The court determined that the sale and purchase agreements were void due to non-fulfillment of conditions precedent, negating any serious issue to be tried regarding the plaintiff's claim.

JUDGMENT

(Enclosure 2 - Inter Partes Interim Injunction)

Ahmad Shahrir Mohd Salleh J:

Introduction

[1] The plaintiff entered into two sale and purchase agreements with the 1st defendant. One was for the purchase of two plots of land in Telok Panglima Garang, Selangor and the other was for the purchase of plant and machineries. Some time later, the 1st defendant was put under judicial management and eventually the two sale and purchase transactions did not go through.

[2] The judicial managers for the 1st defendant however advertised the subject matter of the two sale and purchase agreements for tender in a Chinese newspaper. The judicial managers later on accepted a successful bid for the tender.

[3] By an originating summons, the plaintiff applied to declare two sale and purchase agreements entered into between the plaintiff and the 1st defendant as valid and binding. The plaintiff further applied for specific performance of the two agreements, damages in addition to specific performance and injunction.

[4] Simultaneous with the filing of the originating summons, the plaintiff filed a notice of application in encl [2] for an inter partes interim injunction against the defendant pending the disposal of the originating summons. In the notice of application, the plaintiff sought to restrain the defendant from disposing of the two properties as well as the plant and machinery.

[5] After considering the respective positions of the parties as deliberated in their submissions, this Court dismissed the plaintiffs application for an inter partes interim injunction with RM5,000.00 cost. The plaintiff was not satisfied and appealed against the decision.

Brief Matrix Of Facts

[6] The plaintiff purchased from the 1st defendant two plots of property in Telok Panglima Garang, Selangor. They consisted of medium industrial land together with a factory ("Properties"). The purchase also included the plant and machinery ("Assets"). The Properties were charged to CIMB Bank Berhad and the Assets were subject to a debenture in favour of CIMB Bank Berhad.

[7] For the purposes of these sale and purchase transactions the plaintiff and the 1st defendant entered into two sale and purchase agreements separately. One agreement was for the purchase of the Properties and the other was for the purchase of the Assets. Both agreements were entered on the same date, namely on 31 May 2022.

[8] The plaintiff paid the respective deposits pursuant to the respective sale and purchase agreements. Altogether, a total sum of RM1,310,000.00 was paid in four tranches as the deposit ("Deposit") towards both purchases.

[9] Prior to the execution of the agreements the plaintiff had obtained from CIMB Bank Berhad the redemption statement. Relying on the redemption statement and the consent from CIMB Bank Berhad, the plaintiff and the 1st defendant proceeded to sign the respective agreements. Towards this end, the 1st defendant had duly obtained the appropriate resolutions from its members and directors approving both the sale and purchase transactions.

[10] Subsequently, the plaintiff was informed by the defendant that it was involved in a legal dispute with a company by the name of Able Oil & Fats Sdn Bhd ("Able Oil"). The dispute was before the Kuala Lumpur High Court . In that matter, the 1st defendant and four others were sued by Able Oil. The dispute was in respect of a call option agreement but it did not in any manner involve the plaintiff.

[11] Approximately eight months later on 12 January 2023 the 1st defendant was placed under judicial management at the instance of CIMB Bank Berhad. However, the plaintiff still wanted to complete the sale and purchase transactions. For this purpose, the plaintiff's solicitors wrote to the 1st defendant towards the end of January 2023 to inquire about the status of the transaction. There was no response then.

[12] Having had no response from the 1st defendant, the plaintiff's solicitors wrote again on 20 February 2023 and this time the judicial