Interveners can join proceedings if their legal interests are affected, not merely commercial interests; a Mareva injunction requires proof of a risk of asset dissipation.

A. Introduction

[1] This judgment concerns four applications:

a. In encl 37, an application by the plaintiff for a Mareva injunction ("Mareva Injunction Application"); and

b. In encls 61, 63 and 65, applications by the 1st, 2nd and 3rd interveners respectively to intervene in these proceedings for the purpose of objecting to the Mareva Injunction Application (collectively, the "Intervention Applications").

[2] After hearing submissions of counsel, I allowed the Intervention Applications and dismissed the Mareva Injunction Application. These are the full grounds of my decision.

B. Background Facts

[3] The 1st defendant was incorporated in 2016, and carried on the business of trading in durian fruits and other related products. At the time of incorporation, the directors and shareholders of the 1st defendant were the 2nd defendant and Lim Kim Tai ("LKT").

[4] By a subscription agreement dated 20 August 2017, the plaintiff subscribed to 50% of shares in the 1st defendant. The 2nd defendant held 40% of the shares in the 1st defendant, while LKT held 10% of the shares.

[5] The plaintiff, the defendants and LKT also entered into a shareholders' agreement dated 20 August 2017 ("SHA") to regulate their relationship as shareholders of the 1stdefendant.

[6] Clause 10.1 of the SHA provides that in the event the 1st defendant requires additional funds for working capital, the plaintiff agreed to provide a shareholder's loan up to a maximum of RM30,000,000 to the 1st defendant, which shall be available for three years from 1 November 2017. The clause further states that the loan is subject to inter alia the following conditions:

a. The 2nd defendant is required to provide a personal guarantee for repayment of 50% of the outstanding loan amount; and

b. The plaintiff is entitled to charge interest on the outstanding loan amount.

[7] Between November 2017 to January 2019, the plaintiff provided additional funding of RM26,040,000 to the 1st defendant ("Loan"). Between June to April 2020, the 1st defendant repaid RM11,950,000, leaving a principal balance of RM14,090,000.

[8] The plaintiff is seeking the following:

a. The outstanding principal loan and interest, totalling RM15,452,109.63 against the 1st defendant ("Outstanding Amount"); and

b. The guaranteed amount of 50% of the Outstanding Amount, totalling RM7,726,054.82 against the 2nd defendant ("Guaranteed Amount").

[9] The defendants' principal defence is that two directors of the 1st defendant who are nominees of the plaintiff have frustrated, hampered and constrained the 1st defendant's business.

[10] The defendants filed a counterclaim seeking, amongst others, a declaration that the plaintiff had induced or caused a breach of the SHA, a declaration that the plaintiff is estopped from claiming the Outstanding Amount and the Guaranteed Amount, losses and damages.

[11] In the course of proceedings, the plaintiff filed the Mareva Injunction Application, and sought to restrain the 1st defendant and the 2nd defendant respectively, from inter alia:

a. withdrawing, causing or allowing to be withdrawn any money or credit balances from any account in the 1st or 2nd defendants' names in Malaysia; and

b. removing, causing or allowing to be removed, or dissipating, disposing, charging or dealing with, or diminishing the value of the 1st or 2nd defendants' assets in Malaysia,

up to the value of RM17,000,000 for each defendant.

[12] On 17 October 2022, the court granted an ad interim Mareva injunction which applied to accounts held by the 1st defendant, pending the disposal of the Mareva Injunction Application ("Ad Interim Mareva Order").

[13] Before the Mareva Injunction Applica