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2022 MarsdenLR 2549
HIGH COURT MALAYA KUALA LUMPUR
ABLE OILS & FATS SDN BHD – Appellant
Versus
TAN SEE MENG & ORS – Respondent
[Suit No: WA-22NCC-246-06/2022]
Interim injunctions require showing serious questions to be tried, balance of convenience favoring the injunction, and that damages are inadequate, achieving asset preservation against wrongful disposal.
Headnote:(A) Rules pertaining to interim injunctions – The prerequisites for granting an interim injunction are established: serious questions to be tried, balance of convenience lies in favor of granting the injunction, and adequacy of damages must favor such relief. (Para 3)
(B)
Option Agreements – The irrevocable nature and execution of Transfer Documents presupposes the Plaintiff's beneficial interest in the shares of the 4th and 5th Defendants, making any termination by the Defendants likely wrongful. (Para 36)
(C)
Preserving assets – The risk of dissipation of assets mandated the injunction to maintain the status quo of the 4th and 5th Defendants' operations to prevent irreparable harm to the Plaintiff. (Para 38)
Facts of the case:
The Plaintiff sought interim injunctions against the Defendants to preserve assets and ensure access to the management of the 4th Defendant amid financial strain and potential misappropriation by the Defendants. (Paras 1-4)
Findings of Court:
The court found that the Plaintiffs demonstrated all necessary requirements to grant the injunctions, effectively preventing asset disposal. (Para 41)
Issues
: The court examined the legitimacy of the Option Agreements, the rights to terminate agreements, and the existence of irreparable harm. (Paras 36-40)
Ratio Decidendi:
The court emphasized upholding agreements and preventing asset dissipation while maintaining the balance of convenience and justice for both parties. (Paras 36-39)
Result:
The interim injunction was granted as prayed by the Plaintiff against the Defendants.
JUDGMENT
Introduction
[1] By way of the Plaintiff's application for interim injunctions against the Defendants ('Encl 5'), the Plaintiff seeks the intervention of this Court to preserve the assets of the 4th and 5th Defendants, as well as to restrain the 1st to 3rd Defendants from denying the Plaintiff's representatives from the management and access to the 4th Defendant's premises.
[2] More specifically, the Plaintiff seeks the following reliefs in Encl 5:
a) An interim injunction that the Defendants whether by their servants or agents or otherwise howsoever be restrained from dealing with or otherwise disposing of the assets, stocks, inventories and the raw materials in the tank farm storage of the 4th Defendant (including crude palm oil, crude coconut oil, shortening and anhydrous milk fat) save and except for the purpose of fulfiling the contracts which have been entered into between the 4th Defendant and its customers on or before 25 May 2022, pending the disposal of this action;
b) An interim injunction that the Defendants whether by their servants or agents or otherwise howsoever be restrained from dealing with or otherwise disposing of the monies in the bank accounts of the 4th Defendant (including United Overseas Bank (Malaysia) Berhad Account No: 229-309-070-1 and Public Bank Berhad Account No: 3121-2155-18 and the bank accounts of the 5th Defendant (including Malayan Banking Berhad Account No: 512642405943) save and except for the purpose of payments made in the ordinary course of business of the 4th and 5th Defendants and payments for the financings obtained by the 4th and/or the 5th Defendant from financial institutions, pending the disposal of this action;
c) As an alternative to prayers (1) and (2), an order that Crowe Malaysia PLT be appointed by this Honourable Court as a monitoring accountant with powers to control, supervise, verify and monitor the assets, stocks, inventories and the raw materials in the tank farm storage of the 4th Defendant (including crude palm oil, crude coconut oil, shortening and anhydrous milk fat), and the flow of monies in and out of the bank accounts of the 4th Defendant (including United Overseas Bank (Malaysia) Berhad Account No: 229-309-070-1 and Public Bank Berhad Account No: 3121-2155-18) and the bank accounts of the 5th Defendant (including Malayan Banking Berhad Account No: 512642405943), pending the disposal of this action;
d) An interim injunction that the Defendants whether by their servants or agents or otherwise howsoever be restrained from removing or tempering with any of the books and financial records of the 4th Defendant and the 5th Defendant pending the disposal of this action;
e) An interim injunction that the Defendants whether by themselves, their agents, servants, employees or otherwise howsoever be restrained from removing or causing to be removed from the management of the 4th Defendant, the Plaintiff's Management Team (including but not limited to Tan Chin Yang, Phuar Leong Thye dan Low Shu Hui) appointed pursuant to cl 4 of the Call Option Agreement dated 5 March 2021 entered into between the 1st Defendant, 2nd Defendant and the Plaintiff in respect of the shares in the 4th Defendant, pending the disposal of this action;
f) An interim injunction that the Defendants whether by themselves, their agents, servants, employees or otherwise howsoever be restrained from preventing the Plaintiff's representatives_(including but not limited to Tan Chin Yang, Phuar Leong Thye dan Low Shu Hui) from accessing the 4th Defendant's premises at Lot 2227, Jalan Kasawari, Batu 9, Kebun Baru, 42500 Telok Panglima Karang, Selangor;
g) An interim injunction that the Defendants whether by themselves, their agents, servants, employees or otherwise howsoever be restrained from causing or procuring for any change of signatories of the 4th Defendant's bank account(s) with United Overseas Bank (Malaysia) Berhad (including Account No: 229-309-070-1) or for the closing of the sai
