A proposed intervener in a lawsuit must demonstrate a legal interest affected by the proceeding, further emphasizing corporate governance and attention to the authority of shareholders.

JUDGMENT

Abdul Aziz Abdul Rahim JCA:

Introduction

[1] The Plaintiff had on the 16th December 2020 obtained an ex parte injunction order against the 1st and 2nd Defendants as follows:

(a) A declaration that the Plaintiff, as a surety under two (2) Letters of Guarantee both dated 16 November 2010 in favour of the 1st Defendant as security banking facilities totalling RM25.0 million granted by the 1st Defendant to the 2nd Defendant ('the facilities'), is entitled to the benefit of all the other securities deposited and/or listed under the Letter of Offer dated 9 August 2010 made by the 1st Defendant and accepted by the 2nd Defendant, including the 2nd Defendant's property described as Lot 1 Block 27 Kakus Land District charged by the 2nd Defendant to the 1st Defendant under the Memoranda of Charge Instrument No. L.06905/2010 and L.06906/2010 registered at the Bintulu Land Registry Office on 30th December, 2010 ('the Securities');

(b) A declaration that the Plaintiff as a surety is entitled to be subrogated to the rights of the 1st Defendant as the chargee under the Securities;

(c) A declaration that the 2nd Defendant is not entitled to the discharge of the Securities unless and until the sum of RM4.5 million together with all accrued default interests thereon (if any) shall have been repaid in full by the 2nd Defendant to the Plaintiff;

(d) An injunction to restraint the 1st Defendant, whether by themselves and/or by their agents and/or servants or otherwise howsoever, from discharging the Securities;

(e) An Order that the 1st Defendants and/or 2nd Defendant do execute all such documents and do all whatsoever acts matters and things necessary to give effect to the Plaintiff's rights of subrogation and the Plaintiff's rights as subrogate to the benefit of the Securities.

[2] The Proposed Intervener had on the 12th January 2021 filed the Notice of Application in encl. 28 for the following orders: -

(a) that Kathryn Ma Wai Fong (WN KP No: 430824-71-5042) as the executrix of the estate of the late Wong Kie Nai be allowed to intervene and be added as a defendant in this proceeding;

(b) that the heading of this action be amended by adding Kathryn Ma Wai Fong as the 3rd Defendant;

(c) in the interim, all proceedings other than the proceedings relating to this application be stayed pending the compliance with this Order;

(d) costs of and occasioned by this application be costs in the cause; and

(e) that such further or other orders or directions be made or given as this Honourable Court deems just.

[3] The cause papers filed in this Court pertaining to the NOA are as follows:

(i) Writ dated 10 December 2020 filed by the Plaintiff, Wong Kie Yik ('WKY');

(ii) Statement of Claim dated 10 December 2020 ('SOC');

(iii) Notice of Application for intervention ('NOA');

(iv) Affidavit in Support affirmed by the Proposed Intervener on 9 January 2021 ('AIS');

(v) Affidavit in Opposition affirmed by WKY on 26 January 2021 ('AIO'); and

(vi) The Proposed Intervener's Affidavit in Reply enclosed with the Affidavit affirmed by Shirleen Ong on 16 February 2021 ('AIR')

[4] Based on the company search (exhibit KM-1) it is noted that the Plaintiff and the proposed Intervener are two out of twelve shareholders of TAJANG LAING HOLDINGS SDN. BHD. (ie, the 2nd Defendant) whereby the Plaintiff holds 270,000 ordinary shares and the proposed Intervener holds 1,530,000 ordinary shares of the 2nd Defendant respectively.

[5] It is not disputed that the proposed Intervener is the single largest shareholder in the 2nd Defendant and she is also the the executrix of the estate of the late Wong Kie Nai (for brevity "WKN") who was previously one of the shareholders of the 2nd Defendant.

Pertinent Facts

[6] The 1st Defendant had on 9 August 2010 offered Islamic Banking Facilities in the sum of RM25,000,000.00 to the 2nd Defendant vide a Letter of Offer to which the 2nd Defendant had accepted. The banking facilities were secured by, inter alia, 2 Letters of Guarantee dated 16 November 2010 (' the Gua