JUDGMENT

Mohd Arief Emran Ariffin J:

A. Background Facts

[1] The Plaintiff and the Defendant had entered into the following agreements:

1.1 Share Sale Agreement dated 19 August 2014.

1.2 Shareholders Agreement dated 19 August 2014.

[2] The other parties to the Shareholders Agreement are Datuk Dr Ahmad Tasir bin Lope Pihie and Anthony Stephen Bedborough. The other shareholders are not party to this suit.

[3] The material terms of the Share Sale Agreement are as follows:

3.1 The Plaintiff agreed to purchase 300,000 shares in the company known Strand Aerospace Malaysia Sdn Bhd for the consideration of RM33,000,000.00.

3.2 The Defendant warrants and represents to the Plaintiff that the profit after tax of the said company for the financial year 31 May 2014 shall be no less than RM21,000,000. In the event, there is a shortfall in the said profit, then the Defendant shall "make payment of the 2104 shortfall by way of an assignment of his entitlement to dividends of the company in favour" of the Plaintiff. (clause 6.1 (b))

3.3 The Defendant warrants and represents to the Plaintiff that the profit after tax of the said company for the financial year 31 May 2015 shall be no less than RM21,300,000. In