JUDGMENT

Roz Mawar Rozain JC:

The Application

[1] It is not uncommon for co-proprietors to find themselves at odds, their once harmonious union disintegrated by the winds of discord. Such is the case that stands before this Court. The Plaintiffs, seek to extricate themselves from the bonds of co-proprietorship with the Defendant, their former partner in Contract Solutions I PLT (CSI), in respect of a property that has become the subject matter of contention in this suit. The Plaintiffs armed with the provisions of s 145 National Land Code 1965 ( NLC ) and O 31 Rules of 2012 (RoC), implored this Court to order for a termination of their co-proprietorship and the sale or transfer of the embattled property to CSI.

[2] The Plaintiffs sought for an order that the Co-Proprietorship Agreement dated 1 October 2019 that cemented their co-proprietorship of the property be terminated. They also sought for an order that the property be transferred to CSI for RM750,000 and consequential orders thereto.

[3] Yet, the Defendant stands firm, a bulwark against what she perceives as an inequitable assault upon her rights as a registered proprietor. Before this Court proceed to assess the application and the legal arguments, the facts of this case must be iterated with clarity.

Factual Matrix

[4] On 27 February 2015, all the three parties in this suit, as the only partners of CSI at the time, entered into a supplemental agreement to their partnership agreement dated 3 May 2013. The supplemental agreement was to purchase an office unit identified as Parcel No B-07-01, Gateway Kiaramas, No 1 Jalan Desa Kiara, Mont Kiara, 50480 Kuala Lumpur (the Property) to be used by CSI. The supplemental agreement governed the co-proprietorship of the Property, with each party holding an equal 1/3 undivided share. The Property was to be held under the names of the First Plaintiff and the Defendant.

[5] To finance the purchase, the First Plaintiff and the Defendant took out a loan of RM572,326 from CIMB Bank Berhad on 27 January 2015 (the Loan Agreement). As security, the Property was charged to the bank. CSI agreed to service the loan on behalf of the three co-proprietors. Monthly instalments of RM3,089 is paid by CSI to the bank.

[6] On 1 October 2019, as the number of CSI Partners had increased, the three parties in this suit entered into a new co-proprietorship agreement (the Co-Proprietorship Agreement) that superseded the 2015 supplementary agreement. The key terms confirmed the purpose of the purchase of the Property CSI's use of the Property, CSI servicing the loan, and the 1/3 ownership proportion between the parties here.

[7] The Defendant ceased to be a partner of CSI effective 30 September 2022. With the objective of having the Property belonging to the existing partners of CSI or CSI itself, efforts were made to contact the Defendant to negotiate the sale and transfer of her portion of the Property. To the date of arguments of this suit, CSI continues to operate its business on the Property. Between October 2022 to January 2023, the First Plaintiff, acting for herself and the Second Defendant, made several attempts to procure the Defendant's agreement to sell the Property to CSI for RM750,000 based on a valuation report dated 24 December 2022. However, the Defendant did not respond.

[8] On 4 October 2023, the Plaintiffs' solicitors issued a notice to the Defendant seeking her response on the sale of the Property to CSI. The Defendant's solicitors replied on 13 October 2023 stating her agreement was contingent on CSI paying her RM1,000,000.

[9] On a separate note, an arbitration proceeding commenced by CSI against the Defendant is ongoing in relation to a partnership dispute pursuant to the Co-Partnership Agreement on other matters, not concerning the Property. The arbitration proceedings do not involve the Co-Proprietorship Agreement.

Assessment By This Court

[10] Based on the pleadings and submissions, the following are the issues for the adjudication of this Cou