The court established that a Plaintiff must demonstrate serious issues, unconscionability, and full disclosure to obtain an interlocutory injunction, which the Plaintiff failed to do.

JUDGMENT

(Interlocutory Injuction)

Hazizah Kassim JC:

A. Introduction

[1] The Plaintiff seeks to prohibit the Defendant from enforcing all the Security Agreement against the Plaintiff and to injunct the Defendant from filing a winding up petition.

[2] On 26 March 2024 this Court dismissed the Plaintiff's application with cost. The reasons for my decision are set out below.

B. Background Facts

[3] The Plaintiff is the developer for a mixed development project on Lot 3901, HS(D) 61423, Jalan Aman Fasa III (Kg. Berembang), Mukim Ulu Klang, Gombak, Selangor (the Project).

[4] The Plaintiff was also the customer of Defendant. Various facilities have been granted by the Defendant to the Plaintiff at the request of the Plaintiff since 207 until 2020.

[5] By a Letter of Award dated 31 December 2013 the Plaintiff appointed China Railway Engineering Corporation (M) Sdn Bhd and Bismark Construction & Engineering Sdn Bhd as main contractors for the development of the said Project.

[6] In order to guarantee payment of the completion of the works undertaken by the main contractor, the Plaintiff requested the Defendant to issue a bank guarantee in favour of China Railway Engineering Corporation (M) Sdn Bhd as the beneficiary.

[7] Pursuant to Plaintiff's request on 5 February 2015, the Defendant issued four bank guarantees in favour of the beneficiary in the sum of RM108,000,000.00, RM115,000,000.00, RM118,000,000.00 and RM135,000,000.00 totalling of RM476,000,000.00. The Plaintiff then issued a Letter of Indemnity dated 25 September 2019 in favour of the Defendant.

[8] Subsequently, MBSB Bank Berhad which is the assignee bank of the beneficiary, demanded payment of a guaranteed sum of RM476,000,000.00 as seen in a letter dated 7 January 2020 (Exhibit SDB-7). Upon receiving the demand letter from MBSB attached with a certified true copy of Certificate of Practical Completion (CPC), the Defendant released the guaranteed sum of RM476,000,000.00 to the beneficiary on 30 January 2020. There was no objection raised by the Plaintiff at this material time.

[9] After the bank guarantee was released, the Plaintiff requested the Defendant to convert the bank guarantee of RM476,000,000.00 into a term loan facility. The Defendant issued Offer Letter dated 6 August 2020 and subsequently the parties entered into The Facility Agreement. The term loan facility in the sum of RM476,000,000.00 is to reimburse the Defendant for the amount paid arising from the call by the beneficiary under the bank guarantees.

[10] The Defendant alleges that Plaintiff has defaulted in making payments under three Term Loan Facilities for the sums of RM476,000,000.00, RM104,100,000.00 and RM235,000,000.00, despite the reminders issued by the Defendant. By letter of demand dated 25 September 2023, the Defendant demanded the Plaintiff to pay the outstanding instalment on or before 9 October 2023.

[11] The Plaintiff made a request to the Defendant to defer the payment of the annual instalment for the said loan facility of RM476,000,000.00. The Defendant allowed the Plaintiff's request for an extension of time before 16 October 2023.

[12] Instead of making payment to the Defendant, the Plaintiff submitted the proposed settlement payment and explained the background and issues which contributed to the delay on the part of Plaintiff as seen in letter dated 16 October 2023.

[13] However, the Defendant refused to accept the said proposal. On 25 October 2023, solicitors for the Defendant issued letters to the Plaintiff and the security parties stating that an event of default has occurred and demanded the Plaintiff to pay all sums due under the Term Loan Facilities.

[14] By way of letter dated 1 November 2023, the Plaintiff wrote to the Defendant's counsel and informed that parties are in the midst of negotiation. On 14 November 2023, the Plaintiff proposed to pay the sum RM37,000,000.00 in year of 2023 and RM500,000,000.00 to be paid in the year of 2024.

[15] The Plaintiff failed to make any payment to the