A single triable issue can prevent summary judgment; the court must ensure numerous unresolved issues are considered before making a ruling.

[1] When this case was heard for case management in this court after taking over from another court, there were already three interlocutory applications filed; one by the plaintiff for summary judgment (encl 5) pursuant to O 14 r 1 of the Rules of 2012 ('RC'), two by the defendant for striking out of the writ and statement of claim (encl 10) pursuant to O 18 r 19 of the RC and for security of costs (encl 12) pursuant to s 351(1) of the ('the Act').

[2] In saving judicial time, all three applications were heard on the same day and this judgment relates to the three applications.

The Material Facts

[3] The plaintiff is the holding company of Stamford College (PJ) Sdn Bhd ('SCPJ') and Stamford College (Malacca) Sdn Bhd ('SCM') which entered into an agreement dated 4 October 2012 ('agreement') with the defendant to sell 51% of the fully paid up ordinary shares of SCPJ and SCM for the consideration price of RM2,500,000.

[4] The defendant paid the plaintiff 10% for deposit of RM250,000 under the agreement leaving the balance sum of RM2,250,000 and transfer of sale shares was also executed by the plaintiff for the defendant.

[5] Despite several reminders from the plaintiff, the defendant has not made payment for the balance sum, hence this suit filed by the plaintiff.

[6] While the defendant contends among others that the balance sum has been paid in the form of advances made upon the request of the plaintiff.

[7] The defendant also counterclaimed against the plaintiff among others for wrongful termination of the agreement and alleged misrepresentation by the plaintiff that led the defendant to enter into the agreement.

The Plaintiff's Arguments For Summary Judgment

[8] The plaintiff submitted there are no triable issues for the defendant in the application for summary judgment for the reasons summarised as follows:

(a) the plaintiff had duly executed the transfer of sale shares form and caused SCPJ's and SCM's company secretary to register the said transfer of shares to the defendant;

(b) the share certificates had also been delivered by the plaintiff to the defendant's solicitors as stakeholders;

(c) the defendant vide a letter agreed and undertook to pay the plaintiff the balance sum in view of the transfer of the transfer of sale shares to the defendant;

(d) the defendant failed to honour the undertaking;

(e) as the undertaking was breached, the plaintiff's previous solicitor sent a letter of demand and in response vide an email the defendant's solicitor assured the plaintiff that the defendant is making arrangement to pay the balance sum.

The Defendant's Submission In Rebuttal

[9] The defendant says there are issues for trial and it can be summarised as follows:

(a) although cl 7 (a) of the agreement provides for due diligence exercise, the same is silent on the effects and steps required in the event the exercise results in unfavourable findings;

(b) what would the parties recourse be in such event;

(c) would parties need to adjust the purchase price if the due diligence exercise reveals less or more liabilities;

(d) balance purchase price is undetermined at this stage and must depend on the outcome of t