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2025 MarsdenLR 642
HIGH COURT MALAYA KUALA LUMPUR
SOTELLA FUND PTE LTD – Appellant
Versus
BAMBOO QUEST SDN BHD & ANOTHER CASE – Respondent
[Civil Suit No: WA-22NCvC-104-03/2023 & WA-22NCvC-562-10/2023]
A stay of proceedings is an exceptional remedy requiring compelling reasons; mere inconvenience does not suffice to justify a stay.
Headnote:(A) Legal principles regarding stay of proceedings - The court emphasized that a stay is an exceptional remedy, granted only in the presence of special circumstances (Para 11).
(B) The Defendants failed to demonstrate compelling reasons for a stay, which would reward delay tactics (Paras 15, 17).
(C) The court is equipped to determine valuation complexities and will not permit indefinite delays based on mere difficulties (Para 18).
Facts of the case:
The Plaintiff initiated a suit for breach of contract and misrepresentation against the Defendants, who sought a stay of proceedings citing valuation issues related to the BSA Lands (Paras 4-5).
Findings of Court:
The court found no compelling reasons for a stay and emphasized the need for the trial to proceed (Paras 15, 19).
Issues: The main issues included whether the Defendants established special circumstances for a stay and the implications of the valuation of the BSA Lands (Paras 10, 18).
Ratio Decidendi: The court ruled that the Defendants' inability to demonstrate compelling reasons for a stay justified the continuation of the trial, as delaying would frustrate justice (Paras 15, 19).
Result: The application for a stay is dismissed with costs awarded to the Plaintiff.
| Table of Content |
|---|
| 1. factual background of claims and agreements. (Para 1 , 4 , 5 , 6 , 7) |
| 2. parties' arguments regarding stay application. (Para 2 , 8 , 9) |
| 3. court's analysis of stay application principles. (Para 3 , 10 , 11 , 12 , 13 , 14 , 18) |
| 4. ratio decidendi on denial of stay. (Para 15 , 16 , 17) |
| 5. conclusion and order regarding costs. (Para 19) |
[1] The Court is seized of this matter concerning the Defendants' application for a stay of proceedings, filed via encl 138, supported by an affidavit in support (Enclosure 139). The Plaintiff opposes this application, it had filed its notice of intention to refer to its previous affidavits - Enclosures 11 and 12 (which the Plaintiff filed to oppose the Defendants' application for a stay of proceedings encl 6), encls 13 and 14 (which the Plaintiff filed to opposed the Defendants' application to strike out this suit and a stay of proceedings encl 8), encls 71 and 72 (the Plaintiffs affidavits in relations to the Defendants' application to amend their Defence encl 69), and encl 77 (which was filed by the Plaintiff in support of its application to amend its claim encl 68). There are more affidavits for this stay application namely encls 145, 151, 153, 154 and 156.
[2] The parties' arguments in their written form are found in Enclosure 157 (the Defendants') and encl 160 (the Plaintiff's).
[3] This Court appreciates the detailed submissions made by both parties and acknowledges the importance of ensuring a fair and just determination of the issues raised. Given that the trial is at an advanced stage, this Court must carefully consider whether a stay would serve the ends of justice or whether it would unduly delay the resolution of this matter.
The Proceedings
[4] The Plaintiff commenced this suit against the Defendants for claims arising from an alleged breach of contractual obligations, misrepresentations, and failure to meet agreed upon financial commitments in connection with the following agreements:
(a) Share Subscription Agreement (SSA) dated 21 December 2016;
(b) Letter of Agreement dated 5 January 2017;
(c) Supplemental Agreement dated 7 September 2021;
(collectively known as the Principal Agreements).
[5] The Plaintiff contends the Defendants, through their subsidiary Lextrend Sdn Bhd failed to fulfil their obligations under these agreements, including the redemption of preference shares. Further, the Plaintiff alleges that material misrepresentations were made by the Defendants, which induced the Plaintiff to enter into the agreement.
[6] Additionally, the obligations under the Principal Agreements were secured by:
(a) Deed of Undertaking & Indemnity (DoU) dated 21 December 2016, between the Plaintiff and Lextrend Sdn Bhd's shareholders, namely the Defendants;
(b) Memorandum of Deposit (MoD) dated 21 December 2016 in which certain lands (the BSA Lands) were pledged as security against the payments due from Lextrend Sdn Bhd;
[7] The Defendants had previously filed two similar stay applications, both of which were dismissed. The present stay application encl 138 is their third attempt to halt the proceedings.
The Arguments
[8] The key reason advanced by the Defendants for seeking this stay is the Consequential Order of this Court made on 21 August 2024 regarding the valuation of the BSA Land. The Defendants argue that the Consequential Order fixed the value of the BSA Lands at RM125,000,000.00 (as per the Plaintiffs valuation) instead of their own valuation of RM188,000,000.00 or RM198,500,000.00 as stated in the judgment dated 9 September 2024. The Defendants contend that this Court will be placed in a difficult position to determine the valuation thus justifying the stay application pending the disposal of their appeal at the Court of Appeal against the Consequential Order (amongst the other appeals that the Defendants had lodged).
[9] The Plaintiff, as can be clearly seen, opposes the stay asserting that it is a delay tactic and that the trial is at an advanced stage, with
