 12 months from 17 February 2022; Maturity Date: 16 February 2023.

[4] On 10 March 2022, the parties entered into a second Put and Call Option Agreement ("Agreement 2") concerning RM15,000,000.00 worth of shares (10,500,000 shares) with a Maturity Date of 17 March 2023. The terms of Option Agreement 2, including the Put and Call rights, pricing mechanics, and notice provisions, were materially similar to those in Option Agreement 1.

[5] The 2nd Defendant executed Personal Guarantees contemporaneously with both Agreements.

[6] In March 2022, the 1st Defendant partially exercised the Call Option under Agreement 2, resulting in the Plaintiff selling 3,000,000 shares in tranches.

[7] On 31 January 2023 and 3 March 2023, the Plaintiff issued notices to exercise the Put Options under Agreement 1 and Agreement 2 respectively ("the 31 January 2023 and 3 March 2023 Notices" or "Put Option Notices").

[8] The Defendants failed to complete the purchase, resulting in letters of demand dated 23 March 2023 and 27 March 2023.

B] The Plaintiff's Case

[9] The Plaintiff contended that:

i) The Put Options were validly exercised via the Put Option Notices dated 31 January 2023 and 3 March 2023.

ii) The Put Option Notices followed the essence of cl 2.2 and the form and timing contemplated under the Agreements.

iii) The Defendants failed to respond until after legal demands were made, which supports the view that the notices were sufficiently clear.

iv) cl 5 of the Agreements obligated the 1st Defendant to pay the Total Share Price before the shares were credited into its securities account.

[10] The Plaintiff essentially sought the following reliefs:

i) Specific performance for purchase of Option Shares 1 (RM24,872,475.00) and Option Shares 2 (RM11,550,000.00).

ii) Alternatively, damages in the respective amounts.

iii) Interest and costs.

C] The Defendants' Case

[11] The Defendants argued that:

i) This Application was procedurally defective under O 81 r 2(2) of the Rules of Court.

ii) The Notices dated 31 January 2023 and 3 March 2023 were not valid Put Exercise Notices.

iii) The 1st Defendant's obligation to pay had not arisen as the shares were not credited.

iv) The 2nd Defendant was not party to the Agreements and could not be compelled to perform.

v) Specific performance was not available and damages, if any, were unproven.

D] Preliminary Objection

[12] The procedural objection under O 81 r 2(2) of the Rules of Court 2012 was not pursued during the hearing and is therefore deemed abandoned. It was contended that this Application failed to state the reliefs and grounds in the application itself.

[13] In my view, the objection is without merit. This Application clearly identified the reliefs sought and was supported by an affidavit that exhibited the relevant agreements and notices. The Defendants were not prejudiced or taken by surprise. As held in Sova Sdn Bhd v. Kasih Sayang Realty Sdn Bhd 1987 MarsdenLR 521 ; 1987 MarsdenLR 932 at 269, it is not mandatory for an application under O 81 to be accompanied by the "minutes of judgment" and failure to do so does not const