An interlocutory injunction requires a pre-existing cause of action; without a binding agreement, the claim for such relief is invalid.

(Interlocutory Injunction-Enclosure 5)

A. Background Facts

[1] The Plaintiff (Stealth Solutions Sdn Bhd) is a company registered under the Companies Act 1965 having its registered address at 5-21, Jalan PJU 6, Pusat Perdagangan Pelangi Square, Pelangi Damansara PJU 6, Persiaran Surian, 47800 Petaling Jaya, Selangor Darul Ehsan and/ or business address at Unit B-3A-02, Arena Mentari, No 1, Jalan PJS 8/15, Dataran Mentari Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan.

[2] The Defendant (Yayasan Islam Negeri Kedah) is a state foundation formed under Enactment Bil.10 of 1976 by the Kedah State Assembly having its address at Bangunan Yayasan Islam Negeri Kedah, No56A, Jalan Telok Wanjah, 05200 Alor Setar Kedah Darul Aman.

[3] In its statement of claim ("main suit"), the Plaintiff pleaded that the Plaintiff and the Defendant had entered into a joint venture agreement ("said joint venture") for the construction of telecommunication towers/structures and other related facilities in Kedah. One of the reliefs sought by the Plaintiff against the Defendant in the main suit is for the specific performance of the said joint venture agreement.

[4] The Defendant has vigorously refuted the Plaintiff's claim. Primarily, in refuting the Plaintiff's claim, the Defendant denied the existence of any joint venture agreement between the Plaintiff and the Defendant. In its Statement of Defence, the Defendant pleaded that there is no binding agreement or contract between the Plaintiff and the Defendant. The relationship between the Plaintiff and the Defendant can be described as, the Plaintiff has accepted the Defendant's offer to enter into a joint venture agreement and at best it only amounts to Memorandum of Understanding (MOU). The Defendant also pleaded that there is merely a draft joint venture agreement which has neither been vetted nor approved by the Defendant.

[5] Pending the disposal of the main suit, the Plaintiff filed an application in Enclosure 5 seeking inter-alia for the following orders:-

(a) an order for an injunction to prevent the Defendant from awarding and/or causing the Project to be awarded to a third party until the decision and/or disposal of this action.

(2) in the alternative, an interim preservation of all income and/or profits which will be received by the Defendant from the Project if the Defendant awards the Project and/or cause the Project to be awarded to third party.

[6] The Plaintiff's application in Enclosure 5 is supported by the Affidavit in Support affirmed by Md Juzaily Bin Md Ramli on 18 December 2015, the Plaintiff's Chief Operating Officer.

[7] To appreciate and for a better understanding of the matter at hand, it would be apt for this Court to first set out the chronology of the events which has led to the filing of the main suit as well as the application for interim injunction by the Plaintiff.

7.1 On 9 November 2014, the Defendant had invited the Plaintiff together with 4 other companies to brief the Defendant's Investment Special Committee on a joint venture proposal with regard to the construction of telecommunication towers infrastructures for whole state of Kedah.

7.2 The Plaintiff had accepted the invitation and subsequently on 21 November 2014, the Plaintiff presented their proposal to the Defendant's Investment Special Committee at Bilik Menteri, Aras 1, Hotel Holiday Villa, Alor Setar, Kedah.

7.3 After the Plaintiff's presentation, the Defendant wrote a letter dated 18 December 2014 to the Plaintiff. In this letter, the Defendant had basically agreed to appoint the Plaintiff to enter into a joint venture with the Defendant for the said Project.

7.